exv4w1






Exhibit 4.1




EXECUTION VERSION




CCRE COMMERCIAL MORTGAGE SECURITIES, L.P.,

Depositor,




BANK OF AMERICA, NATIONAL ASSOCIATION,

Master Servicer,



LNR PARTNERS, LLC,

Special Servicer,



TRIMONT REAL ESTATE ADVISORS, INC.,

Operating Advisor



CITIBANK, N.A.,

Certificate Administrator



and



CITIBANK, N.A.,

Trustee



 





POOLING AND SERVICING AGREEMENT

Dated as of December 11, 2011



 





Commercial Mortgage Pass-Through Certificates

Series 2011-C2



 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	ARTICLE I
	 
	 	 	 	 
	DEFINITIONS
	 
	 	 	 	 
	Section 1.01 Defined Terms
	 	 	4	 
	Section 1.02 Certain Calculations
	 	 	75	 
	Section 1.03 Certain Constructions
	 	 	79	 
	 
	 	 	 	 
	ARTICLE II
	 
	 	 	 	 
	CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
	 
	 	 	 	 
	Section 2.01 Conveyance of Mortgage Loans
	 	 	79	 
	Section 2.02 Acceptance by the Trustee, the Custodian and the Certificate Administrator
	 	 	82	 
	Section 2.03 Mortgage Loan Seller’s Repurchase, Substitution or Cures of Mortgage Loans for Document Defects in Mortgage Files and Breaches of Representations and Warranties
	 	 	84	 
	Section 2.04 Representations and Warranties of the Depositor
	 	 	88	 
	Section 2.05 Representations, Warranties and Covenants of the Master Servicer
	 	 	90	 
	Section 2.06 Representations, Warranties and Covenants of the Special Servicer
	 	 	92	 
	Section 2.07 Representations, Warranties and Covenants of the Operating Advisor
	 	 	93	 
	Section 2.08 Representations and Warranties of the Trustee
	 	 	95	 
	Section 2.09 Representations and Warranties of the Certificate Administrator
	 	 	96	 
	Section 2.10 Execution and Delivery of Certificates; Issuance of Lower-Tier Regular Interests
	 	 	97	 
	Section 2.11 Miscellaneous REMIC Provisions
	 	 	98	 
	 
	 	 	 	 
	ARTICLE III
	 
	 	 	 	 
	ADMINISTRATION AND SERVICING
OF THE MORTGAGE LOANS
	 
	 	 	 	 
	Section 3.01 Master Servicer to Act as Master Servicer; Administration of the Mortgage Loans
	 	 	99	 
	Section 3.02 Liability of the Master Servicer
	 	 	102	 
	Section 3.03 Collection of Certain Mortgage Loan Payments and Financial Statements
	 	 	102	 
	Section 3.04 Collection of Taxes, Assessments and Similar Items; Escrow Accounts
	 	 	103	 
	Section 3.05 Collection Account; Distribution Accounts; Excess Liquidation Proceeds Reserve Account; and Excess Interest Distribution Account
	 	 	105	 






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	 	 	Page	 
	Section 3.05A. Split-Loan Custodial Account
	 	 	108	 
	Section 3.06 Permitted Withdrawals from the Collection Account
	 	 	110	 
	Section 3.07 Investment of Funds in the Collection Account, the Excess Interest Distribution Account, the Distribution Accounts, the REO Account, the Interest Reserve Account, the Mortgagor Accounts, the Excess Liquidation Proceeds Reserve Account and Other Accounts
	 	 	118	 
	Section 3.08 Maintenance of Insurance Policies and Errors and Omissions and Fidelity Coverage
	 	 	120	 
	Section 3.09 Enforcement of Due-On-Sale Clauses; Assumption Agreements; Defeasance Provisions
	 	 	124	 
	Section 3.10 Appraisal Reductions; Realization Upon Defaulted Mortgage Loans
	 	 	128	 
	Section 3.11 Trustee and Certificate Administrator to Cooperate; Release of Mortgage Files
	 	 	134	 
	Section 3.12 Servicing Fees, Certificate Administrator Fees and Special Servicing Compensation
	 	 	135	 
	Section 3.13 Compensating Interest Payments
	 	 	139	 
	Section 3.14 Reserved
	 	 	140	 
	Section 3.15 Access to Certain Documentation
	 	 	140	 
	Section 3.16 Title and Management of REO Properties
	 	 	142	 
	Section 3.17 Sale of Defaulted Mortgage Loans and REO Properties
	 	 	145	 
	Section 3.18 Additional Obligations of the Master Servicer; Inspections; Obligation to Notify Ground Lessors; Delivery of Certain Reports to the Companion Loan Holder. 
	 	 	150	 
	
Section 3.19 Lock-Box Accounts, Escrow Accounts
	 	 	151	 
	Section 3.20 Property Advances
	 	 	152	 
	Section 3.21 Appointment of Special Servicer; Asset Status Reports
	 	 	155	 
	Section 3.22 Transfer of Servicing Between Master Servicer and Special Servicer; Record Keeping
	 	 	159	 
	Section 3.23 Interest Reserve Account and Excess Interest Distribution Account
	 	 	160	 
	Section 3.24 Modifications, Waivers and Amendments
	 	 	160	 
	Section 3.25 Additional Obligations with Respect to Certain Mortgage Loans
	 	 	164	 
	Section 3.26 Additional Matters Regarding Advance Reimbursement
	 	 	164	 
	Section 3.27 Companion Loan Intercreditor Matters
	 	 	166	 
	Section 3.28 Appointment and Duties of the Operating Advisor
	 	 	167	 
	Section 3.29 Litigation Control
	 	 	171	 
	 
	 	 	 	 
	ARTICLE IV
	 
	 	 	 	 
	DISTRIBUTIONS TO CERTIFICATEHOLDERS
	 
	 	 	 	 
	Section 4.01 Distributions
	 	 	173	 
	Section 4.02 Statements to Certificateholders; Certain Reports by the Master Servicer and the Special Servicer
	 	 	182	 
	Section 4.03 Compliance with Withholding Requirements
	 	 	192	 
	Section 4.04 REMIC Compliance
	 	 	193	 
	Section 4.05 Imposition of Tax on the Trust Fund
	 	 	195	 
	Section 4.06 Remittances; P&I Advances
	 	 	196	 






-ii-









 






	 	 	 	 	 
	 	 	Page	 
	Section 4.07 Grantor Trust Reporting
	 	 	199	 
	 
	 	 	 	 
	ARTICLE V
	 
	 	 	 	 
	THE CERTIFICATES
	 
	 	 	 	 
	Section 5.01 The Certificates
	 	 	200	 
	Section 5.02 Form and Registration
	 	 	201	 
	Section 5.03 Registration of Transfer and Exchange of Certificates
	 	 	203	 
	Section 5.04 Mutilated, Destroyed, Lost or Stolen Certificates
	 	 	210	 
	Section 5.05 Persons Deemed Owners
	 	 	211	 
	Section 5.06 Appointment of Paying Agent
	 	 	211	 
	Section 5.07 Access to Certificateholders’ Names and Addresses; Special Notices
	 	 	211	 
	Section 5.08 Actions of Certificateholders
	 	 	212	 
	Section 5.09 Authenticating Agent
	 	 	212	 
	Section 5.10 Appointment of Custodian
	 	 	213	 
	Section 5.11 Maintenance of Office or Agency
	 	 	214	 
	 
	 	 	 	 
	ARTICLE VI
	 
	 	 	 	 
	THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, 

THE OPERATING ADVISOR AND THE CONTROLLING CLASS REPRESENTATIVE
	 
	 	 	 	 
	Section 6.01 Liability of the Depositor, the Master Servicer, the Special
Servicer and the Operating Advisor
	 	 	214	 
	Section 6.02 Merger or Consolidation of the Master Servicer, the Special Servicer
and the Operating Advisor
	 	 	215	 
	Section 6.03 Limitation on Liability of the Depositor, the Master Servicer, the
Special Servicer, the Operating Advisor and Others
	 	 	215	 
	Section 6.04 Limitation on Resignation of the Master Servicer, the Special
Servicer or the Operating Advisor
	 	 	216	 
	Section 6.05 Rights of the Depositor, the Trustee, the Certificate Administrator and the Companion Loan Holder in Respect of the Master Servicer and
Special Servicer
	 	 	217	 
	Section 6.06 Master Servicer, Special Servicer as Owner of a Certificate
	 	 	218	 
	Section 6.07 Rating Agency Fees
	 	 	219	 
	Section 6.08 Termination of the Special Servicer Without Cause
	 	 	219	 
	Section 6.09 The Controlling Class Representative
	 	 	221	 
	 
	 	 	 	 
	ARTICLE VII
	 
	 	 	 	 
	DEFAULT
	 
	 	 	 	 
	Section 7.01 Events of Default
	 	 	224	 
	Section 7.02 Trustee to Act; Appointment of Successor
	 	 	229	 
	Section 7.03 Notification to Certificateholders
	 	 	230	 
	Section 7.04 Other Remedies of Trustee
	 	 	230	 






-iii-









 






	 	 	 	 	 
	 	 	Page	 
	Section 7.05 Waiver of Past Events of Default and Operating Advisor Termination Events; Termination
	 	 	231	 
	Section 7.06 Termination of the Operating Advisor
	 	 	231	 
	 
	 	 	 	 
	ARTICLE VIII
	 
	 	 	 	 
	CONCERNING THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR
	 
	 	 	 	 
	Section 8.01 Duties of the Trustee and the Certificate Administrator
	 	 	234	 
	Section 8.02 Certain Matters Affecting the Trustee and the Certificate Administrator
	 	 	237	 
	Section 8.03 Neither the Trustee Nor the Certificate Administrator Is Liable for Certificates or Mortgage Loans
	 	 	240	 
	Section 8.04 Trustee and Certificate Administrator May Own Certificates
	 	 	241	 
	Section 8.05 Payment of Trustee Fees, Certificate Administrator Fees and Expenses; Indemnification
	 	 	241	 
	Section 8.06 Eligibility Requirements for the Trustee and the Certificate Administrator
	 	 	244	 
	Section 8.07 Resignation and Removal of the Trustee or the Certificate Administrator
	 	 	245	 
	Section 8.08 Successor Trustee or Successor Certificate Administrator
	 	 	246	 
	Section 8.09 Merger or Consolidation of the Trustee or the Certificate Administrator
	 	 	247	 
	Section 8.10 Appointment of Co-Trustee or Separate Trustee
	 	 	247	 
	Section 8.11 Access to Certain Information
	 	 	248	 
	 
	 	 	 	 
	ARTICLE IX
	 
	 	 	 	 
	TERMINATION; OPTIONAL MORTGAGE LOAN PURCHASE
	 
	 	 	 	 
	Section 9.01 Termination; Optional Mortgage Loan Purchase
	 	 	250	 
	 
	 	 	 	 
	ARTICLE X
	 
	 	 	 	 
	EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE
	 
	 	 	 	 
	Section 10.01 Intent of the Parties; Reasonableness
	 	 	255	 
	Section 10.02 Succession; Subcontractors
	 	 	255	 
	Section 10.03 Filing Obligations
	 	 	258	 
	Section 10.04 Form 10-D Filings
	 	 	259	 
	Section 10.05 Form 10-K Filings
	 	 	260	 
	Section 10.06 Sarbanes-Oxley Certification
	 	 	263	 
	Section 10.07 Form 8-K Filings
	 	 	263	 
	Section 10.08 Suspension of Exchange Act Filings
	 	 	265	 
	Section 10.09 Annual Compliance Statements
	 	 	266	 
	Section 10.10 Annual Reports on Assessment of Compliance with Servicing Criteria
	 	 	267	 
	Section 10.11 Annual Independent Public Accountants’ Servicing Report
	 	 	269	 






-iv-









 






	 	 	 	 	 
	 	 	Page	 
	Section 10.12 Indemnification
	 	 	270	 
	Section 10.13 Amendments
	 	 	271	 
	Section 10.14 Regulation AB Notices
	 	 	271	 
	Section 10.15 Significant Obligors
	 	 	272	 
	 
	 	 	 	 
	ARTICLE XI
	 
	 	 	 	 
	MISCELLANEOUS PROVISIONS
	 
	 	 	 	 
	Section 11.01 Counterparts
	 	 	273	 
	Section 11.02 Limitation on Rights of Certificateholders
	 	 	273	 
	Section 11.03 Governing Law
	 	 	274	 
	Section 11.04 Notices
	 	 	274	 
	Section 11.05 Severability of Provisions
	 	 	276	 
	Section 11.06 Notice to the Depositor and Each Rating Agency
	 	 	276	 
	Section 11.07 Amendment
	 	 	277	 
	Section 11.08 Confirmation of Intent
	 	 	280	 
	Section 11.09 Third-Party Beneficiaries
	 	 	281	 
	Section 11.10 Request by Certificateholders or any Companion Loan Holder
	 	 	281	 
	Section 11.11 Waiver of Jury Trial
	 	 	281	 
	Section 11.12 Submission to Jurisdiction
	 	 	282	 
	Section 11.13 Reserved
	 	 	282	 
	Section 11.14 Exchange Act Rule 17g-5 Procedures
	 	 	282	 






-v-









 






TABLE OF EXHIBITS




	 	 	 

	Exhibit A-1

	 	Form of Class A-1 Certificate
	Exhibit A-2

	 	Form of Class A-2 Certificate
	Exhibit A-3

	 	Form of Class A-3 Certificate
	Exhibit A-4

	 	Form of Class A-4 Certificate
	Exhibit A-5

	 	Form of Class A-J Certificate
	Exhibit A-6

	 	Form of Class X-A Certificate
	Exhibit A-7

	 	Form of Class X-B Certificate
	Exhibit A-8

	 	Form of Class B Certificate
	Exhibit A-9

	 	Form of Class C Certificate
	Exhibit A-10

	 	Form of Class D Certificate
	Exhibit A-11

	 	Form of Class E Certificate
	Exhibit A-12

	 	Form of Class F Certificate
	Exhibit A-13

	 	Form of Class G Certificate
	Exhibit A-14

	 	Form of Class NR Certificate
	Exhibit A-15

	 	Form of Class S Certificate
	Exhibit A-16

	 	Form of Class R Certificate
	Exhibit B

	 	Mortgage Loan Schedule
	Exhibit C

	 	Form of Request for Release
	Exhibit D

	 	Form of Distribution Date Statement
	Exhibit E

	 	Reserved
	Exhibit F-1

	 	Form of Transfer Certificate for Rule 144A Global Certificate to Temporary Regulation S Global Certificate
	Exhibit F-2

	 	Form of Transfer Certificate for Rule 144A Global Certificate to Regulation S Global Certificate
	Exhibit G

	 	Form of Transfer Certificate for Temporary Regulation S Global Certificate to Rule 144A Global Certificate during
Restricted Period
	Exhibit H

	 	Form of Certification to be given by Beneficial Owner of Temporary Regulation S Global Certificate
	Exhibit I

	 	Form of Transfer Certificate for Definitive Certificate to Temporary Regulation S Global Certificate
	Exhibit J

	 	Form of Transfer Certificate for Definitive Certificate to Regulation S Global Certificate
	Exhibit K

	 	Form of Transfer Certificate for Definitive Certificate to Rule 144A Global Certificate
	Exhibit L-1

	 	Form of Affidavit Pursuant to Sections 860D(a)(6)(A) and 860E(e)(4) of the Internal Revenue Code of 1986, as
Amended
	Exhibit L-2

	 	Form of Transferor Letter
	Exhibit L-3

	 	Form of Transferee Letter
	Exhibit M-1

	 	Form of Investor Certification
	Exhibit M-2

	 	Reserved
	Exhibit M-3

	 	Reserved
	Exhibit M-4

	 	Form of Online Vendor Certification
	Exhibit M-5

	 	Form of Confidentiality Agreement
	Exhibit N

	 	Certificate Administrator Certification






-vi-









 






	 	 	 

	Exhibit O

	 	Relevant Servicing Criteria to be Addressed in Assessment of Compliance
	Exhibit P

	 	Supplemental Servicer Schedule
	Exhibit Q-1

	 	Form of Certification to be Provided to Depositor by the Trustee
	Exhibit Q-2

	 	Form of Certification to be Provided to Depositor by the Master Servicer
	Exhibit Q-3

	 	Form of Certification to be Provided to Depositor by the Special Servicer
	Exhibit Q-4

	 	Form of Certification to be Provided to Depositor by the Certificate Administrator
	Exhibit Q-5

	 	Form of Certification to be Provided to Depositor by the Operating Advisor
	Exhibit R

	 	Form of Operating Advisor Annual Report
	Exhibit S

	 	Form of Power of Attorney
	Exhibit T

	 	Form of NRSRO Certification
	Exhibit U

	 	Reserved
	Exhibit V-1

	 	Additional Form 10-D Disclosure
	Exhibit V-2

	 	Additional Form 10-K Disclosure
	Exhibit V-3

	 	Form of Sarbanes-Oxley Certification
	Exhibit V-4

	 	Form 8-K Disclosure Information
	Exhibit W

	 	Disbursement of Earnouts or Holdback Amounts for non-Specially Serviced Mortgaged Loans Schedule
	Exhibit X

	 	Form of Additional Disclosure Notification
	Exhibit Y

	 	Seller Sub-Servicers






-viii-









 






          Pooling and Servicing Agreement, dated as of December 11, 2011, between CCRE Commercial
Mortgage Securities, L.P., as Depositor, Bank of America, National Association, as Master Servicer,
LNR Partners, LLC, as Special Servicer, TriMont Real Estate Advisors, Inc., as Operating Advisor
and Citibank, N.A., as Certificate Administrator and Trustee.




PRELIMINARY STATEMENT:




(Terms used but not defined in this Preliminary

Statement shall have the meanings

specified in Article I hereof)



          The Depositor intends to sell pass-through certificates to be issued hereunder in multiple
classes which in the aggregate will evidence the entire beneficial ownership interest in the Trust
Fund consisting primarily of the Mortgage Loans. As provided herein, the Certificate Administrator
will elect that two segregated portions of the Trust Fund be treated for federal income tax
purposes as two separate REMICs (each, a “Trust REMIC” or, in the alternative, the
“Upper-Tier REMIC” and the “Lower-Tier REMIC”). The Class A-1, Class A-2, Class
A-3, Class A-4, Class A-J, Class X-A, Class X-B, Class B, Class C, Class D, Class E, Class F, Class
G and Class NR Certificates will represent “regular interests” in the Upper-Tier REMIC and the
Upper-Tier Residual Interest will represent the sole class of “residual interests” in the
Upper-Tier REMIC. There are also 12 classes of uncertificated Lower-Tier Regular Interests issued
under this Agreement (the Class LA-1, Class LA-2, Class LA-3, Class LA-4, Class LA-J, Class LB,
Class LC, Class LD, Class LE, Class LF, Class LG and Class LNR Interests), each of which will
constitute a regular interest in the Lower-Tier REMIC, and the Lower-Tier Residual Interest will
represent the sole class of “residual interests” in the Lower-Tier REMIC. The Lower-Tier Regular
Interests will be held by the Trustee as assets of the Upper-Tier REMIC. The Class R Certificates
will represent the Lower-Tier Residual Interest and the Upper-Tier Residual Interest.




UPPER-TIER REMIC




          The following table sets forth the designation, the approximate initial pass-through rate (the
“Pass-Through Rate”) and the aggregate initial principal amount (the “Original
Certificate Principal Amount”) or Notional Amount (“Original Notional Amount”), as
applicable, for each Class of Certificates comprising the interests in the Upper-Tier REMIC created
hereunder:




	 	 	 	 	 	 	 	 	 
	 	 	Approximate	 	 	 	 
	 	 	Initial	 	 	Original	 
	 	 	Pass-Through Rate	 	 	Certificate Principal Amount /	 
	Class Designation	 	(per annum)	 	 	Original Notional Amount	 
	Class A-1
	 	 	1.5577	%	 	$	52,288,000	 
	Class A-2
	 	 	3.0614	%	 	$	341,412,000	 
	Class A-3
	 	 	3.8172	%	 	$	34,139,000	 
	Class A-4
	 	 	3.8343	%	 	$	114,021,000	 
	Class A-J
	 	 	5.7454	%(1)	 	$	78,376,000	 






 









 






	 	 	 	 	 	 	 	 	 
	 	 	Approximate	 	 	 	 
	 	 	Initial	 	 	Original	 
	 	 	Pass-Through Rate	 	 	Certificate Principal Amount /	 
	Class Designation	 	(per annum)	 	 	Original Notional Amount	 
	Class X-A
	 	 	2.2879	%(1)	 	$	620,236,000	 (2)
	Class X-B
	 	 	0.1526	%(1)	 	$	153,850,416	 (2)
	Class B
	 	 	5.7454	%(1)	 	$	28,061,000	 
	Class C
	 	 	5.7454	%(1)	 	$	31,931,000	 
	Class D
	 	 	5.7454	%(1)	 	$	18,384,000	 
	Class E
	 	 	5.7454	%(1)	 	$	28,061,000	 
	Class F
	 	 	5.2500	%(1)	 	$	10,644,000	 
	Class G
	 	 	5.2500	%(1)	 	$	9,676,000	 
	Class NR
	 	 	5.2500	%(1)	 	$	27,093,416	 
	Class R
	 	 	N/A	 	 	 	N/A	(3)








 




			
	(1)	 	The Pass-Through Rate for each of the Class Class A-J, Class X-A, Class X-B, Class B, Class
C, Class D, Class E, Class F, Class G and Class NR Certificates with respect to the Interest
Accrual Period relating to the initial Distribution Date is listed opposite each such Class in
the table above. The Pass-Through Rate applicable to the Interest Accrual Periods relating to
each Distribution Date following the initial Distribution Date is as provided herein.
	 
	(2)	 	The Class X-A and Class X-B Certificates will not have Certificate Principal Amounts; rather,
each such Class of Certificates will accrue interest as provided herein on the related
Notional Amount.
	 
	(3)	 	The Class R Certificates will not have a Certificate Principal Amount or Notional Amount,
will not bear interest and will not be entitled to distributions of Yield Maintenance Charges.
Any Available Funds remaining in any Distribution Account, after all required distributions
under this Agreement have been made to each other Class of Certificates, will be distributed
to the Holders of the Class R Certificates.





LOWER-TIER REMIC




          The following table sets forth the corresponding Lower-Tier Regular Interest (the
“Corresponding Lower-Tier Regular Interest”) and its original Lower-Tier Principal Balance,
the corresponding Component (the “Corresponding Component”) and the Original Certificate
Principal Amount for each Class of Sequential Pay Certificates (the “Corresponding
Certificates”).




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Corresponding	 	 	 	Corresponding	 	 
	 	 	Certificate	 	Corresponding	 	Lower-Tier Regular	 	 
	Corresponding	 	Original Principal	 	Lower-Tier Regular	 	Interest Original	 	Corresponding
	Certificates	 	Amount(1)	 	Interest(2)	 	Principal Balance	 	Component
	Class A-1

	 	$	52,288,000	 	 	LA-1
	 	$	52,288,000	 	 	Class A-1
	Class A-2

	 	$	341,412,000	 	 	LA-2
	 	$	341,412,000	 	 	Class A-2
	Class A-3

	 	$	34,139,000	 	 	LA-3
	 	$	34,139,000	 	 	Class A-3
	Class A-4

	 	$	114,021,000	 	 	LA-4
	 	$	114,021,000	 	 	Class A-4
	Class A-J

	 	$	78,376,000	 	 	LA-J
	 	$	78,376,000	 	 	Class A-J
	Class B

	 	$	28,061,000	 	 	LB
	 	$	28,061,000	 	 	Class B
	Class C

	 	$	31,931,000	 	 	LC
	 	$	31,931,000	 	 	Class C
	Class D

	 	$	18,384,000	 	 	LD
	 	$	18,384,000	 	 	Class D
	Class E

	 	$	28,061,000	 	 	LE
	 	$	28,061,000	 	 	Class E






-2-









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Corresponding	 	 	 	Corresponding	 	 
	 	 	Certificate	 	Corresponding	 	Lower-Tier Regular	 	 
	Corresponding	 	Original Principal	 	Lower-Tier Regular	 	Interest Original	 	Corresponding
	Certificates	 	Amount(1)	 	Interest(2)	 	Principal Balance	 	Component
	Class F

	 	$	10,644,000	 	 	LF
	 	$	10,644,000	 	 	Class F
	Class G

	 	$	9,676,000	 	 	LG
	 	$	9,676,000	 	 	Class G
	Class NR

	 	$	27,093,416	 	 	LNR
	 	$	27,093,416	 	 	Class NR








 




			
	(1)	 	Approximate, subject to a variance of plus or minus 5%.
	 
	(2)	 	The interest rate of each Lower-Tier Regular Interest is the WAC Rate.





GRANTOR TRUST




          The parties intend that the portion of the Trust Fund consisting of the Excess Interest, the
Excess Interest Distribution Account and the proceeds thereof shall be treated as a grantor trust
under subpart E, part I of subchapter J of the Code for federal income tax purposes (the
“Grantor Trust”). As provided herein, the Certificate Administrator shall take all actions
expressly required hereunder to ensure that the portion of the Trust Fund consisting of the Grantor
Trust maintains its status as a grantor trust under federal income tax law and not be treated as
part of the Lower-Tier REMIC or Upper-Tier REMIC. The Class S Certificates shall represent
undivided beneficial interests in the Grantor Trust.




          The Certificate Principal Amount of any Class of Sequential Pay Certificates outstanding at
any time represents the maximum amount which holders thereof are entitled to receive as
distributions allocable to principal from the cash flow on the Mortgage Loans and the other assets
in the Trust Fund; provided, however, that if amounts previously allocated as
Realized Losses to a Class of Sequential Pay Certificates in reduction of the Certificate Principal
Amount thereof are recovered subsequent to the reduction of the Certificate Principal Amount of
such Class to zero, such Class may receive distributions in respect of such recoveries in
accordance with the priorities set forth in Section 4.01 of this Agreement. As of the
Cut-Off Date, the Mortgage Loans have an aggregate Stated Principal Balance equal to $774,086,417.




          The RiverTown Crossings Mall Mortgage Loans is part of a split-loan structure in which the
RiverTown Crossings Mall Mortgage Loan is pari passu in right of payment with the RiverTown
Crossings Mall Companion Loan. The RiverTown Crossings Mall Split-Loan will be serviced and
administered in accordance with this Agreement.




          In consideration of the mutual agreements herein contained, the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the
Trustee agree as follows:




-3-









 








ARTICLE I




DEFINITIONS



          Section 1.01 Defined Terms. Whenever used in this Agreement, the following words and
phrases, unless the context otherwise requires, shall have the meanings specified in this Article.




          “10-K Filing Deadline”: As defined in Section 10.05 of this Agreement.




          “15Ga-1 Notice”: As defined in Section 2.03(a) of this Agreement.




          “15Ga-1 Notice Provider”: As defined in Section 2.03(a) of this Agreement.




          “17g-5 Information Provider”: The Certificate Administrator.




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




          “Acceptable Insurance Default”: With respect to any Mortgage Loan or Split-Loan, any
default arising when the related Loan Documents require that the related Mortgagor must maintain
all-risk casualty insurance or other insurance that covers damages or losses arising from acts of
terrorism and the Special Servicer has determined, in its reasonable judgment in accordance with
the Servicing Standard (and with the consent of the Controlling Class Representative (during any
Subordinate Control Period) and, with respect to any Split-Loan in consultation with the holder of
the related Pari Passu Companion Loan to the extent required pursuant to the terms of the related
Intercreditor Agreement), that (i) such insurance is not available at commercially reasonable rates
and the subject hazards are not commonly insured against by prudent owners of similar real
properties located in or near the geographic region in which the Mortgaged Property is located (but
only by reference to such insurance that has been obtained by such owners at current market rates),
or (ii) such insurance is not available at any rate; provided, however, that the
Controlling Class Representative shall have no more than 30 days to respond to the Special
Servicer’s request for such consent; provided, further, that upon the Special
Servicer’s determination, consistent with the Servicing Standard, that exigent circumstances do not
allow the Special Servicer to consult with the Controlling Class Representative or the holder of
any related Pari Passu Companion Loan, the Special Servicer shall not be required to do so. In
making this determination, the Special Servicer, to the extent consistent with the Servicing
Standard, may rely on the opinion of an insurance consultant.




          “Accrued Component Interest”: With respect to each Component for any Distribution
Date, one month’s interest at the Class X Strip Rate applicable to such Component for such
Distribution Date, accrued on the Component Notional Amount of such Component outstanding
immediately prior to such Distribution Date. Accrued Component Interest shall be calculated on a
30/360 Basis and, with respect to any Component and any Distribution Date, shall be deemed to
accrue during the calendar month preceding the month in which such Distribution Date occurs.





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          “Act”: The Securities Act of 1933, as it may be amended from time to time and the
rules and regulations thereunder.




          “Additional Disclosure Notification”: The form of notification to be included with
any Additional Form 10-D Disclosure, Additional Form 10-K Disclosure or Form 8-K Disclosure
Information which is attached hereto as Exhibit X.




          “Additional Form 10-D Disclosure”: As defined in Section 10.04.




          “Additional Form 10-K Disclosure”: As defined in Section 10.05.




          “Additional Information”: As defined in Section 4.02(a) of this Agreement.




          “Additional Servicer”: Each Affiliate of the Master Servicer, the Special Servicer,
the Mortgage Loan Seller, the Certificate Administrator, the Trustee, the Depositor or any of the
Underwriters that Services any of the Mortgage Loans and each Person, other than the Special
Servicer, who is not an Affiliate of the Master Servicer, the Mortgage Loan Seller, the Certificate
Administrator, the Trustee, the Depositor or any of the Underwriters, that Services 10% or more of
the Mortgage Loans (based on their unpaid principal balances calculated in accordance with the
provisions of Regulation AB).




          “Additional Trust Fund Expenses”: (i) Special Servicing Fees, Workout Fees and
Liquidation Fees, (ii) interest in respect of unreimbursed Advances, (iii) the cost of various
default-related or unanticipated Opinions of Counsel required or permitted to be obtained in
connection with the servicing of the Mortgage Loans and the administration of the Trust Fund and
not otherwise required to be paid by a party other than the Trust, (iv) unanticipated, non-Mortgage
Loan specific expenses of the Trust Fund, including indemnities and expense reimbursements to the
Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating
Advisor and the Depositor and federal, state and local taxes, and tax-related expenses,
specifically payable out of the Trust Fund and (v) any other default-related or unanticipated
expense of the Trust Fund not specifically included in the calculation of Realized Loss for which
there is no corresponding collection from a Mortgagor. Notwithstanding anything to the contrary,
“Additional Trust Fund Expenses” shall not include allocable overhead of the Master Servicer, the
Special Servicer, the Operating Advisor, the Trustee, the Certificate Administrator or the
Certificate Registrar, such as costs for office space, office equipment, supplies and related
expenses, employee salaries and related expenses, and similar costs and expenses related to
allocable overhead.




          “Administrative Fee Rate”: As of any date of determination, a rate equal to the sum
of the Servicing Fee Rate, the Operating Advisor Fee Rate and the Certificate Administrator Fee
Rate.




          “Advance”: Any P&I Advance or Property Advance.




          “Advance Interest Amount”: Interest at the Advance Rate on the aggregate amount of
P&I Advances and Property Advances for which the Master Servicer, the Special Servicer or the
Trustee, as applicable, have not been reimbursed for the number of days from the date on which such
Advance was made through, but not including, the date of reimbursement of


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 the related Advance or
other such amount, less any amount of interest previously paid on such Advance.




          “Advance Rate”: A per annum rate equal to the Prime Rate, compounded annually.




          “Affiliate”: With respect to any specified Person, any other Person controlling or
controlled by or under common control with such specified Person. For the purposes of this
definition, “control” when used with respect to any specified Person means the power to direct the
management and policies of such Person, directly or indirectly, whether through the ownership of
voting securities, by contract or otherwise, and the terms “controlling” and “controlled” have
meanings correlative to the foregoing. The Trustee and/or the Certificate Administrator may obtain
and rely on an Officer’s Certificate of the Master Servicer, the Special Servicer or the Depositor
to determine whether any Person is an Affiliate of such party.




          “Agent Member”: Members of, or participants in, the Depository.




          “Agreement”: This Pooling and Servicing Agreement and all amendments hereof and
supplements hereto.




          “Ancillary Fees”: With respect to any Mortgage Loan (or any Split-Loan), any and all
demand fees, beneficiary statement charges, fees for insufficient or returned checks and other
usual and customary charges and fees (other than Modification Fees, Consent Fees, Penalty Charges,
Assumption Fees, assumption application fees and defeasance fees) actually received from the
related Mortgagor.




          “Anticipated Repayment Date”: With respect to any Mortgage Loan that is indicated on
the Mortgage Loan Schedule as having a Revised Rate, the date upon which such Mortgage Loan
commences accruing interest at such Revised Rate.




          “Anticipated Termination Date”: Any Distribution Date on which it is anticipated that
the Trust Fund will be terminated pursuant to Section 9.01(c) of this Agreement.




          “Applicable Monthly Payment”: For any Mortgage Loan with respect to any month
(including any such Mortgage Loan as to which the related Mortgaged Property has become an REO
Property), the Monthly Payment; provided, however, that for purposes of calculating
the amount of any P&I Advance required to be made by the Master Servicer or the Trustee,
notwithstanding the amount of such Applicable Monthly Payment, interest shall be calculated at the
Mortgage Loan Rate less the Servicing Fee Rate; and provided, further, that for
purposes of determining the amount of any P&I Advance, the Monthly Payment shall be as reduced
pursuant to any modification of a Mortgage Loan pursuant to Section 3.24 of this Agreement
or pursuant to any bankruptcy, insolvency, or other similar proceeding involving the related
Mortgagor.




          “Appraisal”: An appraisal prepared by an Appraiser, prepared in accordance with MAI
standards.




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          “Appraisal Reduction Amount”: For any Distribution Date and for any Mortgage Loan (or
Split-Loan) as to which an Appraisal Reduction Event has occurred and an Appraisal Reduction Amount
is required to be calculated, an amount (subject to the operation of the final paragraph of
Section 3.10(a)) equal to the excess, if any, of (a) the Stated Principal Balance of such
Mortgage Loan (or Split-Loan) as of the last day of the related Collection Period over (b) the
excess of (i) the sum of (A) 90% of the appraised values of the related Mortgaged Property or
Properties (as determined by one or more Appraisals obtained by the Special Servicer (the cost
of which shall be advanced by the Master Servicer as a Property Advance unless such Property
Advance would be a Nonrecoverable Advance)), minus such downward adjustments as the Special
Servicer may make in accordance with the Servicing Standard (without implying any obligation to do
so) based upon the Special Servicer’s review of the Appraisal and such other information as the
Special Servicer may deem appropriate and (B) all escrows, letters of credit and reserves in
respect of such Mortgage Loan (or Split-Loan) as of the date of the calculation over (ii) the sum
as of the Due Date occurring in the month of the date of determination of (A) to the extent not
previously advanced by the Master Servicer or the Trustee, all unpaid interest on such Mortgage
Loan at a per annum rate equal to its Mortgage Loan Rate (and with respect to a Split-Loan,
interest on the related Companion Loan at the related interest rate without giving effect to the
related Default Rate), (B) all unreimbursed Advances (which shall include, without limitation, (1)
any Advances as to which the advancing party was reimbursed from a source other than the related
Mortgagor and (2) any Unliquidated Advances), with interest thereon at the Advance Rate in respect
of such Mortgage Loan and (C) all currently due and unpaid real estate taxes and assessments,
insurance premiums and ground rents, unpaid Special Servicing Fees and all other amounts, due and
unpaid with respect to such Mortgage Loan (or Split-Loan) (which taxes, premiums, ground rents and
other amounts have not been the subject of an Advance by the Master Servicer or the Trustee, as
applicable, and/or for which funds have not been escrowed). As promptly as reasonably practicable
after the occurrence of an Appraisal Reduction Event (or a longer period so long as the Special
Servicer is (as certified thereby to the Certificate Administrator in writing) diligently and in
good faith proceeding to obtain such), if an Appraisal has not been obtained within the immediately
preceding nine (9) months (or if the Special Servicer has determined such Appraisal to be
materially inaccurate), the Special Servicer shall use reasonable efforts to obtain an Appraisal,
the costs of which shall be paid by the Master Servicer as a Property Advance (or as an expense of
the Trust Fund and paid by the Master Servicer out of the Collection Account if such Property
Advance would be a Nonrecoverable Advance). On the first Determination Date occurring on or after
the delivery of such Appraisal, the Special Servicer shall calculate or adjust, as applicable, the
Appraisal Reduction Amount to take into account such Appraisal. Notwithstanding the foregoing, if
an Appraisal is not obtained within 120 days following the events described in the applicable
clause of the definition “Appraisal Reduction Event” (without regard to the time periods stated
therein), then, until such Appraisal is obtained and solely for purposes of determining the amounts
of P&I Advances, the Appraisal Reduction Amount will equal 25% of the current Stated Principal
Balance of the related Mortgage Loan; provided that, upon receipt of an Appraisal,
the
Appraisal Reduction Amount for such Mortgage Loan (or Split-Loan) will be recalculated in
accordance with this definition without regard to this sentence. With respect to each Mortgage
Loan (or Split-Loan) as to which an Appraisal Reduction Event has occurred (unless the Mortgage
Loan or Split-Loan has become a Corrected Mortgage Loan (if a Servicing Transfer Event had occurred
with respect to the related Mortgage Loan or Split-Loan) and has remained current for


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three
consecutive Monthly Payments, and with respect to which no other Appraisal Reduction Event has
occurred with respect thereto during the preceding three months), the Special Servicer shall,
within 30 days after each anniversary of such Appraisal Reduction Event, order an update of the
prior Appraisal (the cost of which will be covered by, and reimbursable as, a Property Advance by
the Master Servicer or as an expense of the Trust Fund and paid by the Master Servicer out of the
Collection Account if such Property Advance would be a Nonrecoverable Advance), provided,
however, no new or updated Appraisal will be required if the Mortgage Loan or REO Property
is
under contract to be sold within 90 days of such Appraisal Reduction Event or anniversary
thereof and the Special Servicer reasonably believes such sale is likely to close. Based upon such
Appraisal or letter updates thereto, the Special Servicer shall determine and report to the Master
Servicer and the Certificate Administrator the Appraisal Reduction Amount, if any, with respect to
such Mortgage Loan (or Split-Loan), and each of those parties shall be entitled to rely
conclusively on such determination by the Special Servicer. The Special Servicer shall deliver a
copy of any such Appraisal to the Master Servicer and the Certificate Administrator, which shall be
in electronic format. Each Appraisal Reduction Amount shall also be adjusted with respect to the
next Distribution Date to take into account any subsequent Appraisal and annual letter updates, as
of the date of each such subsequent Appraisal or letter update.




          Upon payment in full or final disposition or liquidation (including through a discounted
payoff or a loan sale or assignment to a Mortgagor or Mortgagor Affiliate in lieu of a discharge of
mortgage or discounted pay-off) of any Mortgage Loan (or Split-Loan) for which an Appraisal
Reduction Amount has been determined, such Appraisal Reduction Amount will be reduced to zero. In
addition, with respect to any Mortgage Loan (or Split-Loan), as to which an Appraisal Reduction
Event has occurred, such Mortgage Loan (or Split-Loan) shall no longer be subject to the Appraisal
Reduction Amount if (a) such Mortgage Loan (or Split-Loan) has become a Corrected Mortgage Loan (if
a Servicing Transfer Event had occurred with respect to the related Mortgage Loan or Split-Loan)
and such Mortgage Loan (or Split-Loan) becomes and remains current for three consecutive Monthly
Payments and (b) no other Appraisal Reduction Event has occurred and is continuing.




          “Appraisal Reduction Event”: With respect to any Mortgage Loan (or Split-Loan), the
earliest of (i) the date on which such Mortgage Loan (or Split-Loan) becomes a Modified Asset, (ii)
the date on which such Mortgage Loan (or Split-Loan) is 60 days or more delinquent in respect of
any Monthly Payment, except for a Balloon Payment, (iii) in the case of a delinquent Balloon
Payment, (A) the date occurring 60 days after the date on which such Balloon Payment was due
(except as described in clause B below) or (B) if the related Mortgagor has delivered a refinancing
commitment acceptable to the Special Servicer prior to the date 60 days after the Balloon Payment
was due, the date occurring 120 days after the date on which the Balloon Payment was due (or such
shorter period beyond the date on which that Balloon Payment was due during which the refinancing
is scheduled to occur), (iv) the related Mortgaged Property has become an REO Property, (v) a
receiver or similar official is appointed and continues for 60 days in such capacity in respect of
the related Mortgaged Property, (vi) 60 days after the related Mortgagor is subject to a
bankruptcy, insolvency or similar proceedings, which, in the case of an involuntary bankruptcy,
insolvency or similar proceeding, is not dismissed within those 60 days, or (vii) such Mortgage
Loan or Split-Loan remains outstanding five (5) years following any extension of its Maturity Date
pursuant to Section 3.24 of this


-8-









 







Agreement. No Appraisal Reduction Event may occur at any
time when the aggregate Certificate Principal Amount of all Classes of Certificates (other than the
Class A Senior Certificates) has been reduced to zero. The Special Servicer shall notify the
Master Servicer and the Master Servicer shall notify the Special Servicer, as applicable, promptly
upon the occurrence of any of the foregoing events.




          “Appraised Value”: As of any date of determination, the appraised value of a
Mortgaged Property based upon an appraisal or update thereof prepared by an Appraiser that is
contained in the related Servicing File obtained within the time parameters required by this
Agreement.




          “Appraised-Out Class”: As defined in Section 3.10(a) of this Agreement.




          “Appraiser”: An Independent nationally recognized professional commercial real estate
appraiser who (i) is a member in good standing of the Appraisal Institute, (ii) if the state in
which the related Mortgaged Property is located certifies or licenses appraisers, is certified or
licensed in such state, and (iii) has a minimum of five (5) years experience in the related
property type and market.




          “ARD Loan”: Any Mortgage Loan that is identified as having an Anticipated Repayment
Date and Revised Rate on the Mortgage Loan Schedule.




          “Asset Status Report”: As defined in Section 3.21(b) of this Agreement.




          “Assignment of Leases”: With respect to any Mortgaged Property, any assignment of
leases, rents and profits or similar agreement executed by the Mortgagor, assigning to the
mortgagee all of the income, rents and profits derived from the ownership, operation, leasing or
disposition of all or a portion of such Mortgaged Property, in the form which was duly executed,
acknowledged and delivered, as amended, modified, renewed or extended through the date hereof and
from time to time hereafter.




          “Assumed Monthly Payment”: With respect to any Mortgage Loan that is delinquent in
respect of its balloon payment (including any REO Mortgage Loan as to which the balloon payment
would have been past due), an amount equal to the sum of (a) the principal portion of the Monthly
Payment that would have been due on such Mortgage Loan on the related Due Date (or the portion
thereof not received) based on the constant payment required by the related Note and the
amortization or payment schedule thereof (as calculated with interest at the related Mortgage Loan
Rate), if any, assuming such balloon payment has not become due (after giving effect to any prior
modification), and (b) interest at the Mortgage Loan Rate for such Mortgage Loan minus the
applicable Servicing Fee Rate.




          “Assumption Fees”: With respect to any Mortgage Loan (or Split-Loan), any and all
assumption fees of such Mortgage Loan (or Split-Loan) for transactions effected under Section
3.09(a), Section 3.09(b) and Section 3.09(c) of this Agreement (excluding
assumption application fees), actually paid by the related Mortgagor and other applicable fees (not
including assumption fees and/or assumption application fees) actually paid by the related
Mortgagor in accordance with the related Loan Documents, with respect to any assumption or
substitution agreement entered into by the Master Servicer or the Special Servicer on behalf of the
Trust (or,


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in the case of a Split-Loan, on behalf of the Trust and the related Companion Loan
Holder) pursuant to Section 3.09(a)of this Agreement or paid by the related Mortgagor with
respect to any transfer of an interest in such Mortgagor pursuant to Section 3.09(a) of
this Agreement.




          “Authenticating Agent”: Any authenticating agent appointed by the Certificate
Administrator pursuant to Section 5.09 of this Agreement.




          “Available Funds”: With respect to any Distribution Date, an amount equal to the sum
of (without duplication):





     (a) the aggregate amount relating to the Trust Fund on deposit in the Collection
Account and the Lower-Tier Distribution Account, as of the close of business on the Business
Day prior to the Master Servicer Remittance Date, exclusive of (without duplication):




     (i) all Monthly Payments and Balloon Payments paid by the Mortgagors that are
due on a Due Date (without regard to grace periods) after the end of the related
Collection Period (without regard to grace periods);




     (ii) all unscheduled payments of principal (including Principal Prepayments
(together with any related payments of interest allocable to the period following
the Due Date for the related Mortgage Loan during the related Collection Period)),
Liquidation Proceeds, Insurance Proceeds or Condemnation Proceeds and other
unscheduled recoveries received subsequent to the related Determination Date;




     (iii) all amounts payable or reimbursable to any Person from the Collection
Account pursuant to clauses (ii) through (ix), inclusive, of Section 3.06(a)
of this Agreement;




     (iv) all Yield Maintenance Charges;




     (v) Excess Interest;




     (vi) all amounts deposited in the Collection Account or the Lower-Tier
Distribution Account, as the case may be, in error; and




     (vii) with respect to the Mortgage Loans for which Withheld Amounts are
required to be deposited in the Interest Reserve Account, and any Distribution Date
in (1) each February or (2) any January in a year that is not a leap year (unless,
in either case, such Distribution Date is the final Distribution Date), an amount
equal to one day of interest on the Stated Principal Balance of such Mortgage Loan
as of the close of business on the Distribution Date in the month preceding the
month in which the subject Distribution Date occurs at the related Mortgage Loan
Rate, less the Administrative Fee Rate, to the extent such amounts are to be
deposited in the Interest Reserve Account and held for future distribution pursuant
to Section 3.23 of this Agreement;



-10-









 






     (b) if and to the extent not already included in clause (a) hereof, the aggregate
amount transferred from any REO Account to the Collection Account for such Distribution Date
pursuant to Section 3.16 of this Agreement;




     (c) the aggregate amount of any Compensating Interest Payments and P&I Advances made by
the Master Servicer or the Trustee, as applicable, for such
Distribution Date (net of the related Certificate Administrator Fee with respect to the
Mortgage Loans for which such P&I Advances are made); and




     (d) for the Distribution Date occurring in each March (or February if the final
Distribution Date occurs in such month), the Withheld Amounts remitted to the Lower-Tier
Distribution Account pursuant to Section 3.23 of this Agreement.


Notwithstanding the investment of funds held in the Collection Account pursuant to Section
3.07 of this Agreement, for purposes of calculating the Available Funds, the amounts so
invested shall be deemed to remain on deposit in such account.




          “Balloon Mortgage Loan”: Any Mortgage Loan or Companion Loan, as applicable, that by
its original terms or by virtue of any modification provides for an amortization schedule extending
beyond its Maturity Date or the maturity date of the Companion Loan, as applicable, unless such
extension results solely from the accrual of interest on the basis of the actual number of days
elapsed in a year of 360 days, notwithstanding calculation of Monthly Payments based on a 360-day
year consisting of twelve 30-day months.




          “Balloon Payment”: With respect to any Balloon Mortgage Loan as of any date of
determination, the amount outstanding on the Maturity Date of such Mortgage Loan or the maturity
date of the Companion Loan, as applicable, in excess of the related Monthly Payment.




          “Bank of America”: Bank of America, National Association, and its
successors-in-interest.




          “Base Interest Fraction”: With respect to any Principal Prepayment on any Mortgage
Loan and with respect to any Class of Class A-1, Class A-2, Class A-3, Class A-4, Class A-J, Class
B, Class C, Class D and Class E Certificates is a fraction (a) whose numerator is the amount, if
any, by which (i) the Pass-Through Rate on such Class of Certificates exceeds (ii) the discount
rate used in accordance with the related Loan Documents in calculating the Yield Maintenance Charge
with respect to such Principal Prepayment (or, if the Yield Maintenance Charge is a fixed
percentage of the principal balance of the related Mortgage Loan, the yield rate applicable to any
related yield maintenance charge otherwise described in the related Loan Documents) and (b) whose
denominator is the amount, if any, by which (i) the Mortgage Loan Rate on such Mortgage Loan
exceeds (ii) the discount rate used in accordance with the related Loan Documents in calculating
the Yield Maintenance Charge with respect to such Principal Prepayment (or, if the Yield
Maintenance Charge is a fixed percentage of the principal balance of the related Mortgage Loan, the
yield rate applicable to any related yield maintenance charge otherwise described in the related
Loan Documents); provided, however, that under no circumstances shall the Base
Interest Fraction be greater than one. If such discount rate is greater than or equal to the
Mortgage Loan Rate on such Mortgage Loan then the Base


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Interest Fraction will equal zero;
provided, however that if such discount rate is greater than the Mortgage Loan
Rate, but is less than the Pass-Through Rate on the subject Class then the Base Interest Fraction
will be one.




          “Beneficial Owner”: With respect to a Global Certificate, the Person who is the
beneficial owner of such Certificate as reflected on the books of the Depository or on the books
of a Person maintaining an account with such Depository (directly as a Depository Participant
or indirectly through a Depository Participant, in accordance with the rules of such Depository).
Each of the Trustee, the Certificate Administrator, the Special Servicer and the Master Servicer
shall have the right to require, as a condition to acknowledging the status of any Person as a
Beneficial Owner under this Agreement, that such Person provide evidence (which may be in the form
of an Investor Certification) at its expense of its status as a Beneficial Owner hereunder.




          “Breach”: As defined in Section 2.03(a) of this Agreement.




          “Business Day”: Any day other than a Saturday, a Sunday or any day on which the New
York Stock Exchange, the Federal Reserve Bank of New York or banking institutions in the States of
New York, Florida, Georgia and North Carolina, the cities in which the principal offices of the
Master Servicer or the Special Servicer are located, or the city in which the Corporate Trust
Office of the Certificate Administrator or the Trustee is located are authorized or obligated by
law, executive order or governmental decree to be closed.




          “Calculation Rate”: A discount rate appropriate for the type of cash flows being
discounted, namely (i) for principal and interest payments on a Mortgage Loan or from the sale of a
Defaulted Mortgage Loan, the highest of (1) the rate determined by the Master Servicer or Special
Servicer, as applicable, that approximates the market rate that would be obtainable by the
Mortgagors on similar debt of the Mortgagors as of such date of determination, (2) the Mortgage
Loan Rate and (3) the yield on 10-year U.S. treasuries and (ii) for all other cash flows, including
property cash flow, the “discount rate” set forth in the most recent Appraisal (or update of such
Appraisal).




          “CCRE Lending”: Cantor Commercial Real Estate Lending, L.P., a Delaware limited
partnership, and its successors in interest.




          “Certificate”: Any Class A-1, Class A-2, Class A-3, Class A-4, Class A-J, Class X-A,
Class X-B, Class B, Class C, Class D, Class E, Class F, Class G, Class NR, Class S or Class R
Certificate issued, authenticated and delivered hereunder.




          “Certificate Administrator”: Citibank, N.A., a national banking association, or its
successor in interest, or any successor Certificate Administrator appointed as herein provided.




          “Certificate Administrator Accounts”: As defined in Section 3.07(a) of this
Agreement.




          “Certificate Administrator Fee”: With respect to each Mortgage Loan and for any
Distribution Date, an amount accrued during the related Interest Accrual Period at the Certificate
Administrator Fee Rate on the Stated Principal Balance of such Mortgage Loan as of the close of
business on the Distribution Date in such Interest Accrual Period; provided that such
amounts


-12-









 







 shall be computed for the same period and on the same interest accrual basis respecting
which any related interest payment due or deemed due on the related Mortgage Loan is computed and
shall be prorated for partial periods. A portion of the Certificate Administrator Fee, namely the
Trustee Fee, shall be payable to the Trustee. For the avoidance of doubt, the Certificate
Administrator Fee shall be payable from the Lower-Tier REMIC. No Certificate Administrator Fee
shall be payable with respect to any Companion Loan.




          “Certificate Administrator Fee Rate”: With respect to each Mortgage Loan, a rate
equal to 0.0045% per annum, calculated on the same interest accrual basis as the related Mortgage
Loan.




          “Certificate Administrator’s Website”: The internet website of the Certificate
Administrator, initially located at www.sf.citidirect.com.




          “Certificate Factor”: With respect to any Class of Regular Certificates, as of any
date of determination, a fraction, expressed as a decimal carried to eight places, the numerator of
which is the then related Certificate Principal Amount or the Notional Amount, as the case may be,
and the denominator of which is the related initial Certificate Principal Amount or the initial
Notional Amount, as the case may be.




          “Certificate Principal Amount”: With respect to any Class of Sequential Pay
Certificates (a) on or prior to the first Distribution Date, an amount equal to the aggregate
initial Certificate Principal Amount of such Class of Sequential Pay Certificates, as specified in
the Preliminary Statement hereto, and (b) as of any date of determination after the first
Distribution Date, the Certificate Principal Amount of such Class of Sequential Pay Certificates on
the Distribution Date immediately prior to such date of determination, less actual distributions of
principal thereon and allocation of Realized Losses thereto on such prior Distribution Date.




          “Certificate Register” and “Certificate Registrar”: The register maintained
and the registrar appointed pursuant to Section 5.03(a) of this Agreement.




          “Certificateholder”: With respect to any Certificate, the Person whose name is
registered in the Certificate Register (including, other than with respect to the Special Servicer,
solely for the purposes of distributing reports, statements or other information pursuant to this
Agreement, Beneficial Owners of Certificates or potential transferees of Certificates to the extent
the person distributing such information has been provided with the name of the Beneficial Owner or
potential transferee); provided, that, except to the extent provided in the next proviso,
solely for the purpose of giving any consent or taking any action pursuant to this Agreement that
relates to the rights, duties, and/or obligations of the Depositor, the Master Servicer, the
Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, a manager of a
Mortgaged Property or a Mortgagor, any Certificate beneficially owned by any such party or any
Person known to a Responsible Officer of the Certificate Registrar to be an Affiliate of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator,
the Operating Advisor, a manager of a Mortgaged Property or a Mortgagor shall be deemed not to be
outstanding and the Voting Rights to which it is entitled shall not be taken into account in
determining whether the requisite percentage of Voting Rights necessary to effect any such consent
or take any such action has been obtained; provided, however, that for purposes of


-13-









 







obtaining the consent of Certificateholders to an amendment of this Agreement, any Certificates
beneficially owned by the Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Certificate Administrator, the Operating Advisor or an Affiliate of the Depositor, the Master
Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Operating Advisor
shall be deemed to be outstanding, provided that such amendment does not relate to the increase in
compensation or material reduction of obligations of the Depositor, the Master Servicer, the
Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor
or any of their Affiliates, in which case such Certificate shall be deemed not to be
outstanding. If the Master Servicer, the Special Servicer, the Trustee, the Certificate
Administrator or their respective affiliates, if any, is a member of the Controlling Class, it
shall be permitted to act in such capacity and exercise all rights under this Agreement bestowed
upon the Controlling Class. The Trustee and Certificate Administrator shall be entitled to
conclusively rely upon (and each Holder exercising Voting Rights will deliver) an Investor
Certification for the purposes of determining whether the Voting Rights of any Certificateholder
shall be limited as provided above.




          “Certification Indemnitee”: As defined in Section 10.12.




          “Certification Parties”: As defined in Section 10.06.




          “Certifying Certificateholder”: A Certificateholder or Beneficial Owner of a
Certificate that has provided the Trustee or Certificate Administrator, as applicable, with an
executed Investor Certification.




          “Certifying Person”: As defined in Section 10.06.




          “Certifying Servicer”: As defined in Section 10.09.




          “Class”: With respect to the Certificates, all of the Certificates bearing the same
alphabetical and numerical class designation, and with respect to the Lower-Tier Regular Interests,
each interest set forth in the Preliminary Statement hereto.




          “Class A Certificates”: The Class A-1 Certificates, the Class A-2 Certificates, the
Class A-3 Certificates, the Class A-4 Certificates and the Class A-J Certificates.




          “Class A Senior Certificates”: The Class A-1 Certificates, the Class A-2
Certificates, the Class A-3 Certificates and the Class A-4 Certificates.




          “Class A-1 Certificate”: Any one of the Certificates executed and authenticated by
the Certificate Administrator or the Authenticating Agent in substantially the form set forth in
Exhibit A-1 hereto.




          “Class A-1 Component”: The Class X-A Component having such designation.




          “Class A-1 Pass-Through Rate”: A per annum fixed rate equal to 1.5577%.




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          “Class A-2 Certificate”: Any one of the Certificates executed and authenticated by
the Certificate Administrator or the Authenticating Agent in substantially the form set forth in
Exhibit A-2 hereto.




          “Class A-2 Component”: The Class X-A Component having such designation.




          “Class A-2 Pass-Through Rate”: A per annum fixed rate equal to 3.0614%.




          “Class A-3 Certificate”: Any one of the Certificates executed and authenticated by
the Certificate Administrator or the Authenticating Agent in substantially the form set forth in
Exhibit A-3 hereto.




          “Class A-3 Component”: The Class X-A Component having such designation.




          “Class A-3 Pass-Through Rate”: A per annum fixed rate equal to 3.8172%.




          “Class A-4 Certificate”: Any one of the Certificates executed and authenticated by
the Certificate Administrator or the Authenticating Agent in substantially the form set forth in
Exhibit A-4 hereto.




          “Class A-4 Component”: The Class X-A Component having such designation.




          “Class A-4 Pass-Through Rate”: A per annum fixed rate equal to 3.8343%.




          “Class A-J Certificate”: Any one of the Certificates executed and authenticated by
the Certificate Administrator or the Authenticating Agent in substantially the form set forth in
Exhibit A-5 hereto.




          “Class A-J Component”: The Class X-A Component having such designation.




          “Class A-J Pass-Through Rate”: A per annum rate equal to the WAC Rate.




          “Class B Certificate”: Any one of the Certificates executed and authenticated by the
Certificate Administrator or the Authenticating Agent in substantially the form set forth in
Exhibit A-8 hereto.




          “Class B Component”: The Class X-B Component having such designation.




          “Class B Pass-Through Rate”: A per annum rate equal to the WAC Rate.




          “Class C Certificate”: Any one of the Certificates executed and authenticated by the
Certificate Administrator or the Authenticating Agent in substantially the form set forth in
Exhibit A-9 hereto.




          “Class C Component”: The Class X-B Component having such designation.




          “Class C Pass-Through Rate”: A per annum rate equal to the WAC Rate.




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          “Class D Certificate”: Any one of the Certificates executed and authenticated by the
Certificate Administrator or the Authenticating Agent in substantially the form set forth in
Exhibit A-10 hereto.




          “Class D Component”: The Class X-B Component having such designation.




          “Class D Pass-Through Rate”: A per annum rate equal to the WAC Rate.




          “Class E Certificate”: Any one of the Certificates executed and authenticated by the
Certificate Administrator or the Authenticating Agent in substantially the form set forth in
Exhibit A-11 hereto.




          “Class E Component”: The Class X-B Component having such designation.




          “Class E Pass-Through Rate”: A per annum rate equal to the WAC Rate.




          “Class F Certificate”: Any one of the Certificates executed and authenticated by the
Certificate Administrator or the Authenticating Agent in substantially the form set forth in
Exhibit A-12 hereto.




          “Class F Component”: The Class X-B Component having such designation.




          “Class F Pass-Through Rate”: A per annum rate equal to the lesser of 5.2500% and the
WAC Rate.




          “Class G Certificate”: Any one of the Certificates executed and authenticated by the
Certificate Administrator or the Authenticating Agent in substantially the form set forth in
Exhibit A-13 hereto.




          “Class G Component”: The Class X-B Component having such designation.




          “Class G Pass-Through Rate”: A per annum rate equal to the lesser of 5.2500% and the
WAC Rate.




          “Class NR Certificate”: Any one of the Certificates executed and authenticated by the
Certificate Administrator or the Authenticating Agent in substantially the form set forth in
Exhibit A-14 hereto.




          “Class NR Component”: The Class X-B Component having such designation.




          “Class NR Pass-Through Rate”: A per annum rate equal to the lesser of 5.2500% and the
WAC Rate.




          “Class R Certificate”: Any one of the Certificates executed and authenticated by the
Certificate Administrator or the Authenticating Agent in substantially the form set forth in
Exhibit A-16 hereto. The Class R Certificates have no Pass-Through Rate, Certificate
Principal Amount or Notional Amount.



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          “Class S Certificate”: Any one of the Certificates executed and authenticated by the
Certificate Administrator or the Authenticating Agent in substantially the form set forth in
Exhibit A-15 hereto and evidencing an undivided beneficial interest in the Grantor Trust.
The Class S Certificates have no Pass-Through Rate, Certificate Principal Amount or Notional
Amount.




          “Class X Certificates”: The Class X-A Certificates and/or the Class X-B Certificates,
as the context requires.




          “Class X Strip Rate”: With respect to each Component for any Distribution Date, a
rate per annum equal to (i) the WAC Rate for such Distribution Date, minus (ii) the Pass-Through
Rate for the Class of Corresponding Certificates.




          “Class X-A Certificate”: Any one of the Certificates executed and authenticated by
the Certificate Administrator or the Authenticating Agent in substantially the form set forth in
Exhibit A-6 hereto.




          “Class X-A Components”: The Class A-1 Component, the Class A-2 Component, the Class
A-3 Component, the Class A-4 Component and the Class A-J Component.




          “Class X-A Notional Amount”: With respect to the Class X-A Certificates as of any
date of determination, the sum of the then Lower-Tier Principal Balances of all of the
Corresponding Lower-Tier Regular Interests with respect to the Class X-A Components.




          “Class X-A Pass-Through Rate”: For any Distribution Date, the weighted average of
Class X Strip Rates for the Class X-A Components for such Distribution Date (weighted on the basis
of the respective Component Notional Amounts of such Components outstanding immediately prior to
such Distribution Date).




          “Class X-B Certificate”: Any one of the Certificates executed and authenticated by
the Certificate Administrator or the Authenticating Agent in substantially the form set forth in
Exhibit A-7 hereto.




          “Class X-B Components”: The Class B Component, the Class C Component, the Class D
Component, the Class E Component, the Class F Component, the Class G Component and the Class NR
Component.




          “Class X-B Notional Amount”: With respect to the Class X-B Certificates as of any
date of determination, the sum of the then Lower-Tier Principal Balances of all of the
Corresponding Lower-Tier Regular Interests with respect to the Class X-B Components.




          “Class X-B Pass-Through Rate”: For any Distribution Date, the weighted average of
Class X Strip Rates for the Class X-B Components for such Distribution Date (weighted on the basis
of the respective Component Notional Amounts of such Components outstanding immediately prior to
such Distribution Date).



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          “Clearing Agency”: An organization registered as a “clearing agency” pursuant to
Section 17A of the Exchange Act. The initial Clearing Agency shall be The Depository Trust
Company.




          “Clearstream”: Clearstream Banking, société anonyme, and its successors in interest.




          “Closing Date”: December 15, 2011.




          “Code”: The Internal Revenue Code of 1986, as amended from time to time, any
successor statute thereto, and any temporary or final regulations of the United States Department
of the Treasury promulgated pursuant thereto.




          “Collection Account”: The account or accounts created and maintained by the Master
Servicer pursuant to Section 3.05(a) of this Agreement, which shall be entitled “Bank of
America, National Association, as Master Servicer for the benefit of Citibank, N.A., as Trustee,
for the registered holders of CFCRE Commercial Mortgage Trust 2011-C2 Commercial Mortgage
Pass-Through Certificates, Series 2011-C2 and Companion Loan Holder, as their interests may appear”
and which must be an Eligible Account.




          “Collection Period”: With respect to a Distribution Date and each Mortgage Loan, the
period beginning on the day after the Due Date (without regard to grace periods) in the month
preceding the month in which such Distribution Date occurs (or, in the case of the Distribution
Date occurring in January 2012, beginning on the day after the Cut-Off Date) and ending on the Due
Date (without regard to grace periods) in the month in which such Distribution Date occurs.




          “Collective Consultation Period”: Any period when both (i) the Certificate Principal
Amount of the Class F Certificates, net of any Appraisal Reduction Amounts notionally allocated to
the reduction of the principal amount of that Class, is less than 25% of the initial Certificate
Principal Amount of the Class F Certificates and (ii) the Certificate Principal Amount of the Class
F Certificates, without regard to any Appraisal Reduction Amounts allocated to the reduction of the
principal amount of that Class, is at least 25% of the initial Certificate Principal Amount of the
Class F Certificates.




          “Commission”: The Securities and Exchange Commission.




          “Companion Loan”: With respect to any Split-Loan, any related note that is not
included in the Trust and that is pari passu in right of payment to the related Mortgage Loan that
is included in the Trust to the extent set forth in the related Intercreditor Agreement. The only
Companion Loan related to the Trust is the RiverTown Crossings Mall Companion Loan.




          “Companion Loan Holder”: The holder of a Companion Loan, including any RiverTown
Crossings Mall Companion Loan Holder(s).




          “Companion Note”: With respect to any Companion Loan as of any date of determination,
the note or other evidence of indebtedness and/or agreements evidencing the


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indebtedness of the
Mortgagor under such Companion Loan, including any amendments or modifications, or any renewal or
substitution notes, as of such date.




          “Compensating Interest Payments”: Any payment required to be made by the Master
Servicer pursuant to Section 3.13 of this Agreement to cover Prepayment Interest
Shortfalls.




          “Component”: With respect to the Class X-A Certificates, the Class A-1 Component, the
Class A-2 Component, the Class A-3 Component, the Class A-4 Component and the Class A-J Component;
and with respect to the Class X-B Certificates, the Class B
Component, Class C Component, Class D Component, Class E Component, Class F Component, Class G
Component and Class NR Component.




          “Component Notional Amount”: With respect to each Component and any date of
determination, the Notional Amount of each of the Class X-A Components and the Class X-B
Components.




          “Condemnation Proceeds”: All proceeds received in connection with the taking of all
or a part of a Mortgaged Property or REO Property by exercise of the power of eminent domain or
condemnation, subject, however, to the rights of any tenants and ground lessors, as the case may
be, and the terms of the related Mortgage.




          “Confidentiality Exception”: With respect to the disclosure of any information
provided to any party pursuant to the terms of this Agreement, including, without limitation, any
Privileged Information, that (a) such information has become generally available and known to the
public other than as a result of a disclosure directly or indirectly by the party disclosing the
information, (b) it is reasonable and necessary for the party disclosing such information to do so
in working with legal counsel, auditors, taxing authorities or other governmental agencies, (c)
such information was already known to the party disclosing such information and not otherwise
subject to a confidentiality obligation and/or (d) the disclosure of such information is required
by applicable law.




          “Consent Fees”: With respect to any Mortgage Loan (or a Split-Loan), any and all fees
actually paid by a Mortgagor with respect to any consent or approval required pursuant to the terms
of the Loan Documents that does not involve a modification, assumption, extension, waiver or
amendment of the terms of the Loan Documents.




          “Control Eligible Certificates”: Any of the Class F, Class G and Class NR
Certificates.




          “Controlling Class”: During (i) any Subordinate Control Period, the most subordinate
Class of Control Eligible Certificates then outstanding that has an aggregate Certificate Principal
Amount (as notionally reduced by any Appraisal Reduction Amounts allocable to such Class in
accordance with Section 3.10(a) of this Agreement) that is at least equal to 25% of the
initial Certificate Principal Amount of such Class or (ii) during any Collective Consultation
Period, the most subordinate class of Control Eligible Certificates then outstanding that has an
aggregate Certificate Principal Amount, without regard to any Appraisal Reduction Amounts allocable
to such Class, that is at least equal to 25% of the initial Certificate


-19-









 







Principal Amount of that
Class. The Controlling Class as of the Closing Date will be the Class NR Certificates.




          “Controlling Class Certificateholder”: Each Holder (or Beneficial Owner, if
applicable) of a Certificate of the Controlling Class as determined by the Certificate
Administrator from time to time.




          “Controlling Class Representative”: The Controlling Class Certificateholder (or other
representative) selected by at least a majority of the Controlling Class Certificateholders (with
notice to the Trustee, the Master Servicer, the Special Servicer and the Certificate
Administrator), by Certificate Principal Amount, as determined by the Certificate Registrar
from time to time; provided that, (i) absent such selection, or (ii) until a Controlling
Class Representative is so selected, or (iii) upon receipt of notice from the Holders of more than
50% of the Certificate Principal Amount of the Controlling Class that a Controlling Class
Representative is no longer so designated, the Controlling Class Certificateholder which owns the
largest aggregate Certificate Principal Amount of the Controlling Class shall be the Controlling
Class Representative.




          “Corporate Trust Office”: The office of the Trustee or the Certificate Administrator,
as applicable, at which at any particular time its corporate trust business shall be principally
administered. At the date of this Agreement, the corporate trust office of (i) the Trustee is
located at 388 Greenwich Street, 14th Floor, New York, New York 10013, Attention: Global
Transaction Services — CFCRE 2011-C2, or the principal trust office of any successor trustee
qualified and appointed pursuant to Section 8.08 of this Agreement, and (ii) the
Certificate Administrator is located at 388 Greenwich Street, 14th Floor, New York, New York 10013,
Attention: Global Transaction Services — CFCRE 2011-C2 and the office for certificate transfer
services is located at 111 Wall Street, 15th Floor, New York, New York 10005, Attention: 15th Floor
Window, or the principal trust office of any successor certificate administrator qualified and
appointed pursuant to Section 8.08 of this Agreement.




          “Corrected Mortgage Loan”: Any Mortgage Loan or Split-Loan 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
Mortgage Loan or Split-Loan or a related Mortgaged Property becoming an REO Property).




          “Corresponding Certificates”: As identified in the Preliminary Statement with respect
to any Lower-Tier Regular Interest or Component.




          “Corresponding Component”: As identified in the Preliminary Statement with respect to
any Class of Sequential Pay Certificates or Lower-Tier Regular Interest.




          “Corresponding Lower-Tier Regular Interest”: As identified in the Preliminary
Statement with respect to any Class of Sequential Pay Certificates or Component.




          “CREFC”: CRE Finance Council, formerly known as Commercial Mortgage Securities
Association, or any association or organization that is a successor thereto. If neither such
association nor any successor remains in existence, “CREFC” shall be deemed to refer to


-20-









 







such other
association or organization as may exist whose principal membership consists of servicers,
trustees, certificateholders, issuers, placement agents and underwriters generally involved in the
commercial mortgage loan securitization industry, which is the principal such association or
organization in the commercial mortgage loan securitization industry and whose principal purpose is
the establishment of industry standards for reporting transaction-specific information relating to
commercial mortgage pass-through certificates and commercial mortgage-backed bonds and the
commercial mortgage loans and foreclosed properties underlying or backing them to investors holding
or owning such certificates or bonds, and any successor to such other association or organization.
If an organization or association described
in one of the preceding sentences of this definition does not exist, “CREFC” shall be deemed
to refer to such other association or organization as shall be selected by the Master Servicer and
reasonably acceptable to the Certificate Administrator, the Special Servicer, the Operating Advisor
and, during a Subordinate Control Period, the Controlling Class Representative.




          “CREFC Advance Recovery Report”: A monthly report substantially in the form of, and
containing the information called for in, the downloadable form of the “Advance Recovery Report”
available as of the Closing Date on the CREFC Website, or such other form for the presentation of
such information and containing such additional information as may from time to time be approved by
the CREFC for commercial mortgage securities transactions generally.




          “CREFC Bond Level File”: The data file in the “CREFC Bond Level File” format
substantially in the form of and containing the information called for therein, or such other form
for the presentation of such information as may be approved from time to time by the CREFC for
commercial mortgage securities transactions generally.




          “CREFC Collateral Summary File”: The data file in the “CREFC Collateral Summary File”
format substantially in the form of and containing the information called for therein, or such
other form for the presentation of such information as may be approved from time to time by the
CREFC for commercial mortgage securities transactions generally.




          “CREFC Comparative Financial Status Report”: The monthly report in “Comparative
Financial Status Report” format substantially in the form of and containing the information called
for therein for the Mortgage Loans, or such other form for the presentation of such information as
may be approved from time to time by the CREFC for commercial mortgage securities transactions
generally.




          “CREFC Delinquent Loan Status Report”: A report substantially in the form of, and
containing the information called for in, the downloadable form of the “Delinquent Loan Status
Report” available as of the Closing Date on the CREFC Website, or no later than 90 days after its
adoption, such other form for the presentation of such information and containing such additional
information as may from time to time be approved by the CREFC for commercial mortgage securities
transactions generally.




          “CREFC Financial File”: The data file in the “CREFC Financial File” format
substantially in the form of and containing the information called for therein for the Mortgage





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Loans, or such other form for the presentation of such information as may be approved from time to
time by the CREFC for commercial mortgage securities transactions generally.



          “CREFC Historical Loan Modification and Corrected Mortgage Loan Report”: The monthly
report in the “Historical Loan Modification and Corrected Mortgage Loan Report” format
substantially in the form of and containing the information called for therein for the Mortgage
Loans, or such other form for the presentation of such information as may be approved from time to
time by the CREFC for commercial mortgage securities transactions generally.



          “CREFC Investor Reporting Package (IRP)”: (a) The following seven electronic files
(and any other files as may become adopted and promulgated by CREFC as part of the
CREFC Investor Reporting Package (IRP) from time to time): (i) CREFC Loan Setup File, (ii)
CREFC Loan Periodic Update File, (iii) CREFC Property File, (iv) CREFC Bond Level File, (v) CREFC
Financial File, (vi) CREFC Collateral Summary File and (vii) CREFC Special Servicer Loan File;



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



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



          “CREFC Loan Level Reserve/LOC Report”: The monthly report in the “CREFC Loan
Level Reserve/LOC Report” format substantially in the form of and containing the information called
for therein for the Mortgage Loans, or such other form for the presentation of such information as
may be approved from time to time by the CREFC for commercial mortgage securities transactions
generally.



          “CREFC Loan Periodic Update File”: The data file in the “CREFC Loan Periodic
Update File” format substantially in the form of and containing the information called for therein
for the Mortgage Loans, or such other form for the presentation of such information as may be
approved from time to time by the CREFC for commercial mortgage securities transactions generally.



          “CREFC Loan Setup File”: The data file in the “CREFC Loan Setup File” format
substantially in the form of and containing the information called for therein for the Mortgage
Loans, or such other form for the presentation of such information as may be approved from time to
time by the CREFC for commercial mortgage securities transactions generally.



          “CREFC NOI Adjustment Worksheet”: The worksheet in the “NOI Adjustment Worksheet”
format substantially in the form of and containing the information called for therein for the
Mortgage Loans, or such other form for the presentation of such information as may be



-22-









 




approved from
time to time by the CREFC for commercial mortgage securities transactions generally.




          “CREFC Operating Statement Analysis Report”: The monthly report in the “Operating
Statement Analysis Report” format substantially in the form of and containing the information
called for therein for the Mortgage Loans, or such other form for the presentation of such
information as may be approved from time to time by the CREFC for commercial mortgage securities
transactions generally.



          “CREFC Property File”: The data file in the “CREFC Property File” format
substantially in the form of and containing the information called for therein for the Mortgage
Loans, or such other form for the presentation of such information as may be approved from
time to time by the CREFC for commercial mortgage securities transactions generally.



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



          “CREFC REO Status Report”: The report in the “REO Status Report” format
substantially in the form of and containing the information called for therein for the Mortgage
Loans, or such other form for the presentation of such information as may be approved from time to
time by the CREFC for commercial mortgage securities transactions generally.



          “CREFC Servicer Watch List”: As of each Determination Date a report, including
and identifying each non-Specially Serviced Mortgage Loan satisfying the “CREFC Portfolio Review
Guidelines” approved from time to time by the CREFC in the “CREFC Servicer Watch List” format
substantially in the form of and containing the information called for therein for the Mortgage
Loans, or such other form (including other portfolio review guidelines) for the presentation of
such information as may be approved from time to time by the CREFC for commercial mortgage
securities transactions generally.



          “CREFC Special Servicer Loan File”: The data file in the “CREFC Special Servicer
Loan File” format substantially in the form of and containing the information called for therein
for the Mortgage Loans, or such other form for the presentation of such information as may be
approved from time to time by the CREFC for commercial mortgage securities transactions generally.



          “CREFC Total Loan Report”: The report in the “Total Loan Report” format substantially
in the form of and containing the information called for therein for the Mortgage Loans, or such
other form for the presentation of such information as may be approved from time to time by the
CREFC for commercial mortgage securities transactions generally.



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



-23-









 





          “Cross-Over Date”: The Distribution Date on which the Certificate Principal Amount of
each Class of Certificates entitled to distributions of principal (other than the Class A Senior
Certificates) is (or will be) reduced to zero due to the application of Realized Losses.



          “Custodial Agreement”: The custodial agreement, if any, from time to time in effect
between the Custodian named therein and the Certificate Administrator, as the same may be amended
or modified from time to time in accordance with the terms thereof. For avoidance of doubt, as of
the Closing Date, the Custodian is the Certificate Administrator.



          “Custodian”: Any Custodian appointed pursuant to Section 5.10 of this
Agreement and, unless the Certificate Administrator is Custodian, named pursuant to any Custodial
Agreement. The Custodian may (but need not) be the Certificate Administrator or the
Master Servicer or any Affiliate or agent of the Certificate Administrator or the Master
Servicer, but may not be the Depositor or any Affiliate thereof.



          “Cut-Off Date”: With respect to each Mortgage Loan, the Due Date for such Mortgage
Loan in December 2011.



          “Cut-Off Date Principal Balance”: With respect to any Mortgage Loan, the outstanding
principal balance of such Mortgage Loan as of the Cut-Off Date, after application of all payments
of principal due on or before such date, whether or not received.



          “Default Interest”: With respect to any Mortgage Loan or Companion Loan all interest
(other than Excess Interest) accrued in respect of such Mortgage Loan or Companion Loan as provided
in the related Note or Mortgage as a result of a default (exclusive of late payment charges) that
is in excess of interest at the related Mortgage Loan Rate (or interest rate on the Companion
Loan).



          “Default Rate”: With respect to each Mortgage Loan or Companion Loan, the per annum
rate at which interest accrues on such Mortgage Loan or Companion Loan following any event of
default on such Mortgage Loan or Companion Loan, including a default in the payment of a Monthly
Payment or a Balloon Payment.



          “Defaulted Mortgage Loan”: A Mortgage Loan or Split-Loan (i) that is delinquent at
least sixty days in respect of its Monthly Payments or delinquent in respect of its Balloon Payment
(or if the related Mortgagor delivered a refinancing commitment acceptable to the Special Servicer
prior to the date the Balloon Payment was due, delinquent for 60 days beyond the date on which the
Balloon Payment was due (or such shorter period beyond the date on which the Balloon Payment was
due during which the refinancing was scheduled to occur)), if any, in either case such delinquency
to be determined without giving effect to any grace period permitted by the related Mortgage or
Note and without regard to any acceleration of payments under the related Mortgage and Note or (ii)
as to which the Special Servicer has, by written notice to the related Mortgagor, accelerated the
maturity of the indebtedness evidenced by the related Note.



          “Defeasance Loan”: Those Mortgage Loans which provide the related Mortgagor with the
option to defease the related Mortgaged Property.



-24-









 





          “Definitive Certificate”: Any Certificate issued in certificated, definitive, fully
registered form and not registered in the name of the Clearing Agency or its nominee.



          “Delinquency Advance Date”: The Business Day immediately preceding each Distribution
Date.



          “Depositor”: CCRE Commercial Mortgage Securities, L.P., a Delaware limited
partnership, and its successors and assigns.



          “Depository”: The Depository Trust Company or a successor appointed by the
Certificate Registrar (which appointment shall be at the direction of the Depositor if the
Depositor is legally able to do so).



          “Depository Participant”: A Person for whom, from time to time, the Depository
effects book-entry transfers and pledges of securities deposited with the Depository.



          “Determination Date”: With respect to any Distribution Date, the eleventh day of the
calendar month of the related Distribution Date or, if the eleventh day is not a Business Day, the
next Business Day, commencing in January 2012.



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



          “Disqualified Non-U.S. Person”: With respect to a Class R Certificate, any Non-U.S.
Person or agent thereof other than (i) a Non-U.S. Person that holds the Class R Certificate in
connection with the conduct of a trade or business within the United States and has furnished the
transferor and the Certificate Registrar with an effective IRS Form W-8ECI or (ii) a Non-U.S.
Person that has delivered to both the transferor and the Certificate Registrar an opinion of a
nationally recognized tax counsel to the effect that the transfer of the Class R Certificate to it
is in accordance with the requirements of the Code and the regulations promulgated thereunder and
that such transfer of the Class R Certificate will not be disregarded for federal income tax
purposes.



          “Disqualified Organization”: Either (a) the United States, a State or any political
subdivision thereof, any possession of the United States, or any
agency or instrumentality of any



-25-









 




of the foregoing (other than an instrumentality that is a corporation if all of its activities are
subject to tax and a majority of its board of directors is not selected by any such governmental
unit), (b) a foreign government, International Organization or agency or instrumentality of either
of the foregoing, (c) an organization that is exempt from tax imposed by Chapter 1 of the Code
(including the tax imposed by Code Section 511 on unrelated business taxable income) on any excess
inclusions (as defined in Code Section 860E(c)(1)) with respect to the Class R Certificates (except
certain farmers’ cooperatives described in Code Section 521), (d) rural electric and telephone
cooperatives described in Code Section 1381(a)(2), or (e) any other Person so designated by the
Certificate Registrar based upon an Opinion of Counsel to the effect that any Transfer to such
Person may cause any Trust REMIC to be subject to tax or to fail to qualify as a REMIC for federal
income tax purposes at any time that the Certificates are outstanding. For
purposes of this definition, the terms “United States,” “State” and “International
Organization” shall have the meanings set forth in Code Section 7701 or successor provisions.




          “Distribution Account”: The Lower-Tier Distribution Account and the Upper-Tier
Distribution Account, each of which may be subaccounts of a single Eligible Account.



          “Distribution Date”: The fourth Business Day following the Determination Date in each
month, commencing January 2012. The first Distribution Date shall be January 17, 2012.



          “Distribution Date Statement”: As defined in Section 4.02(a) of this
Agreement.



          “Document Defect”: As defined in Section 2.03(a) of this Agreement.



          “Due Date”: With respect to (i) any Mortgage Loan on or prior to its Maturity Date,
the day of the month set forth in the related Note on which each Monthly Payment thereon is
scheduled to be first due, (ii) any Mortgage Loan after the Maturity Date therefor, the day of the
month set forth in the related Note on which each Monthly Payment on such Mortgage Loan had been
scheduled to be first due, and (iii) any REO Mortgage Loan, the day of the month set forth in the
related Note on which each Monthly Payment on the related Mortgage Loan had been scheduled to be
first due.



          “Early Termination Notice Date”: Any date as of which the aggregate Stated Principal
Balance of the Mortgage Loans is less than 1.0% of the sum of the aggregate Stated Principal
Balance of the Mortgage Loans as of the Cut-Off Date.



          “Eligible Account”: Either (i) (A) an account or accounts maintained with a
depository institution or trust company the short-term unsecured debt obligations or commercial
paper of which are rated at least “F-1” by Fitch and “P-1” by Moody’s, in the case of accounts in
which funds are held for 30 days or less or, in the case of accounts in which funds are held for
more than 30 days, the long-term unsecured debt obligations of which are rated at least “AA-” by
Fitch (or “A” by Fitch so long as the short-term deposit or short-term unsecured debt obligations
of such depository institution or trust company are rated no less than “F-1” by Fitch) and “A1” by
Moody’s or (B) as to which the Master Servicer, the Special Servicer or the Certificate
Administrator, as applicable, has received a No Downgrade Confirmation, (ii) an account or accounts
maintained at Bank of America, National Association so long as Bank of America,



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National
Association’s long-term unsecured debt rating shall be at least “A” from Fitch and “A2” from
Moody’s (if the deposits are to be held in the account for more than 30 days) or Bank of America,
National Association’s short term deposit or short term unsecured debt rating shall be at least
“F-1” from Fitch and “P-1” from Moody’s (if deposits are to be held in the account for 30 days or
less), (iii) a segregated trust account (or sub-accounts of a single account in the case of the
Excess Liquidation Proceeds Reserve Account, Interest Reserve Account or any Distribution Account)
or accounts maintained with a federal or state chartered depository institution or trust company
acting in its fiduciary capacity, which institution or trust company is rated at least “Baa3” by
Moody’s, is (in the case of a state chartered depository institution or trust company) subject to
regulations substantially similar to 12 C.F.R. §9.10(b), and is subject to supervision or
examination by federal and state authority the long-term unsecured debt
obligations of which are rated at least “Baa3” by Moody’s, or (iv) any other account that the
Master Servicer, the Special Servicer or the Certificate Administrator, as applicable, receives a
No Downgrade Confirmation, which may be an account maintained with the Certificate Administrator,
the Special Servicer or the Master Servicer. Eligible Accounts may bear interest.




          “Eligible Operating Advisor”: An institution (i) that is a special servicer on at
least one commercial mortgage securitization transaction rated by Fitch and at least one commercial
mortgage securitization transaction rated by Moody’s, (ii) that has never been a special servicer
on a commercial mortgage securitization transaction for which any of Fitch or Moody’s has
qualified, downgraded or withdrawn its rating on any class of certificates citing concerns with
such institution’s servicing as the sole or material factor in such rating action, (iii) that can
and will make the representations and warranties of the operating advisor set forth in Section
2.07(a) of this Agreement and (iv) that is not the Controlling Class Representative or the
current or former Special Servicer or one of its affiliates.



          “Environmental Report”: The environmental audit report or reports with respect to
each Mortgaged Property delivered to the Mortgage Loan Seller in connection with the origination or
acquisition of the related Mortgage Loan.



          “ERISA”: The Employee Retirement Income Security Act of 1974, as it may be amended
from time to time.



          “ERISA Restricted Certificate”: Any Class F, Class G or Class NR Certificate;
provided that any such Certificate: (a) will cease to be considered an ERISA Restricted
Certificate and (b) will cease to be subject to the transfer restrictions contained in Section
5.03(m) of this Agreement if, as of the date of a proposed transfer of such Certificate, either
(i) it is rated in one of the four highest generic ratings categories by a Rating Agency) or (ii)
relevant provisions of ERISA would permit the transfer of such Certificate to a Plan.



          “Escrow Account”: As defined in Section 3.04(b) of this Agreement.



          “Escrow Payment”: Any payment made by any Mortgagor pursuant to the related Mortgage,
Lock-Box Agreement or Loan Agreement for the account of such Mortgagor for application toward the
payment of taxes, insurance premiums, assessments, ground rents, mandated improvements and similar
items in respect of the related Mortgaged Property.



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          “Euroclear”: Euroclear Bank, as operator of the Euroclear System, and its successors
in interest.



          “Event of Default”: As defined in Section 7.01 of this Agreement.



          “Excess Interest”: With respect to each ARD Loan, additional interest accrued on such
Mortgage Loan after the Anticipated Repayment Date allocable to the difference between the Revised
Rate and the Mortgage Loan Rate, plus any compound interest thereon, to the extent permitted by
applicable law. The Excess Interest shall not be an asset of the Lower-Tier REMIC or the
Upper-Tier REMIC, but rather shall be an asset of the Grantor Trust.



          “Excess Interest Distribution Account”: The trust account or subaccount created and
maintained by the Certificate Administrator pursuant to Section 3.05(d) of this Agreement
in trust for the Class S Certificateholders, which shall be entitled “Bank of America, National
Association, for the benefit of Citibank, N.A., as Trustee, for Holders of CFCRE Commercial
Mortgage Trust 2011-C2 Commercial Mortgage Pass-Through Certificates, Series 2011-C2 — Excess
Interest Distribution Account”. Any such account shall be an Eligible Account. The Excess
Interest Distribution Account shall be held solely for the benefit of the Holders of the Class S
Certificates. The Excess Interest Distribution Account shall not be an asset of the Lower-Tier
REMIC or the Upper-Tier REMIC, but rather shall be an asset of the Grantor Trust.



          “Excess Liquidation Proceeds”: With respect to any Mortgage Loan, the excess of (i)
Liquidation Proceeds of that Mortgage Loan or related REO Property net of any related Liquidation
Expenses and any amounts payable to a Companion Loan Holder pursuant to the related Intercreditor
Agreement, over (ii) the amount that would have been received if a principal payment in full had
been made with respect to such Mortgage Loan on the Due Date immediately following the date on
which such proceeds were received.



          “Excess Liquidation Proceeds Reserve Account”: The trust account or subaccount
created and maintained by the Certificate Administrator pursuant to Section 3.05(c) of this
Agreement in trust for the Certificateholders, which shall be entitled “Bank of America, National
Association, for the benefit of Citibank, N.A., as Trustee, for Holders of CFCRE Commercial
Mortgage Trust 2011-C2 Commercial Mortgage Pass-Through Certificates, Series 2011-C2 — Excess
Liquidation Proceeds Reserve Account.” Any such account shall be an Eligible Account.



          “Excess Prepayment Interest Shortfall”: With respect to any Distribution Date, the
aggregate amount, if any, by which the Prepayment Interest Shortfalls with respect to all Principal
Prepayments received during the related Prepayment Period exceeds the Compensating Interest
Payment.



          “Exchange Act”: The Securities Exchange Act of 1934, as amended and the rules and
regulations thereunder.



          “FDIC”: The Federal Deposit Insurance Corporation, and its successors in interest.



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          “Final Asset Status Report”: With respect to any Specially Serviced Mortgage Loan,
each related Asset Status Report, together with such other data or supporting information provided
by the Special Servicer to the Controlling Class Representative, the Operating Advisor and, to the
extent required by the related Intercreditor Agreement with respect to any Split-Loan, any holder
of a related Companion Loan, which does not include any communication (other than the related Asset
Status Report) between the Special Servicer and the Controlling Class Representative (and, if
applicable, any holder of a related Companion Loan) with respect to such Specially Serviced
Mortgage Loan; provided that no Asset Status Report shall be considered to be a Final Asset
Status Report unless the Controlling Class Representative (during a Subordinate Control Period), if
applicable, has either (i) finally approved of and consented to the actions proposed to be taken in
connection therewith, or has exhausted all of its rights of approval and
consent pursuant to this Agreement in respect of such workout or liquidation, or (ii) has been
deemed to have approved or consented to such action (which shall be deemed to be the case if the
Controlling Class Representative is an Affiliate of the Special Servicer) or the Asset Status
Report is otherwise implemented by the Special Servicer in accordance with this Agreement.



          “Final Recovery Determination”: With respect to any defaulted Mortgage Loan or
Split-Loan that is a Specially Serviced Mortgage Loan or REO Property as the case may be, a
determination that there has been a recovery of all Insurance Proceeds, Condemnation Proceeds,
Liquidation Proceeds, REO revenue and other payments or recoveries that the Special Servicer has
determined in accordance with the Servicing Standard will ultimately be recoverable.



          “Fitch”: Fitch, Inc. or its successors in interest. If neither Fitch nor any
successor remains in existence, “Fitch” shall be deemed to refer to such other NRSRO or other
comparable Person designated by the Depositor after notice of such designation is given to the
Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer and specific
ratings of Fitch herein referenced shall be deemed to refer to the equivalent ratings of the party
so designated.



          “Form 8-K Disclosure Information”: As defined in Section 10.07.



          “Global Certificates”: The Public Certificates and the Private Certificates,
collectively.



          “Grantor Trust”: A segregated asset pool within the Trust Fund qualifying as a
“grantor trust” under subpart E, part I of subchapter J of the Code and consisting of the Excess
Interest and amounts held from time to time in the Excess Interest Distribution Account, beneficial
ownership of which is represented by the Class S Certificates.



          “Ground Lease”: The ground lease pursuant to which any Mortgagor holds a leasehold
interest in the related Mortgaged Property.



          “Hazardous Materials”: Any dangerous, toxic or hazardous pollutants, chemicals,
wastes, or substances, including, without limitation, those so identified pursuant to the
Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. Section 9601 et
seq., or any other environmental laws now or hereafter existing, and specifically including,
without limitation, asbestos and asbestos-containing materials, polychlorinated



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biphenyls, radon
gas, petroleum and petroleum products, urea formaldehyde and any substances classified as being “in
inventory,” “usable work in process” or similar classification which would, if classified as
unusable, be included in the foregoing definition.




          “Holder”: With respect to any Certificate, a Certificateholder.



          “Indemnified Party”: As defined in Section 8.05(c) or Section
11.14(e), as applicable, of this Agreement, as the context requires.



          “Indemnifying Party”: As defined in Section 8.05(c), Section 10.12 or
Section 11.14(e), as applicable, of this Agreement, as the context requires.



          “Independent”: When used with respect to any specified Person, any such Person who
(i) does not have any direct financial interest, or any material indirect financial interest, in
any of the Mortgage Loan Seller, the Depositor, the Trustee, the Operating Advisor, the Certificate
Administrator, the Master Servicer, the Special Servicer, the Controlling Class Representative, any
Mortgagor, a Companion Loan Holder or any Affiliate thereof, and (ii) is not connected with any
such Person as an officer, employee, promoter, underwriter, trustee, partner, director or Person
performing similar functions; provided, that a Person shall not fail to be Independent of
the Mortgage Loan Seller, the Depositor, the Trustee, the Master Servicer, the Special Servicer,
the Controlling Class Representative, the Operating Advisor, the Certificate Administrator, any
Mortgagor, a Companion Loan Holder or any Affiliate thereof merely because such Person is (A)
compensated for services by, or (B) the beneficial owner of 1% or less of any class of securities
issued by, the Depositor, the Mortgage Loan Seller, the Trustee, the Master Servicer, the Special
Servicer, the Controlling Class Representative, the Operating Advisor, the Certificate
Administrator, any Mortgagor, a Companion Loan Holder or any Affiliate thereof, as the case may be,
provided that such compensation or ownership constitutes less than 1% of the total assets
owned by such Person



          “Independent Contractor”: Either (i) any Person that would be an “independent
contractor” with respect to the applicable Trust REMIC within the meaning of Code Section 856(d)(3)
if such Trust REMIC were a real estate investment trust (except that the ownership tests set forth
in that section shall be considered to be met by any Person that owns, directly or indirectly, 35%
or more of any Class or 35% or more of the aggregate value of all Classes of Certificates),
provided that such Trust REMIC does not receive or derive any income from such Person and
the relationship between such Person and the Trust REMIC is at arm’s length, all within the meaning
of Treasury Regulations Section 1.856-4(b)(5) (except neither the Master Servicer nor the Special
Servicer shall be considered to be an Independent Contractor under the definition in this clause
(i) unless an Opinion of Counsel (at the expense of the party seeking to be deemed an Independent
Contractor) addressed to the Master Servicer, the Trustee and the Certificate Administrator has
been delivered to the Trustee to that effect) or (ii) any other Person (including the Master
Servicer and the Special Servicer) if the Master Servicer, on behalf of itself, the Trustee and the
Certificate Administrator, has received an Opinion of Counsel (addressed to the Master Servicer,
the Trustee and the Certificate Administrator at the expense of the party seeking to be deemed an
Independent Contractor) to the effect that the taking of any action in respect of any REO Property
by such Person, subject to any conditions therein specified, that is otherwise herein contemplated
to be taken by an Independent Contractor will



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not cause such REO Property to cease to qualify as
“foreclosure property” within the meaning of Code Section 860G(a)(8) (determined without regard to
the exception applicable for purposes of Code Section 860D(a)) or cause any income realized in
respect of such REO Property to fail to qualify as Rents from Real Property (provided that
such income would otherwise so qualify).




          “Initial Purchasers”: Cantor Fitzgerald & Co., Barclays Capital Inc., Deutsche Bank
Securities Inc., CastleOak Securities, L.P. and Nomura Securities International, Inc.



          “Inquiries”: As defined in Section 4.02(a) of this Agreement.



          “Institutional Accredited Investor”: An institution that is an “accredited investor”
within the meaning of Rule 501(a) (1), (2), (3) or (7) under the Act.



          “Insurance Proceeds”: Proceeds of any fire and hazard insurance policy, title policy
or other insurance policy relating to a Mortgage Loan or a Split-Loan (including any amounts paid
by the Master Servicer pursuant to Section 3.08 of this Agreement).



          “Intercreditor Agreement”: With respect to a Split-Loan, the related intercreditor,
co-lender or similar agreement in effect from time to time by and between the holder of the related
Mortgage Loan and the related Companion Loan Holder relating to the relative rights of such
holders. The only Intercreditor Agreement related to the Trust is the RiverTown Crossings Mall
Intercreditor Agreement.



          “Interest Accrual Amount”: With respect to any Distribution Date and any Class of
Sequential Pay Certificates, an amount equal to interest for the related Interest Accrual Period
accrued at the Pass-Through Rate for such Class on the related Certificate Principal Amount. With
respect to any Distribution Date and any Class of Class X Certificates, an amount equal to the sum
of the Accrued Component Interest for the related Interest Accrual Period for all of the respective
Components for such Class for such Interest Accrual Period. Calculations of interest due in
respect of the Regular Certificates shall be made on the basis of a 360-day year consisting of
twelve 30-day months.



          “Interest Accrual Period”: With respect to any Distribution Date and any Class of
Regular Certificates, the calendar month preceding the month in which such Distribution Date
occurs. Each Interest Accrual Period with respect to each Class of Regular Certificates is assumed
to consist of 30 days.



          “Interest Distribution Amount”: With respect to any Distribution Date and with
respect to each Class of Regular Certificates, an amount equal to (A) the sum of (i) the Interest
Accrual Amount for such Distribution Date and (ii) the Interest Shortfall, if any, for such
Distribution Date, less (B) any Excess Prepayment Interest Shortfall allocated to such Class on
such Distribution Date pursuant to Section 4.01(k).



          “Interest Reserve Account”: The trust account or subaccount created and maintained by
the Certificate Administrator pursuant to Section 3.23 of this Agreement, which shall be
entitled “Citibank, N.A., as Certificate Administrator and Trustee, for Holders of CFCRE Commercial
Mortgage Trust 2011-C2 Commercial Mortgage Pass-Through Certificates, Series 2011-C2, Interest
Reserve Account” and which shall be an Eligible Account.



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          “Interest Shortfall”: With respect to any Distribution Date for any Class of Regular
Certificates, the sum of (a) the portion, of the Interest Distribution Amount for such Class
remaining unpaid as of the close of business on the preceding Distribution Date, and (b) to the
extent permitted by applicable law, (i) other than in the case of the Class X Certificates, one
month’s interest on that amount remaining unpaid at the Pass-Through Rate applicable to such Class
for the current Distribution Date, and (ii) in the case of the Class X Certificates, one month’s
interest on that amount remaining unpaid at the WAC Rate for such Distribution Date.



          “Interested Person”: As of any date of determination, the Special Servicer or any
Independent Contractor engaged by the Special Servicer pursuant to Section 3.16 (other than
any
Manager of a Mortgaged Property or any Person known by a Responsible Officer of the Trustee to
be an Affiliate of any such Manager of a Mortgaged Property).



          “Investment”: Any direct or indirect ownership interest in any security, note or other
financial instrument related to the Certificates or issued or executed by a Mortgagor, a loan
directly or indirectly secured by any of the foregoing or a hedging transaction (however
structured) that references or relates to any of the foregoing.



          “Investment Account”: As defined in Section 3.07(a) of this Agreement.



          “Investor Certification”: A certificate substantially in the form of Exhibit
M-1 to this Agreement or in the form of an electronic certification contained on the
Certificate Administrator’s Website representing, among other things, that the person executing the
certificate (1) is a Certificateholder, a Beneficial Owner or a prospective purchaser that, in the
case of a Public Certificate, has received a copy of the Prospectus, (2) is not a Mortgagor, a
guarantor or indemnitor in respect of a Mortgage Loan (or Split-Loan), a Manager, an Affiliate of
any of the foregoing, or an agent, principal, partner, member, manager, joint venture, limited
partner, employee, representative, director, trustee, advisor or investor of or in any Mortgagor,
and such person will not contact any of the foregoing concerning the related Mortgage Loan (or
Split-Loan), (3) shall keep the applicable information confidential and (4) shall indemnify the
Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating
Advisor, the Underwriters, the Initial Purchasers, the Trust Fund and the Depositor from any loss,
liability or expense incurred by such party with respect to any such breach by the certifying
person of its covenants and representations in such certification. The Certificate Administrator
may require that Investor Certifications are resubmitted from time to time in accordance with its
policies and procedures.



          “Investor Q&A Forum”: As defined in Section 4.02(a) of this Agreement.



          “Investor Registry”: As defined in Section 4.02(a) of this Agreement.



          “IRS”: The Internal Revenue Service.



          “Liquidation Event”: With respect to any Mortgage Loan or Split-Loan, any of the
following events: (i) such Mortgage Loan or Split-Loan is paid in full; (ii) a Final Recovery
Determination is made with respect to such Mortgage Loan or Split-Loan; (iii) such Mortgage Loan is
repurchased or substituted for by the Mortgage Loan Seller pursuant to Section 6 of the
Mortgage Loan Purchase Agreement; (iv) such Mortgage Loan or Split-Loan is purchased by the



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Special
Servicer, the Master Servicer, the Holders of the Controlling Class, the Holders of the Class R
Certificates or the Remaining Certificateholder pursuant to Section 9.01 of this Agreement;
(v) such Mortgage Loan is purchased by the holder of a mezzanine loan pursuant to the related
intercreditor agreement; (vi) the taking of a Mortgaged Property (or portion thereof) by exercise
of the power of eminent domain or condemnation; (vii) such Mortgage Loan is purchased by the
Companion Loan Holder pursuant to the related Intercreditor Agreement; (viii) such Mortgage Loan
(and with respect to any Split-Loan, the related Pari Passu Companion Loan, if applicable) is
purchased by a party (other than pursuant to a Par Purchase Option) in accordance with Section
3.17 of this Agreement; or (ix) such Mortgage Loan (and with respect to
any Split-Loan, the related Pari Passu Companion Loan, if applicable) is purchased pursuant to
a Par Purchase Option in accordance with Section 3.17. With respect to any REO Property
(and the related REO Mortgage Loan or REO Companion Loan), any of the following events: (i) a
Final Recovery Determination is made with respect to such REO Property; (ii) such REO Property is
purchased by the Special Servicer, the Master Servicer, the Holders of the Controlling Class, the
Holders of the Class R Certificates or the Remaining Certificateholder pursuant to Section
9.01 of this Agreement; (iii) the taking of a REO Property (or portion thereof) by exercise of
the power of eminent domain or condemnation; (iv) such REO Property is purchased by the holder of a
mezzanine loan pursuant to the related intercreditor agreements; or (v) such REO Property is
purchased by another party in accordance with Section 3.17 of this Agreement.




          “Liquidation Expenses”: All customary, reasonable and necessary costs and expenses
incurred by the Master Servicer, the Special Servicer, the Certificate Administrator and the
Trustee in connection with the liquidation of any Specially Serviced Mortgage Loan or REO Property
acquired in respect thereof or final payoff of a Corrected Mortgage Loan (including, without
limitation, legal fees and expenses, committee or referee fees, and, if applicable, brokerage
commissions, and conveyance taxes associated with such Mortgage Loan, Split-Loan or Mortgaged
Property).



          “Liquidation Fee”: With respect to each Specially Serviced Mortgage Loan as to which
the Special Servicer receives a full, partial or discounted payoff (or unscheduled partial payment
to the extent such prepayment is required by the Special Servicer as a condition to a workout) and
each Specially Serviced Mortgage Loan or REO Property as to which the Special Servicer receives
Liquidation Proceeds, Insurance Proceeds or Condemnation Proceeds, an amount calculated by the
application of the Liquidation Fee Rate to the related payment or proceeds (exclusive of any
portion of such payoff or proceeds that represents Penalty Charges); provided, that the
Liquidation Fee shall be zero with respect to any Mortgage Loan, REO Mortgage Loan, Split-Loan, REO
Companion Loan or any Mortgaged Property or REO Property if (1) repurchased or substituted by the
Mortgage Loan Seller within 90 days (or 180 days, if the Mortgage Loan Seller is entitled to an
additional 90-day period to complete a cure, repurchase or substitution under the Mortgage Loan
Purchase Agreement) following its receipt of notice or discovery of a Material Breach or Material
Document Defect, (2) purchased by the related mezzanine loan holder within 90 days (or such shorter
period of time as may be set forth in the related mezzanine intercreditor agreement requiring the
related mezzanine loan holder to pay a liquidation fee) of receipt of notice that the related
purchase option event has occurred pursuant to the terms of the related mezzanine intercreditor
agreement, (3) purchased by a party exercising the Par Purchase Option within 60 days’ of the later
of (A) the date such Mortgage Loan or Split-



-33-









 




Loan becomes a Defaulted Mortgage Loan and (B) the date
such Mortgage Loan or Split-Loan becomes a Specially Serviced Mortgage Loan, (4) purchased pursuant
to Section 9.01 of this Agreement or (5) the Liquidation Proceeds are the result of a
payment in full of a Specially Serviced Mortgage Loan within 120 days of its Maturity Date (or such
shorter period specified in the applicable refinancing commitment) from proceeds of refinancing
obtained by the Mortgagor if the Mortgagor had delivered a refinancing commitment acceptable to the
Special Servicer prior to the Maturity Date.




          “Liquidation Fee Rate”: A rate equal to 1% with respect to any Specially Serviced
Mortgage Loan.



          “Liquidation Proceeds”: The amount (other than Insurance Proceeds) received in
connection with a Liquidation Event.



          “Loan Agreement”: With respect to any Mortgage Loan and Companion Loan(s), the loan
agreement, if any, between the related originator(s) and the Mortgagor, pursuant to which such
Mortgage Loan and Companion Loan was made.



          “Loan Documents”: With respect to any Mortgage Loan and Companion Loan, the documents
executed or delivered in connection with the origination or any subsequent modification of such
Mortgage Loan and Companion Loan, or subsequently added to the related Mortgage File.



          “Loan Number”: With respect to any Mortgage Loan, the loan number by which such
Mortgage Loan was identified on the books and records of the Depositor or any sub-servicer for the
Depositor, as set forth in the Mortgage Loan Schedule.



          “Loan-to-Value Ratio”: With respect to any Mortgage Loan or Split-Loan, as of any
date of determination, the fraction, expressed as a percentage, the numerator of which is the then
unpaid principal balance of such Mortgage Loan or Split-Loan, as applicable, and the denominator of
which is the Appraised Value of the related Mortgaged Property as determined by an Appraisal
thereof.



          “Lock-Box Account”: With respect to any Mortgaged Property, if applicable, any
account created pursuant to any documents relating to a Mortgage Loan to receive rental or other
income generated by the Mortgaged Property. Any Lock-Box Account shall be beneficially owned for
federal income tax purposes by the Person who is entitled to receive the reinvestment income or
gain thereon in accordance with the terms and provisions of the related Mortgage Loan and
Section 3.07 of this Agreement, which Person shall be taxed on all reinvestment income or
gain thereon.



          “Lock-Box Agreement”: With respect to any Mortgage Loan, the lock-box or other
similar agreement, if any, between the related originator(s) and the Mortgagor, pursuant to which
the related Lock-Box Account, if any, may have been established.



          “Lower-Tier Distribution Account”: The account or accounts created and maintained as
a separate account (or separate sub-account within the same account as the Upper-Tier Distribution
Account) or accounts by the Certificate Administrator pursuant to Section 3.05(b)



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of this
Agreement, which shall be entitled “Citibank, N.A., as Certificate Administrator, in trust for
Citibank, N.A., as Trustee, for Holders of CFCRE Commercial Mortgage Trust 2011-C2 Commercial
Mortgage Pass-Through Certificates, Series 2011-C2, Lower-Tier Distribution Account” and which must
be an Eligible Account. The Lower-Tier Distribution Account shall be an asset of the Lower-Tier
REMIC.




          “Lower-Tier Principal Balance”: The principal amount of any Lower-Tier Regular
Interest outstanding as of any date of determination. As of the Closing Date, the Lower-
Tier Principal Balance of each Lower-Tier Regular Interest shall equal the Original Lower-Tier
Principal Balance as set forth in the Preliminary Statement hereto. On each Distribution Date, the
Lower-Tier Principal Balance of each Lower-Tier Regular Interest shall be permanently reduced by
all distributions of principal deemed to have been made in respect of such Lower-Tier Regular
Interest on such Distribution Date pursuant to Section 4.01(a)(ii), and shall be further
permanently reduced on such Distribution Date by all Realized Losses deemed to have been allocated
thereto on such Distribution Date pursuant to Section 4.01(f), such that at all times the
Lower-Tier Principal Balance of a Lower-Tier Regular Interest shall equal the Certificate Principal
Amount of the Corresponding Certificates.



          “Lower-Tier Regular Interests”: The Class LA-1, Class LA-2, Class LA-3, Class LA-4,
Class LA-J, Class LB, Class LC, Class LD, Class LE, Class LF, Class LG and Class LNR Interests.



          “Lower-Tier REMIC”: A segregated asset pool within the Trust Fund consisting of the
Mortgage Loans, collections thereon, any related REO Property acquired in respect thereof and all
proceeds of such REO Property, other property of the Trust Fund related thereto and amounts held in
respect thereof from time to time in the Collection Account, the Interest Reserve Account, the
related REO Account; and amounts held from time to time in the Lower-Tier Distribution Account, and
the Excess Liquidation Proceeds Reserve Account, in each case excluding amounts allocable to a
Companion Loan and Excess Interest.



          “Lower-Tier Residual Interest”: The sole class of “residual interests”, within the
meaning of Code Section 860G(a)(2), in the Lower-Tier REMIC and evidenced by the Class R
Certificates.



          “MAI”: Member of the Appraisal Institute.



          “Major Decision”: Collectively:



          (a) any proposed or actual foreclosure upon or comparable conversion (which may include
acquisitions of an REO Property) of the ownership of properties securing such of the Mortgage Loans
(or Split-Loan) as come into and continue in default;



          (b) any modification, consent to a modification or waiver of a monetary term (other than
Penalty Charges) or material non-monetary term (including, without limitation, the timing of
payments and acceptance of discounted payoffs but excluding waiver of Penalty Charges) of a
Mortgage Loan (or Split-Loan) or any extension of the Maturity Date of any Mortgage Loan (or
Split-Loan);



-35-









 





          (c) any sale of a Defaulted Mortgage Loan (or Split-Loan) or REO Property (other than in
connection with the termination of the Trust Fund) for less than the applicable Par Option Purchase
Price;



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



          (e) any release of collateral or any acceptance of substitute or additional collateral for
a Mortgage Loan (or Split-Loan), or any consent to either of the foregoing, other than if required
pursuant to the specific terms of the related Mortgage Loan (or Split-Loan) and for which there is
no material lender discretion;



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



          (g) releases of any escrow accounts, reserve accounts or letters of credit held as
performance or “earn-out” escrows or reserves other than those required pursuant to the specific
terms of the related Mortgage Loan (or Split-Loan) and for which there is no material lender
discretion;



          (h) the determination of the Special Servicer pursuant to clause (b) or clause (c) of the
definition of “Specially Serviced Mortgage Loan”;



          (i) following a default or an event of default with respect to a Mortgage Loan (or
Split-Loan), any initiation of judicial, bankruptcy or similar proceedings under the related Loan
Documents or with respect to the related Mortgagor or Mortgaged Property;



          (j) any modification, waiver or amendment of an Intercreditor Agreement, co-lender
agreement, participation agreement or similar agreement with any mezzanine lender, Companion Loan
Holder or other subordinate debt holder related to a Mortgage Loan (or Split-Loan), or an action to
enforce rights with respect thereto, in each case, in a manner that materially and adversely
affects the Holders of the Control Eligible Certificates; and



          (k) any determination of an Acceptable Insurance Default.



          “Manager”: With respect to any Mortgage Loan, any property manager for the related
Mortgaged Properties.



          “Master Servicer”: Bank of America, National Association, or any successor Master
Servicer appointed as herein provided.



          “Master Servicer Remittance Date”: With respect to any Distribution Date, the
Business Day immediately preceding such Distribution Date.



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          “Material Breach”: As defined in Section 2.03(a) of this Agreement.



          “Material Document Defect”: As defined in Section 2.03(a) of this Agreement.



          “Maturity Date”: With respect to each Mortgage Loan, the maturity date as set forth
on the Mortgage Loan Schedule.



          “Modification Fees”: With respect to any Mortgage Loan (or Split-Loan), any and all
fees with respect to a modification, extension, waiver or amendment that modifies, extends, amends
or waives any term of the Loan Documents (as evidenced by a signed writing) agreed to by the Master
Servicer or the Special Servicer and actually paid by the Mortgagor, other than (a) any Assumption
Fees, Consent Fees or assumption application fees and (b) any fee in connection with a defeasance
of such Mortgage Loan or Split-Loan.



          “Modified Asset”: Any Mortgage Loan or any Split-Loan as to which any Servicing
Transfer Event has occurred and which has been modified by the Special Servicer pursuant to
Section 3.24 of this Agreement in a manner that:




     (a) affects the amount or timing of any payment of principal or interest due
thereon (other than, or in addition to, bringing Monthly Payments current with respect to
such Mortgage Loan or Split-Loan);




     (b) except as expressly contemplated by the related Loan Documents, results in a
release of the lien of the related Mortgage on any material portion of the related Mortgaged
Property without a corresponding Principal Prepayment in an amount, or the delivery of
substitute real property collateral with a fair market value (as is), that is not less than
the fair market value (as is) of the property to be released, as determined by an appraisal
delivered to the Special Servicer (at the expense of the related Mortgagor and upon which
the Special Servicer may conclusively rely); or




     (c) in the reasonable, good faith judgment of the Special Servicer, otherwise
materially impairs the security for such Mortgage Loan or Split-Loan or materially reduces
the likelihood of timely payment of amounts due thereon.



          “Monthly Payment”: With respect to any Mortgage Loan or Split-Loan, as applicable,
(other than any REO Mortgage Loan or REO Companion Loan) and any Due Date, the scheduled monthly
payment of principal (if any) and interest at the related Mortgage Loan Rate (and with respect to a
Companion Loan, the related companion loan interest rate without giving effect to the related
Default Rate), which is payable by the related Mortgagor on such Due Date under the related Note or
Notes or Companion Note, as applicable. The Monthly Payment with respect to (i) an REO Mortgage
Loan or REO Companion Loan, (ii) any Mortgage Loan or Split-Loan that is delinquent at its
respective Maturity Date and with respect to which the Special Servicer does not enter into an
extension or (iii) any Mortgage Loan after the related Anticipated Repayment Date, is the monthly
payment that would otherwise have been payable on the related Due Date had the related Note not
been discharged or the related Maturity Date or Anticipated Repayment Date had not been reached, as
the case may be, determined as set forth in the preceding sentence and on the assumption that all
other amounts, if any, due thereunder are paid when due.



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          “Moody’s”: Moody’s Investors Service, Inc. or its successors in interest. If neither
Moody’s nor any successor remains in existence, “Moody’s” shall be deemed to refer to such other
NRSRO or other comparable Person designated by the Depositor after notice of such designation is
given to the Trustee, the Certificate Administrator, the Master Servicer and the
Special Servicer and specific ratings of Moody’s herein referenced shall be deemed to refer to
the equivalent ratings of the party so designated.



          “Mortgage”: The mortgage, deed of trust or other instrument creating a first lien on
or first priority ownership interest (in the case of a deed of trust) in a Mortgaged Property
securing a Note and with respect to a Companion Loan the related Companion Note.



          “Mortgage File”: With respect to any Mortgage Loan, subject to Section
2.01(b), collectively the following documents:




     (1) (A) the original executed Note for such Mortgage Loan, endorsed (without
recourse, representation or warranty, express or implied) to the order of “Citibank, N.A.,
as trustee for the registered holders of CFCRE Commercial Mortgage Trust 2011-C2 Commercial
Mortgage Pass-Through Certificates, Series 2011-C2” or in blank, and further showing a
complete, unbroken chain of endorsement from the originator (if such originator is not the
Mortgage Loan Seller) (or, alternatively, if the original executed Note has been lost, a
lost note affidavit and indemnity with a copy of such Note) and (B) in the case of the
Split-Loan, a copy of the related executed Companion Note;




     (2) an original or copy of the Mortgage, together with originals or copies of any
and all intervening assignments thereof, in each case (unless the particular item has not
been returned from the applicable recording office) with evidence of recording indicated
thereon or certified by the applicable recorder’s office;




     (3) an original or copy of any related Assignment of Leases (if such item is a
document separate from the Mortgage), together with originals or copies of any and all
intervening assignments thereof, in each case (unless the particular item has not been
returned from the applicable recording office) with evidence of recording indicated thereon
or certified by the applicable recorder’s office;




     (4) an original executed assignment, in recordable form (except for missing
recording information not yet available if the instrument being assigned has not been
returned from the applicable recording office), of (A) the Mortgage and (B) any related
Assignment of Leases (if such item is a document separate from the Mortgage), in favor of
“Citibank, N.A., as trustee for the registered holders of CFCRE Commercial Mortgage Trust
2011-C2 Commercial Mortgage Pass-Through Certificates, Series 2011-C2 [[insert for
Split-Loan] and on behalf of the Companion Loan Holders] (or, in each case, a copy thereof,
certified to be the copy of such assignment submitted for recording);




     (5) an original or copy of the assignment of all unrecorded documents relating to
the Mortgage Loan, in favor of “Citibank, N.A., as trustee for the registered holders of
CFCRE Commercial Mortgage Trust 2011-C2 Commercial Mortgage Pass-Through Certificates,
Series 2011-C2 [[insert for Split-Loan] and on behalf of the Companion



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     Loan Holders]” along
with the original of the underlying instrument to which such assignment relates;




     (6) originals or copies of all modification agreements in those instances in which
the terms or provisions of the Note for such Mortgage Loan (or, if applicable, any
related Companion Note), the related Mortgage or any other Loan Document have been
modified, in each case (unless the particular item has not been returned from the applicable
recording office) with evidence of recording indicated thereon if the instrument being
modified is a recordable document;




     (7) the original or a copy of the policy or certificate of lender’s title insurance
issued in connection with such Mortgage Loan, or, if such policy has not been issued, a
“marked-up” pro forma title policy marked as binding and countersigned by the title insurer
or its authorized agent, or an irrevocable, binding commitment to issue such title insurance
policy, or, in case such Mortgage Loan is not covered by title insurance, an attorney’s
opinion of title issued as of the date of origination of such Mortgage Loan;




     (8) an original or copy of the related Ground Lease relating to such Mortgage Loan,
if any, and any ground lessor estoppel;




     (9) an original or copy of the related loan agreement, if any;




     (10) an original of the related guaranty of payment and other guaranties,
indemnities and other security given in connection with such Mortgage Loan, if any, and any
related assignment thereof;




     (11) an original or copy of the lock box agreement, deposit account agreement, cash
management agreement and like instruments relating to such Mortgage Loan, if any;




     (12) an original or copy of the environmental indemnity from the related Mortgagor
and/or any other indemnitor, if any;




     (13) an original or copy of the related escrow agreement and the related security
agreement (in each case, if such item is a document separate from the Mortgage) and, if
applicable, the originals or copies of any intervening assignments thereof;




     (14) an original assignment of the related security agreement (if such item is a
document separate from the Mortgage and if such item is not included in the assignment
described in clause (5)), in favor of “Citibank, N.A., in its capacity as trustee for the
registered holders of CFCRE Commercial Mortgage Trust 2011-C2 Commercial Mortgage
Pass-Through Certificates, Series 2011-C2 [[insert for Split-Loan] and on behalf of the
Companion Loan Holders]”;




     (15) in the case of a Split-Loan, a copy of the Intercreditor Agreement;




     (16) any filed copies (bearing evidence of filing) or evidence of filing of any UCC
financing statements in favor of the originator of such Mortgage Loan or in favor of



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any
assignee prior to the Trustee, and an original UCC-2 and/or UCC-3 assignment thereof, in
form suitable for filing, in favor of the Trustee;




     (17) in the case of any Loan as to which there exists a related mezzanine loan, the
original or a copy of the related intercreditor agreement;




     (18) an original or copy of any related environmental insurance policy;




     (19) originals (or copy, if the original is held by the Master Servicer) of any
letters of credit relating to such Mortgage Loan and any related assignment thereof; and




     (20) copies of any franchise agreement, license agreement and related comfort
letters relating to such Mortgage Loan and any related assignment thereof and any assignment
and subordination of management agreements, together with copies of such management
agreements and any related subordination and non-disturbance agreements;




provided, that, whenever the term “Mortgage File” is used to refer to documents
actually received by the Certificate Administrator or a Custodian appointed thereby, such
term shall not be deemed to include such documents and instruments required to be included
therein unless they are actually so received. With respect to each Split-Loan, except for
the Note referred to in clause (i)(B) above, only a single original set of the Loan
Documents specified above is required to be delivered.



          “Mortgage Loan”: Each of the mortgage loans transferred and assigned to the Trustee
pursuant to Section 2.01 and from time to time held in the Trust Fund, the mortgage loans
originally so transferred, assigned and held being identified on the Mortgage Loan Schedule as of
the Cut-Off Date. Such term shall include any REO Mortgage Loan or defeased Mortgage Loan. With
respect to any Mortgage Loan that is part of a Split-Loan, the term “Mortgage Loan” shall not
include any related Companion Loan.



          “Mortgage Loan Purchase Agreement”: The Mortgage Loan Purchase Agreement, dated as of
the Cut-Off Date, by and between CCRE Lending and the Depositor.



          “Mortgage Loan Rate”: With respect to any Mortgage Loan (including an REO Mortgage
Loan), the per annum rate at which interest accrues on such Mortgage Loan as stated in the related
Note or Intercreditor Agreement, in each case without giving effect to (i) the Default Rate or the
Revised Rate with respect to any Mortgage Loan or (ii) the Default Rate with respect to any related
Companion Loan.



          “Mortgage Loan Schedule”: The list of Mortgage Loans included in the Trust Fund as of
the Closing Date being attached hereto as Exhibit B, which list shall set forth the
following information with respect to each Mortgage Loan:




          (i) the Loan Number;




          (ii) the street address (including city, state and zip code) and name of
the related Mortgaged Property;



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          (iii) the Cut-Off Date Principal Balance;




          (iv) the amount of the Monthly Payment due on the first Due Date following
the Closing Date;




          (v) the original Mortgage Loan Rate;




          (vi) the (A) remaining term to stated maturity and (B) the Maturity Date;




          (vii) in the case of a Balloon Mortgage Loan, the remaining amortization
term;




          (viii) the Interest Accrual Basis;




          (ix) the (A) Administrative Fee Rate, and (B) Servicing Fee Rate
(separately identifying any primary servicing fee rate or subservicing fee rate
included in the Servicing Fee Rate, and in the case of a Split-Loan, separately
identifying the Servicing Fee Rate applicable to the related Companion Loan for such
Split-Loan);




          (x) whether the Mortgage Loan is secured by a Ground Lease;




          (xi) the Mortgage Loan Seller(s);




          (xii) whether the related Mortgage Loan is a Defeasance Loan;




          (xiii) the Anticipated Repayment Date, if applicable;




          (xiv) the Revised Rate, if applicable; and




          (xv) whether the Mortgage Loan is a Split-Loan.


The Mortgage Loan Schedule shall also set forth the total of the amounts described under clause
(iii) above for all of the Mortgage Loans.




          “Mortgage Loan Seller”: CCRE Lending, and its respective successors in interest.



          “Mortgage Pool”: All of the Mortgage Loans and any successor REO Mortgage Loans,
collectively.



          “Mortgaged Property”: The underlying property securing a Mortgage Loan and any
related Companion Loan, including any REO Property, consisting of a fee simple estate, and, with
respect to certain Mortgage Loans and Companion Loan(s), a leasehold estate, or both a leasehold
estate and a fee simple estate, or a leasehold estate in a portion of the property and a fee simple
estate in the remainder, in a parcel of land improved by a commercial property, together with any
personal property, fixtures, leases and other property or rights pertaining thereto.



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          “Mortgagor”: The obligor or obligors on a Note and, with respect to any Companion
Loan, a Companion Note, including, without limitation, any Person that has acquired the related
Mortgaged Property and assumed the obligations of the original obligor under such Note and
Companion Note.



          “Mortgagor Account”: As defined in Section 3.07(a) of this Agreement.



          “Net Insurance Proceeds”: Insurance Proceeds, to the extent such proceeds are not to
be applied to the restoration of the related Mortgaged Property or released to the Mortgagor in
accordance with the express requirements of the Mortgage or Note or other Loan Documents included
in the Mortgage File or in accordance with the Servicing Standard, or with respect to the
environmental insurance policy, applied to pay any costs, expenses, penalties, fines or similar
items.



          “Net Liquidation Proceeds”: The Liquidation Proceeds received with respect to any
Mortgage Loan or Split-Loan (including an REO Mortgage Loan or REO Companion Loan) net of the
amount of (i) Liquidation Expenses incurred with respect thereto and, (ii) with respect to proceeds
received in connection with the taking of a Mortgaged Property (or portion thereof) by the power of
eminent domain in condemnation, amounts required to be applied to the restoration or repair of the
related Mortgaged Property.



          “Net Mortgage Loan Rate”: With respect to any Mortgage Loan (including an REO
Mortgage Loan) and any Distribution Date, the per annum rate equal to the Mortgage Loan Rate for
such Mortgage Loan minus the related Administrative Fee Rate. Notwithstanding the foregoing, if
any Mortgage Loan does not accrue interest on the basis of a 360-day year consisting of twelve
30-day months, then, for purposes of calculating Pass-Through Rates and the WAC Rate, the Net
Mortgage Loan Rate of such Mortgage Loan for any one-month period preceding a related Due Date
shall be the annualized rate at which interest would have to accrue in respect of such Mortgage
Loan on the basis of a 360-day year consisting of twelve 30-day months in order to produce the
aggregate amount of interest actually accrued (exclusive of Default Interest and Excess Interest)
in respect of such Mortgage Loan during such one-month period at a per annum rate equal to the
related Mortgage Loan Rate minus the related Administrative Fee Rate; provided,
however, that with respect to each Mortgage Loan that accrues interest on the basis of a
360-day year and the actual number of days, (i) the Net Mortgage Loan Rate for the one-month period
preceding the Due Dates in January and February in any year which is not a leap year (commencing in
2013) and in February in any year which is a leap year (unless, in either case, the related
Distribution Date is the final Distribution Date), shall be determined net of any Withheld Amounts
and (ii) the Net Mortgage Loan Rate for the one-month period preceding the Due Date in March
(commencing in 2012) shall be determined taking into account the addition of any such Withheld
Amounts. For purposes of calculating Pass-Through Rates and the WAC Rate, the Net Mortgage Loan
Rate of any Mortgage Loan shall be determined without regard to any modification, waiver or
amendment of the terms of such Mortgage Loan, whether agreed to by the Special Servicer or
resulting from a bankruptcy, insolvency or similar proceeding involving the related Mortgagor, and
without regard to the related Mortgaged Property becoming an REO Property.



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          “Net REO Proceeds”: With respect to each REO Property and any related REO Mortgage
Loan or REO Companion Loan, REO Proceeds with respect to such REO Property, REO Mortgage Loan or
REO Companion Loan (other than the proceeds of a liquidation thereof) net of any insurance
premiums, taxes, assessments, ground rents and other costs and expenses permitted to be paid
therefrom pursuant to Section 3.16(b) of this Agreement.



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



          “No Downgrade Confirmation” shall mean a written confirmation from each Rating Agency
then in business which was engaged by or on behalf of the Depositor to initially rate the
Certificates that each credit rating of each Class of Certificates, as applicable, to which it has
assigned a rating immediately prior to the occurrence of the event with respect to which such No
Downgrade Confirmation is sought, will not be qualified, downgraded or withdrawn as a result of the
occurrence of such event, which confirmation may be waived (in writing or via email), granted or
withheld in such Rating Agency’s sole and absolute discretion. If the party required to obtain
such No Downgrade Confirmation has made a request to any Rating Agency for a No Downgrade
Confirmation (sent in accordance with this Agreement) and, within ten (10) Business Days of such
request being sent to the applicable Rating Agency, such Rating Agency provides a written waiver or
other written acknowledgment indicating its decision not to review the matter for which such
confirmation is sought, a No Downgrade Confirmation shall not be required, and the requested No
Downgrade Confirmation will be deemed to have been satisfied for such action at such time. If such
Rating Agency has not replied to such request or has responded in a manner that indicates that such
Rating Agency is neither reviewing such request nor waiving the requirement for a No Downgrade
Confirmation, then such requesting party shall be required to confirm that the applicable Rating
Agency has received the No Downgrade Confirmation request, and, if it has, reasonably promptly
request the related No Downgrade Confirmation again. If such Rating Agency does not reply to such
second request within five (5) Business Days of such second request or responds in a manner that
indicates that such Rating Agency is neither reviewing such request nor waiving the requirement for
a No Downgrade Confirmation, then (x) with respect to any such action in any Loan Document
requiring such No Downgrade Confirmation or any other action under this Agreement relating to the
servicing of the Mortgage Loans (other than as set forth in clause (y) below), the Master Servicer
or the Special Servicer, as applicable, shall determine, whether or not approving such action would
be in accordance with this Agreement and the Servicing Standard, and if such party determines that
such action would be in accordance with this Agreement and the Servicing Standard, then such
condition shall be deemed to be satisfied (provided, however, with respect to
defeasance, release or substitution of any collateral relating to any Mortgage Loan, the condition
precedent shall be deemed to be satisfied without any such determination by the Master Servicer or
the Special Servicer (it being understood that the Master Servicer or the Special Servicer, as
applicable, shall in any event review the conditions required under the related Mortgage Loan
documents with respect to such defeasance, release or substitution and confirm to its satisfaction
in accordance with the Servicing Standard that such conditions (other than the requirement for a No
Downgrade Confirmation) have been satisfied)) and (y) with respect to a replacement of the Master
Servicer or the Special Servicer, such condition shall be deemed to be satisfied if (i) the
applicable replacement is rated at least “CMS3” (in the case of the Master Servicer) or “CSS3”



-43-









 




(in
the case of the Special Servicer), if Fitch is the non-responding Rating Agency; or (ii) if Moody’s
is the non-responding Rating Agency, such replacement master servicer or special servicer acts as
the master servicer or special servicer, as applicable, in at least one commercial mortgage loan
securitization transaction rated by Moody’s, and the applicable Rating Agency has not cited
servicing concerns of the applicable replacement as the sole or material factor in any
qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in
contemplation of a ratings downgrade or withdrawal) of securities in a transaction serviced by
the applicable servicer prior to the time of determination. For the purposes of this requirement,
any confirmation, waiver, request, acknowledgment or approval that is required to be in writing may
be in the form of electronic mail. In the case of a No Downgrade Confirmation required under this
Agreement with respect to any matter that affects the servicing and administration of the RiverTown
Crossings Mall Split-Loan, the term “Rating Agency” also includes any rating agency that is engaged
from time to time to rate the securities issued in connection with the securitization of the
RiverTown Crossings Mall Companion Loan. In addition, at any time during which no Certificates are
rated by a Rating Agency, no No Downgrade Confirmation shall be required from that Rating Agency.




          “Nonrecoverable Advance”: Any Nonrecoverable P&I Advance or Nonrecoverable Property
Advance. Workout-Delayed Reimbursement Amounts shall constitute a Nonrecoverable Advance only when
the Person making such determination in accordance with the procedures specified in the definition
of Nonrecoverable P&I Advance or Nonrecoverable Property Advance, as applicable, and taking into
account factors such as all other outstanding Advances, either (a) has determined that such
Workout-Delayed Reimbursement Amounts, would not ultimately be recoverable from late collections or
any other recovery on or in respect of the related Mortgage Loan or Split-Loan or REO Mortgage Loan
or REO Companion Loan, or (b) has determined that such Workout-Delayed Reimbursement Amount, along
with any other Workout-Delayed Reimbursement Amounts (that have not been reimbursed to the party
that made such Advance) or unreimbursed Nonrecoverable Advances, would not be ultimately
recoverable from the principal portion of future general collections on the Mortgage Loans and REO
Properties.



          “Nonrecoverable P&I Advance”: With respect to any Mortgage Loan, any P&I Advance
previously made or proposed to be made in respect of such Mortgage Loan or a related REO Mortgage
Loan by the Master Servicer or the Trustee, which P&I Advance such party or the Special Servicer
has determined pursuant to and in accordance with Section 4.06 of this Agreement, would not
or will not be ultimately recoverable from late payments, Insurance Proceeds, Condemnation Proceeds
or Liquidation Proceeds, or any other recovery on or in respect of such Mortgage Loan, Split-Loan,
REO Mortgage Loan or REO Companion Loan, as the case may be.



          “Nonrecoverable Property Advance”: Any Property Advance previously made or proposed
to be made in respect of a Mortgage Loan, Split-Loan or REO Property by the Master Servicer,
Special Servicer or the Trustee, which Property Advance such party or the Special Servicer has
determined pursuant to and in accordance with the standard set forth in Section 3.20 of
this Agreement, in its commercially reasonable business judgment, will not be ultimately
recoverable from late payments, Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds, or
any other recovery on or in respect of such Mortgage Loan, Split-Loan or REO



-44-









 




Property, as the case
may be. Any Property Advance that is not required to be repaid by the related Mortgagor under the
terms of the related Loan Documents shall be deemed to be a Nonrecoverable Advance for purposes of
the Master Servicer’s, the Special Servicer’s or the Trustee’s entitlement to reimbursement for
such Advance.




          “Non-Reduced Certificates”: As of any date of determination, any Class of Sequential
Pay Certificates then outstanding for which (a)(1) the initial Certificate Principal Amount of such
Class of Certificates minus (2) the sum (without duplication) of (x) the aggregate payments of
principal (whether as principal prepayments or otherwise) distributed to the Holders of such Class
of Certificates as of such date of determination, (y) any Appraisal Reduction Amounts allocated to
such Class of Certificates as of such date of determination and (z) any Realized Losses previously
allocated to such Class of Certificates as of such date of determination, is equal to or greater
than (b) 25% of the remainder of (i) the initial Certificate Principal Amount of such Class of
Certificates less (ii) any payments of principal (whether as principal prepayments or otherwise)
previously distributed to the Holders of that Class of Certificates as of such date of
determination.



          “Non-U.S. Beneficial Ownership Certification”: As defined in Section 5.03(f)
of this Agreement.



          “Non-U.S. Person”: A person other than a U.S. Person.



          “Note”: With respect to any Mortgage Loan as of any date of determination, the note
or other evidence of indebtedness and/or agreements evidencing the indebtedness of a Mortgagor
under such Mortgage Loan, including any amendments or modifications, or any renewal or substitution
notes, as of such date.



          “Notice of Termination”: Any of the notices given to the Certificate Administrator by
the Master Servicer, the Depositor or any Holder of a Class R Certificate pursuant to Section
9.01(c).



          “Notional Amount”: For any date of determination, (a) with respect to the Class X-A
Certificates, a notional principal amount equal to the Class X-A Notional Amount, (b) with respect
to the Class X-B Certificates, a notional principal amount equal to the Class X-B Notional Amount
and (c) with respect to each Component, a notional principal amount equal to the applicable
Component Notional Amount.



          “NRSRO”: A nationally recognized statistical rating organization as the term is used
in federal securities laws.



          “NRSRO Certification”: A certification substantially in the form of Exhibit T
executed by a NRSRO in favor of the 17g-5 Information Provider that states that such NRSRO has
provided the Depositor with the appropriate certifications under Exchange Act Rule 17g-5(e) and
that such NRSRO has access to the 17g-5 Information Provider’s website.



          “Officer’s Certificate”: With respect to any Person, a certificate signed by an
authorized officer of such Person or, in the case of the Master Servicer or the Special Servicer, a



-45-









 




Servicing Officer, and delivered to the Depositor, the Trustee, the Certificate Administrator, the
Master Servicer or the Special Servicer, as the case may be.




          “Operating Advisor”: TriMont Real Estate Advisors, Inc., a Georgia corporation, or
its successor in interest, or any successor Operating Advisor appointed as herein provided.



          “Operating Advisor Annual Report”: As defined in Section 3.28(d)(ii) of this
Agreement.



          “Operating Advisor Consulting Fee”: A fee for each Major Decision on which the
Operating Advisor has consulting rights equal to $12,000.



          “Operating Advisor Fee”: With respect to each Mortgage Loan (or any successor REO
Mortgage Loan) and any Distribution Date, an amount accrued during the related Interest Accrual
Period at the applicable Operating Advisor Fee Rate on the Stated Principal Balance of such
Mortgage Loan as of the close of business on the Distribution Date in such Interest Accrual Period;
provided that such amounts shall be computed for the same period and on the same interest
accrual basis respecting which any related interest payment due or deemed due on the related
Mortgage Loan is computed and shall be prorated for partial periods. Such fee shall be in addition
to, and not in lieu of, any other fee or other sum payable to the Operating Advisor under this
Agreement. For the avoidance of doubt, the Operating Advisor Fee shall be payable from the
Lower-Tier REMIC.



          “Operating Advisor Fee Rate”: With respect to each Mortgage Loan, 0.004% per annum
rate.



          “Operating Advisor Standard”: As defined in Section 3.28(b) of this
Agreement.



          “Operating Advisor Termination Event”: As defined in Section 7.06(a) of this
Agreement.



          “Opinion of Counsel”: A written opinion of counsel, who may, without limitation, be
counsel for the Depositor, the Operating Advisor, the Special Servicer or the Master Servicer, as
the case may be, reasonably acceptable to the Trustee and the Certificate Administrator, except
that any opinion of counsel relating to (a) qualification of any Trust REMIC or the imposition of
tax under the REMIC Provisions on any income or property of any such Trust REMIC, (b) compliance
with the REMIC Provisions (including application of the definition of “Independent
Contractor”), (c) qualification of the Grantor Trust as a grantor trust under subpart E, Part I
of subchapter J of the Code for federal income tax purposes or (d) a resignation of the Master
Servicer or Special Servicer pursuant to Section 6.04, must be from counsel who is
Independent of the Depositor, the Special Servicer and the Master Servicer.



          “Other Securitization”: As defined in Section 10.06.



          “Ownership Interest”: Any record or beneficial interest in a Class R Certificate.



          “P&I Advance”: As to any Mortgage Loan, any advance made by the Master Servicer or
the Trustee pursuant to Section 4.06 of this Agreement. Each reference to the



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payment or
reimbursement of a P&I Advance shall be deemed to include, whether or not specifically referred to
but without duplication, payment or reimbursement of interest thereon at the Advance Rate to, but
excluding, the date of payment or reimbursement.




          “Par Purchase Option”: As defined in Section 3.17(b) of this Agreement.



          “Par Option Purchase Price”: With respect to any Mortgage Loan, Split-Loan, REO
Mortgage Loan and, if applicable, REO Companion Loan, a price equal to the following: (a) the
outstanding principal balance of such Mortgage Loan, Split-Loan, REO Mortgage Loan and, if
applicable, REO Companion Loan, as of the date of purchase; plus (b) all accrued and unpaid
interest, other than default interest and Excess Interest, due on such Mortgage Loan, Split-Loan,
REO Mortgage Loan and, if applicable, REO Companion Loan, at the related Mortgage Loan Rate (or
Companion Loan interest rate, if applicable) in effect from time to time through the Due Date in
the Collection Period of purchase; plus (c) all related unreimbursed Property Advances (including
any Property Advances and Advance Interest Amounts that were reimbursed out of general collections
on the Mortgage Loans); plus (d) all accrued and unpaid Advance Interest Amounts in respect of
related Advances; plus (e) any unpaid Special Servicing Fees, Operating Advisor Fees, Workout Fees
and any other unpaid Additional Trust Fund Expenses (other than Liquidation Fees) outstanding in
respect of the related Mortgage Loan, Split-Loan, REO Mortgage Loan and, if applicable, REO
Companion Loan; plus (f) a Liquidation Fee, if any party purchases such Mortgage Loan, Split-Loan,
REO Mortgage Loan and, if applicable, REO Companion Loan pursuant to the Par Purchase Option more
than 60 days following the date such Mortgage Loan or Split-Loan becoming a Defaulted Mortgage
Loan. With respect to any REO Property that relates to a Split-Loan, the Par Option Purchase Price
for the Trust Fund’s interest in such REO Property shall be the amount calculated in accordance
with the first sentence of this definition in respect of the related REO Mortgage Loan and REO
Companion Loan and, solely for purposes of calculating fair prices under the final sentence of
Section 3.17(j) of this Agreement, such amount shall be calculated as if the REO Mortgage
Loan consisted of the REO Mortgage Loan and the related REO Companion Loan, if applicable, and the
successor REO Mortgage Loan and successor REO Companion Loan, if applicable.



          “Pari Passu Companion Loan”: With respect to any Split-Loan, any related note that is
not included in the Trust and that is pari passu in right of payment to the related Mortgage Loan
that is included in the Trust to the extent set forth in the related Intercreditor Agreement. The
only Pari Passu Companion Loan related to the Trust is the RiverTown Crossings Mall Companion Loan.



          “Pari Passu Companion Loan Holder”: The holder of a Pari Passu Companion Loan,
including any RiverTown Crossings Mall Companion Loan Holder(s).



          “Pass-Through Rate”: Each of the Class A-1 Pass-Through Rate, the Class A-2
Pass-Through Rate, the Class A-3 Pass-Through Rate, the Class A-4 Pass-Through Rate, the Class A-J
Pass-Through Rate, the Class X-A Pass-Through Rate, the Class X-B Pass-Through Rate, the Class B
Pass-Through Rate, the Class C Pass-Through Rate, the Class D Pass-Through Rate, the Class E
Pass-Through Rate, the Class F Pass-Through Rate, the Class G Pass-Through Rate and the Class NR
Pass-Through Rate. The Class R Certificates and the Class S Certificates do not have Pass-Through
Rates.



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          “Paying Agent”: The paying agent appointed pursuant to Section 5.06.



          “Penalty Charges”: With respect to any Mortgage Loan or Split-Loan (or successor REO
Mortgage Loan or successor REO Companion Loan), any amounts actually collected thereon from the
Mortgagor that represent default charges, penalty charges, late fees
and/or Default Interest, subject to the allocation provisions of the related Intercreditor
Agreement and excluding any such amounts allocable to a Companion Loan pursuant to the related
Intercreditor Agreement and excluding any Excess Interest.



          “Percentage Interest”: As to any Certificate, the percentage interest evidenced
thereby in distributions required to be made with respect to the related Class. With respect to
any Regular Certificate, the percentage interest is equal to the initial denomination of such
Certificate divided by the initial Certificate Principal Amount or Notional Amount, as applicable,
of such Class of Certificates. With respect to any Class S Certificate or Class R Certificate, the
percentage interest is set forth on the face thereof.



          “Performance Certification”: As defined in Section 10.06.



          “Performing Party”: As defined in Section 10.12.



          “Permitted Investments”: Any one or more of the following obligations or securities
payable on demand or having a scheduled maturity on or before the Business Day preceding the date
upon which such funds are required to be drawn (provided that funds invested by the
Certificate Administrator in Permitted Investments managed or advised by the Certificate
Administrator may mature on the Distribution Date) and a maximum maturity of 365 days, regardless
of whether issued by the Depositor, the Master Servicer, the Trustee, the Certificate Administrator
or any of their respective Affiliates and having at all times the required ratings, if any,
provided for in this definition, unless each Rating Agency shall have provided a No Downgrade
Confirmation:




     (a) obligations of, or obligations fully guaranteed as to payment of principal and
interest by, the United States or any agency or instrumentality thereof provided such
obligations are backed by the full faith and credit of the United States of America
including, without limitation, obligations of: the U.S. Treasury (all direct or fully
guaranteed obligations), the Farmers Home Administration (certificates of beneficial
ownership), the General Services Administration (participation certificates), the U.S.
Maritime Administration (guaranteed Title XI financing), the Small Business Administration
(guaranteed participation certificates and guaranteed pool certificates), the U.S.
Department of Housing and Urban Development (local authority bonds) and the Washington
Metropolitan Area Transit Authority (guaranteed transit bonds); provided,
however, that the investments described in this clause must (A) have a predetermined
fixed dollar of principal due at maturity that cannot vary or change, (B) if such
investments have a variable rate of interest, such interest rate must be tied to a single
interest rate index plus a fixed spread (if any) and must move proportionately with that
index, and (C) such investments must not be subject to liquidation prior to their maturity;




     (b) Federal Housing Administration debentures;



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     (c) obligations of the following United States government sponsored agencies:
Federal Home Loan Mortgage Corp. (debt obligations), the Farm Credit System (consolidated
system-wide bonds and notes), the Federal Home Loan Banks (consolidated debt obligations),
the Federal National Mortgage Association (debt
obligations), the Financing Corp. (debt obligations), and the Resolution Funding Corp.
(debt obligations); provided, however, that the investments described in
this clause must (A) have a predetermined fixed dollar amount of principal due at maturity
that cannot vary or change, (B) if such investments have a variable rate of interest, such
interest rate must be tied to a single interest rate index plus a fixed spread (if any) and
must move proportionately with that index, and (C) such investments must not be subject to
liquidation prior to their maturity;




     (d) federal funds, unsecured certificates of deposit, time or similar deposits,
bankers’ acceptances and repurchase agreements of any bank, the short term obligations of
which are rated in the highest short-term debt rating category of each of Fitch and Moody’s
(or, in the case of either such Rating Agency, such lower rating as is the subject of a No
Downgrade Confirmation by such Rating Agency) and, if it has a term in excess of three
months, the long-term debt obligations of which are rated “AAA” (or the equivalent) by each
of Fitch and Moody’s (or, if not rated by either such Rating Agency, otherwise acceptable to
such Rating Agency as confirmed in a No Downgrade Confirmation); provided,
however, that the investments described in this clause must (A) have a predetermined
fixed dollar amount of principal due at maturity that cannot vary or change, (B) if such
investments have a variable rate of interest, such interest rate must be tied to a single
interest rate index plus a fixed spread (if any) and must move proportionately with that
index, and (C) such investments must not be subject to liquidation prior to their maturity;




     (e) demand and time deposits in, or certificates of deposit of, or bankers’
acceptances issued by, any bank or trust company, savings and loan association or savings
bank, the short term obligations of which are rated in the highest short-term debt rating
category of each of Fitch and Moody’s (or, in the case of any other such Rating Agency, such
lower rating as is the subject of a No Downgrade Confirmation by such Rating Agency) and, if
it has a term in excess of three months, the long-term debt obligations of which are rated
“AAA” (or the equivalent) by each of Fitch and Moody’s (or, if not rated by either such
Rating Agency, otherwise acceptable to such Rating Agency as confirmed in a No Downgrade
Confirmation); provided, however, that the investments described in this
clause must (A) have a predetermined fixed dollar amount of principal due at maturity that
cannot vary or change, (B) if such investments have a variable rate of interest, such
interest rate must be tied to a single interest rate index plus a fixed spread (if any) and
must move proportionately with that index, and (C) such investments must not be subject to
liquidation prior to their maturity;




     (f) debt obligations, the short term obligations of which are rated in the highest
short-term debt rating category of each of Fitch and Moody’s (or, in the case of either such
Rating Agency, such lower rating as is the subject of a No Downgrade Confirmation by such
Rating Agency) and, if it has a term in excess of three months, the long-term debt
obligations of which are rated “AAA” (or the equivalent) by each of Fitch



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and Moody’s (or,
if not rated by such Rating Agency, otherwise acceptable to such Rating Agency as confirmed
in a No Downgrade Confirmation); provided, however, that the investments
described in this clause must (A) have a predetermined fixed dollar of principal due at
maturity that cannot vary or change, (B) if such investments have a
variable rate of interest, such interest rate must be tied to a single interest rate
index plus a fixed spread (if any) and must move proportionately with that index, and (C)
such investments must not be subject to liquidation prior to their maturity;




     (g) commercial paper (including both non-interest-bearing discount obligations and
interest-bearing obligations payable on demand or on a specified date not more than one year
after the date of issuance thereof), the short term obligations of which are rated in the
highest short-term debt rating category of each of Fitch and Moody’s (or, in the case of
either such Rating Agency, such lower rating as is the subject of a No Downgrade
Confirmation by such Rating Agency) and, if it has a term in excess of three months, the
long-term debt obligations of which are rated “AAA” (or the equivalent) by each of Fitch and
Moody’s (or, if not rated by either such Rating Agency, otherwise acceptable to such Rating
Agency as confirmed in a No Downgrade Confirmation); provided, however, that
the investments described in this clause must (A) have a predetermined fixed dollar of
principal due at maturity that cannot vary or change, (B) if such investments have a
variable rate of interest, such interest rate must be tied to a single interest rate index
plus a fixed spread (if any) and must move proportionately with that index, and (C) such
investments must not be subject to liquidation prior to their maturity;




     (h) Any money market fund (in each case, the “Fund”) so long as the Fund is
rated by each of Fitch and Moody’s in its highest money market fund ratings category (or, if
not rated by either such Rating Agency, otherwise acceptable to such Rating Agency as
confirmed in a No Downgrade Confirmation); and




     (i) any other demand, money market or time deposit, demand obligation or any other
obligation, security or investment, provided that the Master Servicer, the Special
Servicer, the Certificate Administrator or the Trustee, as applicable, has received a No
Downgrade Confirmation;


provided, however, that such instrument continues to qualify as a “cash flow
investment” pursuant to Code Section 860G(a)(6) earning a passive return in the nature of interest
and that no instrument or security shall be a Permitted Investment if (i) such instrument or
security evidences a right to receive only interest payments, (ii) the right to receive principal
and interest payments derived from the underlying investment provides a yield to maturity in excess
of 120% of the yield to maturity at par of such underlying investment, (iii) the rating for such
instrument or security includes an “r” designation or (iv) such instrument may be redeemed at a
price below the purchase price; and provided, further, however, that no amount
beneficially owned by the Upper-Tier REMIC or
the Lower-Tier REMIC (even if not yet deposited in
the Trust) may be invested in investments (other than money market funds) treated as equity
interests for federal income tax purposes, unless the Master Servicer, the Trustee and the
Certificate Administrator receive an Opinion of Counsel, at the expense of the party directing such
Permitted Investment, to the effect that such investment will not adversely affect the status of
the Upper-Tier REMIC or




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the Lower-Tier REMIC. Permitted Investments that are subject to prepayment
or call may not be purchased at a price in excess of par.




          “Permitted Transferee”: With respect to a Class R Certificate, any Person or agent of
such Person other than (a) a Disqualified Organization, (b) a Person that is a Non-U.S.
Person (other than (i) a Non-U.S. Person in whose hands the income from such Class R
Certificate is effectively connected with the conduct of a trade or business within the United
States and that has furnished the transferor and the Certificate Registrar with an effective IRS
Form W-8ECI or other prescribed form or (ii) a Non-U.S. Person, if in connection with the proposed
transfer of such Class R Certificate, the transferor provides an opinion of counsel to the
Certificate Registrar to the effect that such transfer will not be disregarded for federal income
tax purposes under Treasury Regulations Section 1.860G-3), (c) any partnership if any of its
interests are (or under the partnership agreement are permitted to be) owned, directly or
indirectly (other than through a U.S. corporation), by a Non-U.S. Person or (d) a U.S. Person with
respect to whom income from the Class R Certificate is attributable to a foreign permanent
establishment or fixed base, within the meaning of an applicable income tax treaty, of the
transferee or any other U.S. Person.



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



          “Plan”: As defined in Section 5.03(m) of this Agreement.



          “Plaza Mexico Mortgage Loan”: The Mortgage Loan included in the Trust and identified
on the Mortgage Loan Schedule as Mortgage Loan No. 2.



          “Prepayment Assumption”: The assumption that there will be zero prepayments with
respect to the Mortgage Loans; provided, that it is assumed that each Mortgage Loan with an
Anticipated Repayment Date prepays on such date.



          “Prepayment Interest Excess”: With respect to any Distribution Date, for each
Mortgage Loan and Companion Loan that was subject to a Principal Prepayment in full or in part
during any Prepayment Period, which Principal Prepayment was applied to such Mortgage Loan or
Companion Loan, as applicable, after the Due Date in such Prepayment Period, the amount of interest
(net of the related Servicing Fee and any related Excess Interest) that accrued for such Mortgage
Loan or Companion Loan, as applicable, on the amount of such Principal Prepayment during the period
commencing on the date after such Due Date and ending on the date as of which such Principal
Prepayment was applied to the unpaid principal balance of the Mortgage Loan or Companion Loan, as
applicable, inclusive, to the extent collected from the related Mortgagor (exclusive of any related
Yield Maintenance Charge or related Excess Interest that may have been collected).



          “Prepayment Interest Shortfall”: With respect to any Distribution Date, for each
Mortgage Loan and Companion Loan that was subject to a Principal Prepayment in full or in part
during any Prepayment Period, which Principal Prepayment was applied to such Mortgage Loan or
Companion Loan, as applicable, prior to the Due Date in such Prepayment Period, the amount



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of
interest, net of the Servicing Fee and any related Excess Interest, to the extent not collected
from the related Mortgagor, that would have accrued on such Mortgage Loan or Companion Loan, as
applicable, on the amount of such Principal Prepayment during the period commencing on the date as
of which such Principal Prepayment was applied to the unpaid principal balance of
the Mortgage Loan or Companion Loan, as applicable, and ending on the day immediately
preceding such Due Date, inclusive.




          “Prepayment Period”: With respect to any Distribution Date, the period beginning the
day after the Determination Date in the month immediately preceding the month in which such
Distribution Date occurs (or on the Cut-Off Date, in the case of the first Distribution Date)
through and including the Determination Date immediately preceding such Distribution Date.



          “Prime Rate”: The “Prime Rate” as published in the “Money Rates” section of The Wall
Street Journal, Eastern edition (or, if such section or publication is no longer available, such
other comparable publication as determined by the Master Servicer in its reasonable discretion,
such reasonable determination to be conclusive and binding on all parties) as may be in effect from
time to time, or, if the “Prime Rate” no longer exists, such other comparable rate (as determined
by the Master Servicer in its reasonable discretion, such reasonable determination to be conclusive
and binding on all parties) as may be in effect from time to time.



          “Principal Distribution Amount”: For any Distribution Date will be equal to the sum,
without duplication, of:




     (A) the Scheduled Principal Distribution Amount for such Distribution Date;




     (B) the Unscheduled Payments of the Mortgage Loans (including the REO
Mortgage Loans) on deposit in the Collection Account as of the related Determination
Date; and




     (C) the Principal Shortfall, if any, for such Distribution Date;


provided that the Principal Distribution Amount for any Distribution Date shall be reduced
by the amount of any reimbursements of (i) Nonrecoverable Advances plus interest on such
Nonrecoverable Advances that are paid or reimbursed from principal collections on the Mortgage
Loans in a period during which such principal collections would have otherwise been included in the
Principal Distribution Amount for such Distribution Date and (ii) Workout-Delayed Reimbursement
Amounts that were paid or reimbursed from principal collections on the Mortgage Loans in a period
during which such principal collections would have otherwise been included in the Principal
Distribution Amount for such Distribution Date (provided that, in the case of clause (i)
and (ii) above, if any of the amounts that were reimbursed from principal collections on the
Mortgage Loans (including the REO Mortgage Loans) for a prior Distribution Date are subsequently
recovered on the related Mortgage Loan (including an REO Mortgage Loan), such recovery will
increase the Principal Distribution Amount for the Distribution Date related to the applicable
Prepayment Period in which such recovery occurs).




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          The principal component of the amounts set forth above shall be determined in accordance with
Section 1.02 hereof.



          “Principal Prepayment”: Any payment of principal made by a Mortgagor on a Mortgage
Loan or a Split-Loan which is received in advance of its scheduled Due Date.



          “Principal Shortfall”: For any Distribution Date, the amount, if any, by which (i)
the Principal Distribution Amount for the preceding Distribution Date exceeds (ii) the aggregate
amount actually distributed with respect to principal on the Sequential Pay Certificates on such
preceding Distribution Date in respect of such Principal Distribution Amount.



          “Private Certificate”: Any of the Class A-J, Class X-A, Class X-B, Class B, Class C,
Class D, Class E, Class F, Class G, Class NR, Class S or Class R Certificates.



          “Private Placement Memorandum”: The private placement memorandum dated December 6,
2011, relating to the Private Certificates.



          “Privileged Information”: Any (i) correspondence or other communication between the
Controlling Class Representative or a holder of a Companion Loan and the Special Servicer (or the
Master Servicer) related to any Specially Serviced Mortgage Loan or the exercise of the consent or
consultation rights of the Controlling Class Representative under this Agreement or the
consultation rights of a holder of a Companion Loan under any related Intercreditor Agreement, (ii)
strategically sensitive information that the Special Servicer has reasonably determined (and
informed the Operating Advisor of such determination during a Collective Consultation Period or a
Senior Consultation Period) could compromise the Trust Fund’s position in any ongoing or future
negotiations with the related Mortgagor, any Companion Loan Holder, any mezzanine lender, any
potential Mortgage Loan or REO Property purchaser or other interested party or enforcement of the
mortgagee’s rights and remedies under the Loan Documents or senior lender’s rights under any
Intercreditor Agreement, mezzanine intercreditor agreement or any Mortgage Loan sale or REO
Property sale documents, and (iii) information subject to attorney-client privilege.



          “Privileged Person”: The Depositor, the Underwriters, the Initial Purchasers, the
Master Servicer, the Special Servicer, the Controlling Class Representative (during a Subordinate
Control Period or a Collective Consultation Period), any holder of a Pari Passu Companion Loan, the
Trustee, the Certificate Administrator, the Operating Advisor, a designee of the Depositor and any
Person who provides the Certificate Administrator with an Investor Certification, the Rating
Agencies, and any NRSRO that delivers an NRSRO Certification to the 17g-5 Information Provider
substantially in the form of Exhibit T to this Agreement, which Investor Certification and
NRSRO Certification may be submitted electronically via the 17g-5 Information Provider’s Website;
provided that in no event shall a Mortgagor, a Manager of a Mortgaged Property, an
Affiliate of any of the foregoing or an agent of any Mortgagor be considered a Privileged Person;
provided, further that the Trustee, the Certificate Administrator, the Master
Servicer, the Special Servicer, the Operating Advisor and the 17g-5 Information Provider may
conclusively rely on the information contained in the Investor Certification and NRSRO
Certification (both of which shall be made available by the Certificate Administrator on



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a
reasonably prompt basis upon request by any such party at no expense to the Trust Fund or the
requesting party).




          “Property Advance”: As to any Mortgage Loan or Split-Loan, any advance made by the
Master Servicer, the Special Servicer or the Trustee in respect of Property Protection Expenses,
together with all other customary, reasonable and necessary “out of pocket” costs and expenses
(including attorneys’ fees and fees and expenses of real estate brokers) incurred by the
Master Servicer, the Special Servicer or the Trustee in connection with the servicing and
administration of a Mortgage Loan or Split-Loan, if a default is imminent thereunder or a default,
delinquency or other unanticipated event has occurred with respect thereto, or in connection with
the administration of any REO Property, including, but not limited to, the cost of (a) compliance
with the obligations of the Master Servicer, the Special Servicer or the Trustee, if any, set forth
in Section 2.03, Section 3.04 and Section 3.08 of this Agreement, (b) the
preservation, insurance, restoration, protection and management of a Mortgaged Property, (c)
obtaining any Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds, (d) any
enforcement or judicial proceedings with respect to a Mortgaged Property, including foreclosures,
(e) any Appraisal or any other appraisal or update thereof expressly permitted or required to be
obtained hereunder and (f) the operation, management, maintenance and liquidation of any REO
Property; provided that, notwithstanding anything to the contrary, “Property Advances”
shall not include allocable overhead of the Master Servicer, the Special Servicer or the Trustee,
such as costs for office space, office equipment, supplies and related expenses, employee salaries
and related expenses and similar internal costs and expenses, or costs and expenses incurred by any
such party in connection with its purchase of any Mortgage Loan or REO Property pursuant to any
provision of this Agreement, or any Intercreditor Agreement. Each reference to the payment or
reimbursement of a Property Advance shall be deemed to include, whether or not specifically
referred to, payment or reimbursement of interest thereon at the Advance Rate from and including
the date of the making of such Advance to but excluding the date of payment or reimbursement.



          “Property Protection Expenses”: Any costs and expenses incurred by the Master
Servicer, the Special Servicer or the Trustee pursuant to Sections 3.04, 3.08,
3.10(f), 3.10(g) and 3.17(b) or indicated herein as being a cost or expense
of the Lower-Tier REMIC to be advanced by the Master Servicer, the Special Servicer or the Trustee,
as applicable.



          “Prospectus”: The prospectus dated November 23, 2011, as supplemented by the
Prospectus Supplement relating to the Public Certificates.



          “Prospectus Supplement”: The prospectus supplement dated December 6, 2011, relating
to the Public Certificates.



          “Public Certificates: Each of the Class A-1, Class A-2, Class A-3, and Class A-4
Certificates.



          “Public Documents”: As defined in Section 4.02(a) of this Agreement.



          “Purchase Price”: With respect to any Mortgage Loan (or REO Property), a price equal
to the following: (a) the outstanding principal balance of such Mortgage Loan (or the



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related REO
Mortgage Loan) as of the date of purchase; plus (b) all accrued and unpaid interest on such
Mortgage Loan (or the related REO Mortgage Loan), other than Excess Interest, at the related
Mortgage Loan Rate in effect from time to time through the Due Date in the Collection Period of
purchase; plus (c) all related unreimbursed Property Advances (including any Property Advances and
Advance Interest Amounts that were reimbursed out of general collections on the Mortgage Loans);
plus (d) all accrued and unpaid Advance Interest Amounts in respect of related Advances; plus (e)
if such Mortgage Loan is being purchased by the Mortgage Loan Seller
pursuant to Section 6 of the Mortgage Loan Purchase Agreement, all expenses incurred
or to be incurred by the Master Servicer, the Special Servicer, the Depositor, the Certificate
Administrator and the Trustee in respect of the Breach or Document Defect giving rise to the
repurchase or substitution obligation (to the extent not otherwise included in the amount described
in clause (c) above); plus (f) any unpaid Special Servicing Fees, Operating Advisor Fees, Workout
Fees and any other unpaid Additional Trust Fund Expenses outstanding or previously incurred in
respect of the related Mortgage Loan, plus (g) if the Mortgage Loan is not repurchased by the
Mortgage Loan Seller within 90 days (or 180 days, if the Mortgage Loan Seller is entitled to an
additional 90-day period to complete a cure, repurchase or substitution under the Mortgage Loan
Purchase Agreement) following the earlier of the responsible party’s discovery or receipt of notice
of the subject Material Breach or Material Document Defect, as the case may be, a Liquidation Fee.
With respect to any REO Property that relates to a Split-Loan, the Purchase Price for the Trust
Fund’s interest in such REO Property shall be the amount calculated in accordance with the first
sentence of this definition in respect of the related REO Mortgage Loan.




          “Qualified Bidder”: As defined in Section 7.01(b) of this Agreement.



          “Qualified Institutional Buyer”: A “qualified institutional buyer” within the meaning
of Rule 144A.



          “Qualified Insurer”: As used in Section 3.08 and Section 5.10, in the
case of (i) all policies not referred to in clause (ii) below, an insurance company or security or
bonding company qualified to write the related insurance policy in the relevant jurisdiction and
whose claims paying ability is rated at least “A” by Fitch (or, if not rated by Fitch, an
equivalent rating such as that listed above by (A) at least two NRSRO’s (which may include S&P,
DBRS, Inc. and/or Moody’s) or (B) one NRSRO (which may include S&P, DBRS, Inc. and/or Moody’s) and
AM Best) and “A3” by Moody’s (or, if not rated by Moody’s, at least “A” by S&P) and (ii) in the
case of the fidelity bond and the errors and omissions insurance required to be maintained pursuant
to Section 3.08(c) of this Agreement, a company that shall have a claim paying ability
rated by each Rating Agency no lower than two ratings categories (without regard to pluses or
minuses) lower than the highest rating of any outstanding Class of Certificates from time to time,
but in no event lower than “A” by Fitch (or, if not rated by Fitch, an equivalent rating such as
that listed above by (A) at least two NRSRO’s (which may include S&P, DBRS, Inc. and/or Moody’s) or
(B) one NRSRO (which may include S&P, DBRS, Inc. and/or Moody’s) and AM Best) and “A3” by Moody’s
(or, if not rated by Moody’s, at least “A” by S&P), unless such insurance company is not rated by
one or more Rating Agencies or has a claims paying ability rated by one or more Rating Agencies in
a rating category lower than required herein, in which case either (a) such insurer’s obligations
are guaranteed or backed in writing by a company



-55-









 




having such a claim-paying ability rating, or (b)
the Master Servicer or the Special Servicer, as applicable, has received a No Downgrade
Confirmation.




          “Qualified Mortgage”: A Mortgage Loan that is a “qualified mortgage” within the
meaning of Code Section 860G(a)(3) (but without regard to the rule in Treasury Regulations Section
1.860G-2(f)(2) that treats a defective obligation as a qualified mortgage, or any substantially
similar successor provision).



          “Qualified Substitute Mortgage Loan”: A mortgage loan that must, on the date of
substitution: (i) have an outstanding principal balance, after application of all scheduled
payments of principal and interest due during or prior to the month of substitution, whether or not
received, not in excess of the Stated Principal Balance of the deleted Mortgage Loan as of the Due
Date in the calendar month during which the substitution occurs; (ii) have a Mortgage Loan Rate not
less than the Mortgage Loan Rate of the deleted Mortgage Loan; (iii) have the same Due Date as and
grace period no longer than that of the deleted Mortgage Loan; (iv) accrue interest on the same
basis as the deleted Mortgage Loan (for example, on the basis of a 360-day year consisting of
twelve 30-day months); (v) have a remaining term to stated maturity not greater than, and not more
than two years less than, the remaining term to stated maturity of the deleted Mortgage Loan; (vi)
have a then-current loan-to-value ratio equal to or less than the lesser of (a) the Loan-to-Value
Ratio of the deleted Mortgage Loan as of the Cut-Off Date and (b) 75%, in each case using the
“value” for the Mortgaged Property as determined using an Appraisal; (vii) have an original
loan-to-value ratio equal to or less than the Cut-Off Date Loan-to-Value Ratio for the deleted
Mortgage Loan, (viii) comply as of the date of substitution in all material respects with all of
the representations and warranties set forth in the Mortgage Loan Purchase Agreement; (ix) have an
environmental report that indicates no material adverse environmental conditions with respect to
the related Mortgaged Property and which will be delivered as a part of the related Mortgage File;
(x) have a then-current debt service coverage ratio at least equal to the greater of (a) the
original debt service coverage ratio of the deleted Mortgage Loan as of the Closing Date and (b)
1.25x; (xi) constitute a “qualified replacement mortgage” within the meaning of Code Section
860G(a)(4) as evidenced by an Opinion of Counsel (provided at the Mortgage Loan Seller’s expense);
(xii) not have a maturity date or an amortization schedule that extends to a date that is after 5
years prior to the Rated Final Distribution Date; (xiii) have prepayment restrictions comparable to
those of the deleted Mortgage Loan; (xiv) not be substituted for a deleted Mortgage Loan unless the
Trustee has received prior No Downgrade Confirmations from each Rating Agency (the cost, if any, of
obtaining such No Downgrade Confirmation to be paid by the Mortgage Loan Seller); (xv) have been
approved, so long as a Subordinate Control Period is in effect, by the Controlling Class
Representative or so long as a Collective Consultation Period or a Senior Consultation Period is in
effect, by the Special Servicer (with consultation from the Operating Advisor and/or Controlling
Class Representative, as applicable); (xvi) prohibit defeasance within two years of the Closing
Date; (xvii) not be substituted for a deleted Mortgage Loan if it would result in the termination
of the REMIC status of either the Lower-Tier REMIC or the Upper-Tier REMIC or the imposition of tax
on any Trust REMIC other than a tax on income expressly permitted or contemplated to be imposed by
the terms of this Agreement, as determined by an Opinion of Counsel; (xviii) have an engineering
report with respect to the related Mortgaged Property that will be delivered as a part of the
related Servicing File disclosing no materially adverse structural engineering or mechanical
defects; and (xix) be current in the payment of all scheduled payments



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of principal and interest
then due. If more than one mortgage loan is substituted for a deleted Mortgage Loan or Mortgage
Loans, then the amounts described in clause (i) above shall be determined on the basis of aggregate
principal balances and each such proposed Qualified Substitute Mortgage Loan shall individually
satisfy each of the requirements specified in clauses (ii) through (xix) above; provided
that the rates described in clause (ii) above and the remaining term to stated maturity referred to
in clause (v) above shall be determined on a weighted average basis; provided
further, that no individual Mortgage Loan Rate (net of the Administrative Fee
Rate) shall be lower than the highest fixed Pass-Through Rate (and not subject to a cap equal
to, or based on, the WAC Rate) of any class of Sequential Pay Certificates having a Certificate
Principal Amount then outstanding. When a Qualified Substitute Mortgage Loan is substituted for a
deleted Mortgage Loan, the Mortgage Loan Seller shall certify that the Mortgage Loan meets all of
the requirements of the above definition and shall send such certification to the Certificate
Administrator and the Trustee and, during a Subordinate Control Period or a Collective Consultation
Period, the Controlling Class Representative and during a Collective Consultation Period or a
Senior Consultation Period, the Operating Advisor.




          “Rated Final Distribution Date”: The Distribution Date occurring in December 2047.



          “Rating Agency”: Each of Fitch and Moody’s or their successors in interest. If no
such rating agency nor any successor thereof remains in existence, “Rating Agency” shall be deemed
to refer to such NRSRO or other comparable Person designated by the Depositor after notice of such
designation is given to the Trustee, the Certificate Administrator and the Master Servicer, and
specific ratings of Fitch and Moody’s herein referenced shall be deemed to refer to the equivalent
ratings of the party so designated. References herein to the highest long-term unsecured debt
rating category of Fitch and Moody’s shall mean “AAA” with respect to Fitch and “Aaa” with respect
to Moody’s, and, in the case of any other rating agency, shall mean such highest rating category
without regard to any plus or minus or numerical qualification.



          “Real Property”: Land or improvements thereon such as buildings or other inherently
permanent structures thereon (including items that are structural components of the buildings or
structures), in each such case as such terms are used in the REMIC Provisions.



          “Realized Loss”: With respect to any Distribution Date, the amount, if any, by which
(A) the aggregate Certificate Principal Amount of the Certificates, after giving effect to
distributions on such Distribution Date exceeds (B) the aggregate Stated Principal Balance of the
Mortgage Loans (including any REO Mortgage Loans) (for purposes of this calculation only, not
giving effect to any reductions of the Stated Principal Balance for principal payments received on
the Mortgage Loans that were used to reimburse the Master Servicer, the Special Servicer or the
Trustee from general collections of principal on the Mortgage Loans for Workout-Delayed
Reimbursement Amounts, to the extent such Workout-Delayed Reimbursement Amounts are not otherwise
determined to be Nonrecoverable Advances) after giving effect to any and all reductions thereon on
such Distribution Date. Realized Losses may be reversed as provided in Section 4.01(g).



          “Record Date”: With respect to each Distribution Date and each Class of Certificates,
the close of business on the last day of the month immediately preceding the month



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in which such
Distribution Date occurs, or if such day is not a Business Day, the immediately preceding Business
Day.




          “Regular Certificates”: The Class A-1, Class A-2, Class A-3, Class A-4, Class A-J,
Class X-A, Class X-B, Class B, Class C, Class D, Class E, Class F, Class G and Class NR
Certificates.



          “Regulation AB”: Subpart 229.1100 — Asset Backed Securities (Regulation AB), 17
C.F.R. §§229.1100-229.1123, as such may be amended from time to time, and subject to such
clarification and interpretation as have been provided by the Commission in the adopting release
(Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506-1,631 (January 7,
2005)) or by the staff of the Commission, or as may be provided by the Commission or its staff from
time to time.



          “Regulation D”: Regulation D under the Act.



          “Regulation S”: Regulation S under the Act.



          “Regulation S Global Certificates”: As defined in Section 5.02(c) of this
Agreement.



          “Regulation S Investor”: With respect to a transferee of a Regulation S Global
Certificate, a transferee that acquires such Certificate pursuant to Regulation S.



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



          “Remaining Certificateholder”: Any Holder (or Holders provided they act in unanimity)
holding 100% of the then outstanding Regular Certificates; provided, however, that
the Certificate Principal Amounts of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-J,
Class B, Class C, Class D and Class E Certificates have been reduced to zero; provided further
that, if the Holders of the Class X-B Certificates have assigned all of the Voting Rights of
the Class X-B Certificates to the Beneficial Owner of the Certificates holding 100% of the then
outstanding Class F, Class G and Class NR Certificates, then “Remaining Certificateholder” shall
mean the Beneficial Owner of the Certificates holding 100% of the Class F, Class G and Class NR
Certificates



          “REMIC”: A “real estate mortgage investment conduit” within the meaning of Code
Section 860D.



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          “REMIC Provisions”: 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 regulations (including any applicable proposed
regulations) and rulings promulgated thereunder, as the foregoing may be in effect from time to
time.



          “Rents from Real Property”: With respect to any REO Property, gross income of the
character described in Code Section 856(d), which income, subject to the terms and conditions of
that Section of the Code in its present form, does not include:




     (1) except as provided in Code Section 856(d)(4) or (6), any amount received or
accrued, directly or indirectly, with respect to such REO Property, if the determination of
such amount depends in whole or in part on the income or profits derived by any Person from
such property (unless such amount is a fixed percentage or percentages of receipts or sales
and otherwise constitutes Rents from Real Property);




     (2) any amount received or accrued, directly or indirectly, from any Person if the
Trust Fund owns directly or indirectly (including by attribution) a ten percent or greater
interest in such Person determined in accordance with Code Sections 856(d)(2)(B) and (d)(5);




     (3) any amount received or accrued, directly or indirectly, with respect to such
REO Property if any Person Directly Operates such REO Property;




     (4) any amount charged for services that are not customarily furnished in
connection with the rental of property to tenants in buildings of a similar class in the
same geographic market as such REO Property within the meaning of Treasury Regulations
Section 1.856-4(b)(1) (whether or not such charges are separately stated); and




     (5) rent attributable to personal property unless such personal property is leased
under, or in connection with, the lease of such REO Property and, for any taxable year of
the Trust Fund, such rent is no greater than 15 percent of the total rent received or
accrued under, or in connection with, the lease.



          “REO Account”: A segregated custodial account or accounts created and maintained by
the Special Servicer pursuant to Section 3.16 of this Agreement on behalf of the Trustee in
trust for the Certificateholders and, if applicable, the related Companion Loan Holders, which
shall be entitled “LNR Partners, LLC, or the applicable successor Special Servicer, as Special
Servicer, for the benefit of Citibank, N.A., as trustee, in trust for registered Holders of CFCRE
Commercial Mortgage Trust 2011-C2 Commercial Mortgage Pass-Through Certificates, Series 2011-C2 and
the Companion Loan Holder REO Account.” Any such account or accounts shall be an Eligible Account.



          “REO Companion Loan”: The Companion Loan as to which the related Mortgaged Property
has become an REO Property.



          “REO Extension”: As defined in Section 3.16(a) of this Agreement.



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          “REO Mortgage Loan”: Any Mortgage Loan as to which the related Mortgaged Property has
become an REO Property.



          “REO Proceeds”: With respect to any REO Property and the related REO Mortgage Loan
and, if applicable, REO Companion Loan, all revenues received by the Special
Servicer with respect to such REO Property, REO Mortgage Loan or REO Companion Loan which do
not constitute Liquidation Proceeds.



          “REO Property”: A Mortgaged Property title to which has been acquired on behalf of
the Trust Fund and, if applicable, the related Companion Loan Holders through foreclosure, deed in
lieu of foreclosure or otherwise.



          “Reportable Event”: As defined in Section 10.07.



          “Reporting Servicer”: The Master Servicer, the Special Servicer, the Operating
Advisor and any Servicing Function Participant (including the Certificate Administrator, the
Custodian, the Trustee and each Sub-Servicer), as the case may be.



          “Repurchase Communication”: For purposes of Section 2.03(a) and Section
3.01(c) of this Agreement only, any communication, whether oral or written, which need not be
in any specific form.



          “Repurchase Request”: As defined in Section 2.03(a) of this Agreement.



          “Repurchase Request Withdrawal”: As defined in Section 2.03(a) of this
Agreement.



          “Request for Release”: A request for a release signed by a Servicing Officer,
substantially in the form of Exhibit C hereto.



          “Requesting Holders”: As defined in Section 3.10(a) of this Agreement.



          “Residual Certificate”: Any Class R Certificate.



          “Residual Ownership Interest”: Any record or beneficial interest in the Class R
Certificates.



          “Responsible Officer”: When used with respect to (i) the Trustee, any officer of the
Corporate Trust Office of the Trustee (and, if the Trustee is the Certificate Registrar or the
Paying Agent, of the Certificate Registrar or the Paying Agent, as applicable) assigned to the
Corporate Trust Office with direct responsibility for the administration of this Agreement and
also, with respect to a particular matter, any other officer to whom such matter is referred
because of such officer’s knowledge of and familiarity with the particular subject and (ii) the
Certificate Administrator, any officer assigned to the Corporate Trust Services group, with direct
responsibility for the administration of this Agreement and also, with respect to a particular
matter, any other officer to whom a particular matter is referred by the Certificate Administrator
because of such officer’s knowledge of and familiarity with the particular subject. When used



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with
respect to any Certificate Registrar (other than the Trustee or the Certificate Administrator), any
officer or assistant officer thereof.




          “Restricted Period”: The 40-day period prescribed by Regulation S commencing on the
later of (a) the date upon which the Private Certificates are first offered to persons other
than the Initial Purchasers and any other distributor (as defined in Regulation S) of the
Certificates, and (b) the Closing Date.



          “Review Package”: A package of documents consisting of a memorandum outlining the
analysis and recommendation (in accordance with the Servicing Standard) of the Master Servicer or
the Special Servicer, as the case may be, with respect to the matters that are the subject thereof,
and copies of all relevant documentation.



          “Revised Rate”: With respect to any ARD Loan, the increased interest rate after the
Anticipated Repayment Date (in the absence of a default) for each applicable Mortgage Loan, as
calculated and as set forth in the related Loan Agreement.



          “RiverTown Crossings Mall Companion Loan”: With respect to the RiverTown Crossings
Mall Split-Loan, the related promissory note made by the related Mortgagor and secured by the
RiverTown Crossings Mall Mortgage and designated as promissory note A-2, which is not included in
the Trust and is pari passu in right of payment to the RiverTown Crossings Mall Mortgage Loan as
and to the extent provided for in the RiverTown Crossings Mall Intercreditor Agreement.



          “RiverTown Crossings Mall Companion Loan Holder(s)”: The holder(s) of the RiverTown
Crossings Mall Companion Loan.



          “RiverTown Crossings Mall Intercreditor Agreement”: With respect to the RiverTown
Crossings Mall Mortgage Loan, the related note holder agreement, dated as of December 15, 2011, by
and between the holder of the RiverTown Crossings Mall Mortgage Loan and the holder of the
RiverTown Crossings Mall Companion Loan, relating to the relative rights of the holder of the
RiverTown Crossings Mall Mortgage Loan and the holder of the RiverTown Crossings Mall Companion
Loan, as the same may be amended from time to time in accordance with the terms thereof.



          “RiverTown Crossings Mall Mortgage”: The Mortgage securing the RiverTown Crossings
Mall Mortgage Loan and the RiverTown Crossings Mall Companion Loan.



          “RiverTown Crossings Mall Mortgage Loan”: With respect to the RiverTown Crossings
Mall Split-Loan, the Mortgage Loan included in the Trust and identified on the Mortgage Loan
Schedule as Mortgage Loan No. 1, which is designated as promissory note A-1 and is pari passu in
right of payment to the RiverTown Crossings Mall Companion Loan as and to the extent provided for
in the RiverTown Crossings Mall Intercreditor Agreement.



          “RiverTown Crossings Mall Split-Loan”: The RiverTown Crossings Mall Mortgage Loan,
together with the RiverTown Crossings Mall Companion Loan, each of which is secured by the
RiverTown Crossings Mall Mortgage. References herein to the RiverTown



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Crossings Mall Split-Loan
shall be construed to refer to the aggregate indebtedness secured under the RiverTown Crossings
Mall Mortgage.




          “Rule 144A”: Rule 144A under the Act.



          “Rule 144A Global Certificates”: As defined in Section 5.02(c) of this
Agreement.



          “S&P”: Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC
business, or its successors in interest.



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



          “Sarbanes-Oxley Certification”: As defined in Section 10.05 of this
Agreement.



          “Scheduled Principal Distribution Amount”: For any Distribution Date shall be equal
to the sum, without duplication, of:




     (A) the principal component of all scheduled Monthly Payments and Balloon
Payments which became due on the related Due Date (if received by the Master
Servicer by the Business Day prior to the Master Servicer Remittance Date, or (other
than Balloon Payments) advanced by the Master Servicer or the Trustee, in respect of
such Distribution Date) with respect to the Mortgage Loans (including any REO
Mortgage Loans); and




     (B) the principal component of any payment on any Mortgage Loan received or
applied on or after the date on which such payment was due on deposit in the
Collection Account as of the related Determination Date, net of the principal
portion of any unreimbursed P&I Advances related to such Mortgage Loan.



          “Seller Sub-Servicer”: A Sub-Servicer or Additional Servicer required by the Mortgage
Loan Seller to be retained by the Master Servicer or the Special Servicer, as applicable, as listed
on Exhibit Y hereto.



          “Senior Consultation Period”: Any period when the Certificate Principal Amount of the
Class F Certificates, without regard to any Appraisal Reduction Amounts notionally allocable to
such Class, is less than 25% of the initial Certificate Principal Amount of the Class F
Certificates.



          “Sequential Pay Certificates”: The Class A-1, Class A-2, Class A-3, Class A-4, Class
A-J, Class B, Class C, Class D, Class E, Class F, Class G and Class NR Certificates, collectively.



          “Service(s)” or “Servicing”: In accordance with Regulation AB, the act of servicing
and administering the Mortgage Loans or any other assets of the Trust by an entity



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(other than the
Certificate Administrator and the Trustee) that meets the definition of “servicer” set forth in
Item 1101 of Regulation AB and is subject to the disclosure requirements set forth in Item 1108 of
Regulation AB. For clarification purposes, any uncapitalized occurrence of this term shall have
the meaning commonly understood by participants in the commercial mortgage-backed securities
market.




          “Servicer”: As defined in Section 10.02 of this Agreement.



          “Servicer Indemnified Party”: As defined in Section 8.05(c) of this
Agreement.



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



          “Servicing Fee”: With respect to each Mortgage Loan or Split-Loan (or any successor
REO Mortgage Loan or successor REO Companion Loan with respect thereto) and for any Distribution
Date, the amount accrued during the related Interest Accrual Period at the related Servicing Fee
Rate on the Stated Principal Balance of such Mortgage Loan or Split-Loan, as the case may be, as of
the close of business on the Distribution Date in such Interest Accrual Period; provided
that such amounts shall be computed for the same period and on the same interest accrual basis
respecting which any related interest payment due or deemed due on the related Mortgage Loan or
Split-Loan is computed and shall be prorated for partial periods. For the avoidance of doubt, the
Servicing Fee shall be payable from the Lower-Tier REMIC.



          “Servicing Fee Rate”: With respect to each Mortgage Loan or Split-Loan (including any
successor REO Mortgage Loan or successor REO Companion Loan with respect thereto), a rate per annum
rate specified as such on the Mortgage Loan Schedule. The Servicing Fee Rate with respect to the
RiverTown Crossings Mall Split-Loan, is a rate per annum equal to (i) with respect to the RiverTown
Crossings Mall Mortgage Loan, 0.10% (a portion of which equal to 0.07% shall be the related
“primary servicing fee rate” applicable to the RiverTown Crossings Mall Mortgage Loan) and (ii)
with respect to the RiverTown Crossings Mall Companion Loan, 0.07% (which is the related “primary
servicing fee rate” applicable to the RiverTown Crossings Mall Companion Loan and is allocable to
the RiverTown Crossings Mall Companion Loan pursuant to the RiverTown Crossings Mall Intercreditor
Agreement).



          “Servicing File”: Any documents (other than documents required to be part of the
related Mortgage File but including copies of such documents required to be part of the related
Mortgage File) related to the origination or the servicing of the Mortgage Loans that are in the
possession of or under the control of the Mortgage Loan Seller, including but not limited to
appraisals, Environmental Reports, engineering reports, legal opinions, and the Mortgage Loan
Seller’s asset summary, delivered to the Master Servicer or the Special Servicer; provided
that the Mortgage Loan Seller shall not be required to deliver any draft documents, privileged or
other related Mortgage Loan Seller communications, credit underwriting, due diligence analyses or
data, or internal worksheets, memoranda, communications or evaluations as part of the Servicing
File.



          “Servicing Function Participant” Any Additional Servicer, Sub-Servicer, Subcontractor
or any other Person, other than the Certificate Administrator, the Operating



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Advisor, the Master
Servicer, the Special Servicer and the Trustee, that is performing activities that address the
Servicing Criteria, unless such Person’s activities relate only to 5% or less of the Mortgage Loans
by unpaid principal balance calculated in accordance with the provisions of Regulation AB.




          “Servicing Officer”: Any officer or employee of the Master Servicer, or an Additional
Servicer, as the case may be, involved in, or responsible for, the administration and servicing of
the Mortgage Loans (or any Split-Loan) or this Agreement and also, with respect to a particular
matter, any other officer to whom such matter is referred because of such officer’s or employee’s
knowledge of and familiarity with the particular subject, and, in the case of any certification
required to be signed by a Servicing Officer, such an officer or employee whose name and specimen
signature appears on a list of servicing officers furnished to the Trustee, the Operating Advisor
and the Certificate Administrator by the Master Servicer or Additional Servicer, as the case may
be, as such list may from time to time be amended.



          “Servicing Standard”: With respect to the Master Servicer or the Special Servicer, to
service and administer the Mortgage Loans (and the Split-Loans) and any REO Properties that such
party is obligated to service and administer pursuant to this Agreement on behalf of the Trust Fund
and the Trustee (as trustee for Certificateholders or, with respect to a Split-Loan, on behalf of
the Certificateholders and the related Companion Loan Holders, as a collective whole as if such
Certificateholders or, with respect to a Split-Loan, such Certificateholders and the related
Companion Loan Holders, constituted a single lender) as determined in the good faith and reasonable
judgment of the Master Servicer or the Special Servicer, as the case may be: (i) in accordance
with the higher of the following standards of care: (A) with the same care, skill, prudence and
diligence with which the Master Servicer or the Special Servicer, as the case may be, services and
administers comparable mortgage loans with similar borrowers and comparable REO properties for
other third-party portfolios, giving due consideration to the customary and usual standards of
practice of prudent institutional commercial mortgage lenders servicing their own mortgage loans
and REO properties, and (B) with the same care, skill, prudence and diligence with which the Master
Servicer or the Special Servicer, as the case may be, services and administers comparable mortgage
loans owned by the Master Servicer or the Special Servicer, as the case may be, and in either case,
exercising reasonable business judgment and acting in accordance with applicable law, the terms of
this Agreement, any related Intercreditor Agreement and the terms of the respective Mortgage Loan
or Split-Loan; (ii) with a view to: (A) the timely recovery of all payments of principal and
interest, including Balloon Payments, under the Mortgage Loans or Split-Loans or, (B) in the case
of (1) a Specially Serviced Mortgage Loan or (2) a Mortgage Loan or a Split-Loan as to which the
related Mortgaged Property has become an REO Property, the maximization of recovery on the Mortgage
Loan to the Certificateholders (as a collective whole as if such Certificateholders constituted a
single lender) or Split-Loan to the Certificateholders and the related Companion Loan Holders (as a
collective whole as if such Certificateholders and the related Companion Loan Holders constituted a
single lender) of principal and interest, including Balloon Payments, on a present value basis (the
relevant discounting of anticipated collections that shall be distributable to the
Certificateholders (or, in the case of a Split-Loan, to the Certificateholders and the related
Companion Loan Holders) to be performed at the Calculation Rate); and (iii) without regard to (A)
any relationship, including as lender on any other debt, that the Master Servicer or the Special
Servicer, as the case may be, or any Affiliate thereof, may



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have with any of the related
Mortgagors, or any Affiliate thereof, or any other party to this Agreement; (B) the ownership of
any Certificate (or, with respect to a Split-Loan, a Companion Loan or other indebtedness secured
by the related Mortgaged Property or any certificate backed by any related Companion Loan) by the
Master Servicer or the Special Servicer, as the case may be, or any Affiliate thereof; (C) the
obligation of the Master Servicer to make Advances; (D) the
right of the Master Servicer or the Special Servicer, as the case may be, or any Affiliate
thereof, to receive compensation or reimbursement of costs hereunder generally or with respect to
any particular transaction; and (E) the ownership of any mortgage loan or real property not subject
to this Agreement by the Master Servicer or the Special Servicer, as the case may be, or any
Affiliate thereof.




          “Servicing Transfer Event”: With respect to any Mortgage Loan or Split-Loan, the
occurrence of any of the events described in clauses (a) through (g) of the definition of
“Specially Serviced Mortgage Loan.” If a Servicing Transfer Event exists with respect to a
Mortgage Loan or related Companion Loan in a Split-Loan, it will be considered to exist for the
entire Split-Loan.



          “Significant Obligor”: Means (a) any obligor (as defined in Item 1101(i) of Regulation
AB) or group of affiliated obligors on any Mortgage Loan or group of Mortgage Loans that represent,
as of the Closing Date, 10% or more of the Mortgage Loans (by principal balance as of the Cut-off
Date); or (b) any single Mortgaged Property or group of Mortgaged Properties securing any Mortgage
Loan or group of cross-collateralized and/or cross-defaulted Mortgage Loans that represent, as of
the Closing Date, 10% or more of the Mortgage Loans (by principal balance as of the Cut-off Date).
The Mortgaged Properties securing the RiverTown Crossings Mall Mortgage Loan and the Plaza Mexico
Mortgage Loan constitute Significant Obligors with respect to the Trust.



          “Similar Law”: As defined in Section 5.03(m) of this Agreement.



          “Special Notice”: Any (a) notice transmitted to Certificateholders pursuant to
Section 5.07(c) of this Agreement, (b) notice of any request by at least 25% of the Voting
Rights of the Certificates (taking into account any Appraisal Reductions allocated to the
Certificates) to terminate and replace the Special Servicer pursuant to Section 6.08(a) of
this Agreement and (c) notice of any request by at least 15% of the Voting Rights of the
Non-Reduced Certificates to terminate and replace the Operating Advisor pursuant to Section
7.06(b) of this Agreement.



          “Special Servicer”: LNR Partners, LLC, a Florida limited liability company, or its
successor in interest, or any successor Special Servicer appointed as provided herein.



          “Special Servicing Compensation”: With respect to any Mortgage Loan or Split-Loan,
any of the Special Servicing Fee, the Workout Fee, and the Liquidation Fee which shall be due to
the Special Servicer.



          “Special Servicing Fee”: With respect to each Specially Serviced Mortgage Loan or REO
Property and any Distribution Date, an amount accrued during the related Interest Accrual Period at
the Special Servicing Fee Rate on the Stated Principal Balance of the Specially Serviced Mortgage
Loan as of the close of business on the Distribution Date in the related



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Interest Accrual Period;
provided, that such amounts shall be computed for the same period and on the same interest
accrual basis respecting which any related interest payment due or deemed due on the related
Mortgage Loan is computed and shall be prorated for partial periods. For the avoidance of doubt,
the Special Servicing Fee shall be deemed payable from the Lower-Tier REMIC.




          “Special Servicing Fee Rate”: A rate equal to 0.25% per annum, subject to a minimum
fee of $4,000 per month for each Specially Serviced Mortgage Loan or REO Property.



          “Specially Serviced Mortgage Loan”: Any Mortgage Loan, Split-Loan, REO Mortgage Loan
or REO Companion Loan as to which any of the following events has occurred:




     (a) the related Mortgagor has failed to make when due any Monthly Payment (and/or
any escrow and reserve payments) or a Balloon Payment, which failure continues unremedied
(without regard to any grace period) or which failure the Master Servicer or the Special
Servicer (with the consent of the Controlling Class Representative during a Subordinate
Control Period) determines, in its reasonable good faith judgment, is likely to continue
unremedied:




     (i) except in the case of a Balloon Mortgage Loan delinquent in respect of
its Balloon Payment, for 60 days beyond the date on which the subject payment was
due, or




     (ii) in the case of a delinquent Balloon Payment, (A) one (1) day beyond
the date on which such Balloon Payment was due (except as described in clause B of
this clause (ii)) or (B) in the case of a Mortgage Loan (or Split-Loan)
delinquent with respect to the Balloon Payment as to which the related Mortgagor
delivered a refinancing commitment acceptable to the Special Servicer prior to the
date the Balloon Payment was due, for 60 days beyond the date on which the Balloon
Payment was due (or such shorter period beyond the date on which that Balloon
Payment was due during which the refinancing is scheduled to occur);




     (b) there shall have occurred a default (other than as set forth in clause (a)
above and other than an Acceptable Insurance Default) that (i) in the judgment of the Master
Servicer or the Special Servicer (and, in the case of the Special Servicer, with the consent
of the Controlling Class Representative (during any Subordinate Control Period), in
consultation with the Controlling Class Representative and the Operating Advisor (during any
Collective Consultation Period) and in consultation with the Operating Advisor (during any
Senior Consultation Period) and, with respect to any Split-Loan, in consultation with the
holder of the related Pari Passu Companion Loan to the extent provided for in the related
Intercreditor Agreement) materially impairs the value of the related Mortgaged Property as
security for the Mortgage Loan or Split-Loan or otherwise materially adversely affects the
interests of Certificateholders (or, in the case of the Split-Loan, the Certificateholders
or the related Companion Loan Holder(s)), and (ii) continues unremedied for the applicable
grace period under the terms of the Mortgage Loan or Split-Loan (or, if no grace period is
specified and the default is capable of being cured, for 30 days); provided that any
default that results in acceleration of the related Mortgage



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Loan or Split-Loan without the
application of any grace period under the related Loan Documents shall be deemed not to have
a grace period; and provided, further, that any default requiring a Property
Advance shall be deemed to materially and adversely affect the interests of the
Certificateholders (or in the case of a Split-Loan, the Certificateholders or the related
Companion Loan Holder(s)); or




     (c) the Master Servicer or the Special Servicer has determined (and, in the case of
the Special Servicer, with the consent of the Controlling Class Representative (during any
Subordinate Control Period), in consultation with the Controlling Class Representative and
the Operating Advisor (during any Collective Consultation Period) and in consultation with
the Operating Advisor (during any Senior Consultation Period) and, with respect to any
Split-Loan, in consultation with the holder of the related Pari Passu Companion Loan to the
extent provided for in the related Intercreditor Agreement) that (i) a default (other than
an Acceptable Insurance Default) under the Mortgage Loan or Split-Loan is reasonably
foreseeable or there is a significant risk of such default, (ii) in the case of a
non-monetary default, such default will materially impair the value of the related Mortgaged
Property as security for such Mortgage Loan or Split-Loan or otherwise materially adversely
affects the interests of Certificateholders (or, in the case of the Split-Loan, the
Certificateholders or the related Companion Loan Holder(s)), and (iii) the default is likely
to continue unremedied for the applicable grace period under the terms of such Mortgage Loan
or Split-Loan or, if no grace period is specified and the default is capable of being cured,
for 30 days; provided that any default that results in acceleration of the related
Mortgage Loan or Split-Loan without the application of any grace period under the related
Loan Documents shall be deemed not to have a grace period; or




     (d) a decree or order of a court or agency or supervisory authority having
jurisdiction in the premises in any involuntary case under any present or future federal or
state bankruptcy, insolvency or similar law or the appointment of a conservator or receiver
or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities
or similar proceedings, or for the winding up or liquidation or its affairs, shall have been
entered against the related Mortgagor and such decree or order shall have remained in force
and not dismissed for a period of 60 days;




     (e) the related Mortgagor consents to the appointment of a conservator or receiver
or liquidator in any insolvency, readjustment or debt, marshalling of assets and liability
or similar proceedings of or relating to such Mortgagor or of or relating to all or
substantially all of its property; or




     (f) the related Mortgagor shall admit in writing its inability to pay its debts
generally as they become due, file a petition to take advantage of any applicable insolvency
or reorganization statute, make an assignment for the benefit of its creditors, or
voluntarily suspend payment of its obligations; or




     (g) the Master Servicer or the Special Servicer shall have received notice of the
commencement of foreclosure or similar proceedings with respect to the related Mortgaged
Property;



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provided, however, that a Mortgage Loan or a Split-Loan shall cease to be a
Specially Serviced Mortgage Loan, when a Liquidation Event has occurred with respect to such
Mortgage Loan or Split-Loan, when the related Mortgaged Property has become an REO Property or, so
long as at such time no circumstance identified in clauses (a) through (g) above exists that would
cause the
Mortgage Loan or Split-Loan to continue to be characterized as a Specially Serviced Mortgage Loan,
when:





     (w) with respect to the circumstances described in clause (a) of this definition,
the related Mortgagor has made three consecutive full and timely Monthly Payments (and/or,
if applicable, the related escrow and reserve payments) under the terms of such Mortgage
Loan or Split-Loan (as such terms may be changed or modified in connection with a bankruptcy
or similar proceeding involving the related Mortgagor or by reason of a modification,
extension, waiver or amendment granted or agreed to by the Master Servicer or the Special
Servicer pursuant to Section 3.24 of this Agreement);




     (x) with respect to the circumstances described in clauses (c), (d), (e) and (f) of
this definition, such circumstances cease to exist in the good faith, reasonable judgment of
the Special Servicer, but, with respect to any bankruptcy or insolvency proceedings
described in clauses (d), (e) and (f), no later than the entry of an order or decree
dismissing such proceeding;




     (y) with respect to the circumstances described in clause (b) of this definition,
such default is cured as determined by the Special Servicer in its reasonable, good faith
judgment; and




     (z) with respect to the circumstances described in clause (g) of this definition,
such proceedings are terminated.



          The Special Servicer may conclusively rely on the Master Servicer’s determination and the
Master Servicer may conclusively rely on the Special Servicer’s determination as to whether a
Servicing Transfer Event has occurred giving rise to a Mortgage Loan’s or Split-Loan’s becoming a
Specially Serviced Mortgage Loan. If a Mortgage Loan that is part of a Split-Loan becomes a
Specially Serviced Mortgage Loan, the related Companion Loan shall also become a Specially Serviced
Mortgage Loan. If a Companion Loan becomes a Specially Serviced Mortgage Loan, the related
Mortgage Loan that is part of such Split-Loan shall also become a Specially Serviced Mortgage Loan.



          “Split-Loan”: Any mortgage loan serviced under this Agreement that is divided into a
mortgage note that is included in the Trust and one or more subordinated or pari passu mortgage
note(s) not included in the Trust. References herein to a Split-Loan shall be construed to refer
to the aggregate indebtedness under the related mortgage note included in the Trust and the related
subordinated or pari passu note(s) that are not included in the Trust. The Split-Loan related to
the Trust is the RiverTown Crossings Mall Split-Loan.



          “Split-Loan Custodial Account”: With respect to a Split-Loan, the segregated account
or sub-account created and maintained by the Master Servicer pursuant to Section 3.05A on
behalf of Certificateholders and the related Companion Loan Holders.



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          “Sponsor”: Cantor Commercial Real Estate Lending, L.P., and its successors in
interest.



          “Startup Day”: The day designated as such pursuant to Section 2.11(c) of this
Agreement.



          “Stated Principal Balance”: With respect to any Mortgage Loan (or Split-Loan), as of
any date of determination, an amount equal to (a) the principal balance as of the Cut-Off Date of
such Mortgage Loan (or Split-Loan) (or in the case of a Qualified Substitute Mortgage Loan, the
unpaid principal balance of such Mortgage Loan as of the date of substitution after application of
all scheduled payments of principal and interest due during or prior to the month of substitution,
whether or not received), minus (b) the sum of (i) the principal portion of each Monthly Payment
due on such Mortgage Loan (or Split-Loan) after the Cut-Off Date (or in the case of a Qualified
Substitute Mortgage Loan, the Due Date in the related month of substitution), if received by the
Trust or advanced by the Master Servicer or the Trustee on or prior to the most recent Distribution
Date coinciding with or preceding such date of determination, (ii) all Unscheduled Payments with
respect to such Mortgage Loan (or Split-Loan) for a Distribution Date on or before such date of
determination and (iii) any adjustment thereto as a result of a reduction of principal by a
bankruptcy court or as a result of a modification reducing the principal amount due on such
Mortgage Loan (or Split-Loan) as of the Determination Date for the most recent Distribution Date
occurring on or before such date of determination. The Stated Principal Balance of a Mortgage Loan
with respect to which title to the related Mortgaged Property has been acquired by the Trust Fund
is equal to the principal balance thereof outstanding on the date on which such title is acquired
less any Unscheduled Payments with respect to such Mortgage Loan for a Distribution Date on or
before such date of determination. The Stated Principal Balance of a Specially Serviced Mortgage
Loan with respect to which the Special Servicer has made a Final Recovery Determination is zero.



          “Subcontractor”: Any vendor, subcontractor or other Person that is not responsible for
the overall servicing (as “servicing” is commonly understood by participants in the mortgage-backed
securities market) of Mortgage Loans but performs one or more discrete functions of the Servicing
Criteria with respect to Mortgage Loans under the direction or authority of the Master Servicer,
the Special Servicer, the Certificate Administrator, the Trustee, an Additional Servicer, or a
Sub-Servicer.



          “Subordinate Control Period”: Any period when the Certificate Principal Amount of the
Class F Certificates, net of any Appraisal Reduction Amounts notionally allocated to the reduction
of the principal amount of that Class, is not less than 25% of the initial Certificate Principal
Amount of the Class F Certificates.



          “Substitution Shortfall Amount”: With respect to a substitution pursuant to
Section 2.03(a) of this Agreement, an amount equal to the excess, if any, of the Purchase
Price of the Mortgage Loan being replaced calculated as of the date of substitution over the Stated
Principal Balance of the related Qualified Substitute Mortgage Loan after application of all
scheduled payments of principal and interest due during or prior to the month of substitution to
the extent actually received. If one or more Qualified Substitute Mortgage Loans are substituted
(at the same time by the related Mortgage Loan Seller) for one or more deleted Mortgage Loans,



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the
Substitution Shortfall Amount shall be determined as provided in the preceding sentence on the
basis of the aggregate Purchase Prices of the Mortgage Loan or Mortgage Loans being
replaced and the aggregate Stated Principal Balances of the related Qualified Substitute
Mortgage Loans.




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



          “Sub-Servicing Agreement”: The written contract between the Master Servicer, an
Additional Servicer or the Special Servicer, as the case may be, and any Sub-Servicer relating to
servicing and administration of Mortgage Loans as provided in Section 3.01(b) of this
Agreement.



          “Successful Bidder”: As defined in Section 7.01(b) of this Agreement.



          “Supplemental Servicer Schedule”: With respect to the Mortgage Loans to be serviced
by the Master Servicer, a list attached hereto as Exhibit P, which list sets forth the
following information with respect to each Mortgage Loan:




          (i) the Mortgagor’s name;




          (ii) property type;




          (iii) the original balance;




          (iv) the original and remaining amortization term;




          (v) whether such Mortgage Loan has a guarantor;




          (vi) whether such Mortgage Loan is secured by a letter of credit;




          (vii) the original balance of any reserve or escrowed funds and the monthly
amount of any reserve or escrowed funds;




          (viii) the grace period with respect to both default interest and late
payment charges;




          (ix) whether such Mortgage Loan is insured by residual value insurance,
lease enhancement policy or environmental policies;




          (x) whether an operation and maintenance plan exists and, if so, what
repairs are required;



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          (xi) whether a cash management agreement or lock-box agreement is in place;
and




          (xii) the number of units, pads, rooms or square feet of the Mortgaged
Property.



          Such list may be in the form of more than one list, collectively setting forth all of the
information required.



          “Tax Returns”: The federal income tax return on IRS Form 1066, U.S. Real Estate
Mortgage Investment Conduit (REMIC) Income Tax Return, including Schedule Q thereto, Quarterly
Notice to Residual Interest Holders of REMIC Taxable Income or Net Loss Allocation, or any
successor forms, to be filed on behalf of each Trust REMIC under the REMIC Provisions, and the
applicable federal income tax returns to be filed on behalf of the Grantor Trust, together with any
and all other information, reports or returns that may be required to be furnished to the
Certificateholders or filed with the IRS or any other governmental taxing authority under any
applicable provisions of federal, state or local tax laws.



          “Temporary Regulation S Global Certificate”: As defined in Section 5.02(c) of
this Agreement.



          “Terminated Party”: As defined in Section 7.01(c) of this Agreement.



          “Termination Date”: The Distribution Date on which the Trust Fund is terminated
pursuant to Section 9.01.



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



          “Transfer”: Any direct or indirect transfer or other form of assignment of any
Ownership Interest in a Class R Certificate.



          “Transferee Affidavit”: As defined in Section 5.03(n)(ii) of this Agreement.



          “Transferor Letter”: As defined in Section 5.03(n)(ii) of this Agreement.



          “Treasury Regulations”: Applicable final or temporary regulation of the U.S.
Department of the Treasury.



          “Trust”: The trust created by this Agreement.



          “Trust Fund”: The corpus of the trust created hereby and to be administered
hereunder, consisting of: (i) such Mortgage Loans as from time to time are subject to this
Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled
payments on or collections in respect of the Mortgage Loans due after the Cut-Off Date (or with
respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution); (iii)
any REO Property (to the extent of the Trust Fund’s interest therein); (iv) all of the equity




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interests in limited liability companies or limited partnerships owned by the Trust to which
Defaulted Mortgage Loans or REO Properties have been transferred (in each case with respect to any
Split-Loan, subject to the rights of any related Companion Loan Holder to the extent set forth in
the related Intercreditor Agreement); (v) all revenues received in respect of any REO Property (to
the extent of the Trust Fund’s interest therein); (vi) the Master Servicer’s and the Trustee’s
rights under the insurance policies with respect to the Mortgage Loans required to be maintained
pursuant to this Agreement and any proceeds thereof (to the extent of the Trust Fund’s interest
therein); (vii) the Trustee’s rights in any Assignments of Leases, Rents and Profits and any
security agreements (to the extent of the Trust Fund’s interest therein); (viii) any indemnities or
guaranties given as additional security for any Mortgage Loan (to the extent of the Trust Fund’s
interest therein); (ix) all of the Trustee’s and the Certificate Administrator’s rights in the
Escrow Accounts and Lock-Box Accounts (to the extent of the Trust Fund’s interest therein) and all
proceeds of the Mortgage Loans deposited in a Split-Loan Custodial Account, the Collection Account,
any Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve
Account and any REO Account, including reinvestment income thereon; (x) the Trust’s rights in any
environmental indemnity agreements relating to the Mortgaged Properties; (xi) the Trust’s rights
under each Intercreditor Agreement (to the extent of the Trust Fund’s interest therein); and (xii)
the Lower-Tier Regular Interests.




          “Trust REMIC”: Each of the Lower-Tier REMIC and the Upper-Tier REMIC.



          “Trustee”: Citibank, N.A., a national banking association, in its capacity as
trustee, or its successor in interest, or any successor trustee appointed as herein provided.



          “Trustee Fee”: The portion of the Certificate Administrator Fees payable to the
Trustee pursuant to a separate agreement between the Certificate Administrator and the Trustee. If
Citibank, N.A. resigns or is terminated in its capacity as either Trustee or Certificate
Administrator hereunder, the successor Trustee or successor Certificate Administrator, as the case
may be, and the party remaining as Trustee or Certificate Administrator shall enter into an
agreement similar to the agreement in effect on the date hereof apportioning the Certificate
Administrator Fees as between the Trustee and the Certificate Administrator.



          “UCC”: Uniform Commercial Code.



          “Underwriters”: Cantor Fitzgerald & Co., Barclays Capital Inc., Deutsche Bank
Securities Inc., CastleOak Securities, L.P. and Nomura Securities International, Inc.



          “Unliquidated Advance”: Any Advance previously made by a party hereto that has been
previously reimbursed, as between the Person that made the Advance hereunder, on the one hand, and
the Trust Fund, on the other, as part of a Workout-Delayed Reimbursement Amount pursuant to
subsections (ii) (B) and (C) of Section 3.06(a) of this Agreement but that has not been
recovered from the Mortgagor or otherwise from collections on or the proceeds of the Mortgage Loan
or REO Property in respect of which the Advance was made.



          “Unscheduled Payments”: With respect to any Distribution Date and the Mortgage Loans
(including the REO Mortgage Loans), the aggregate of (a) all principal prepayments received on the
Mortgage Loans (including any REO Mortgage Loans) during the



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applicable Prepayment Period and (b) the principal portions of all Liquidation Proceeds,
Condemnation Proceeds and Insurance Proceeds (in each case, net of Special Servicing Fees,
Liquidation Fees, accrued interest on Advances and other Additional Trust Fund Expenses incurred in
connection with the related Mortgage Loan) and, if applicable, Net REO Proceeds received with
respect to the Mortgage Loans and any REO Properties during the applicable Prepayment Period, but
in each case only to the extent that such principal portion represents a recovery of principal for
which no advance was previously made in respect of a preceding Distribution Date.




          “Upper-Tier Distribution Account”: The trust account or accounts created and
maintained as a separate trust account (or separate sub-account within the same account as the
Lower-Tier Distribution Account) or accounts by the Certificate Administrator pursuant to
Section 3.05(b) of this Agreement, which shall be entitled “Citibank, N.A., as Certificate
Administrator, in trust for Citibank, N.A., as Trustee, for Holders of CFCRE Commercial Mortgage
Trust 2011-C2 Commercial Mortgage Pass-Through Certificates, Series 2011-C2, Upper-Tier
Distribution Account” and which must be an Eligible Account.



          “Upper-Tier REMIC”: A segregated asset pool within the Trust Fund consisting of the
Lower-Tier Regular Interests and amounts held from time to time in the Upper-Tier Distribution
Account.



          “Upper-Tier Residual Interest”: The sole class of “residual interests”, within the
meaning of Code Section 860G(a)(2), in the Upper-Tier REMIC and evidenced by the Class R
Certificates.



          “U.S. Person”: A citizen or resident of the United States, a corporation, partnership
(except to the extent provided in applicable Treasury regulations) or other entity created or
organized in or under the laws of the United States, any State thereof or the District of Columbia,
an estate whose income is subject to United States federal income tax regardless of its source, or
a trust if a court within the United States is able to exercise primary supervision over the
administration of such trust, and one or more such U.S. Persons have the authority to control all
substantial decisions of such trust (or, to the extent provided in applicable Treasury regulations,
certain trusts in existence as of August 20, 1996 that are eligible to elect to be treated as U.S.
Persons).



          “Voting Rights”: The portion of the voting rights of all of the Certificates that is
allocated to any Certificate or Class of Certificates. At all times during the term of this
Agreement, the percentage of the Voting Rights assigned to each Class shall be (a) 0%, in the case
of the Class S Certificates and the Class R Certificates, (b) 1% in the aggregate to the Class X-A
and Class X-B Certificates, allocated to such Classes based on their respective interest
entitlements on the most recent prior Distribution Date, and (c) in the case of any of any Class of
Sequential Pay Certificates, a percentage equal to the product of (i) 99% multiplied by (ii) a
fraction, the numerator of which is equal to the aggregate outstanding Certificate Principal Amount
of such Class and the denominator of which is equal to the aggregate outstanding Certificate
Principal Amounts of all Classes of Sequential Pay Certificates (or, if with respect to a vote of
Non-Reduced Certificates, the Non-Reduced Certificates). The Voting Rights of any Class of
Certificates shall be allocated among Holders of Certificates of such Class in proportion



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to their respective Percentage Interests. The aggregate Voting Rights of Holders of more than
one Class of Certificates shall be equal to the sum of the products of each such Holder’s Voting
Rights and the percentage of Voting Rights allocated to the related Class of Certificates. Any
Certificateholder may transfer its Voting Rights without transferring its ownership in the related
Certificates; provided that such Certificateholder provides notice of such transfer to the
Trustee, the Master Servicer and the Special Servicer prior to the effectiveness of such transfer,
provided, further, that the transferee of such Voting Rights shall be subject to
the same limitations with respect to the exercise of Voting Rights to which the transferring
Certificateholder is subject hereunder.




          “WAC Rate”: With respect to any Distribution Date, a per annum rate equal to the
weighted average of the Net Mortgage Loan Rates in effect for the Mortgage Loans (including the REO
Mortgage Loans) as of their respective Due Dates in the month preceding the month in which such
Distribution Date occurs, weighted on the basis of their respective Stated Principal Balances
immediately following the Distribution Date (or, if applicable, the Closing Date) in such preceding
month.



          “WHFIT”: A “Widely Held Fixed Investment Trust” as that term is defined in Treasury
Regulations Section 1.671-5(b)(22) or successor provisions.



          “WHFIT Regulations”: Treasury Regulations Section 1.671-5, as amended.



          “WHMT”: A “Widely Held Mortgage Trust” as that term is defined in Treasury Regulations
Section 1.671-5(b)(23) or successor provisions.



          “Withheld Amounts”: As defined in Section 3.23 of this Agreement.



          “Workout-Delayed Reimbursement Amounts”: With respect to any Mortgage Loan, the
amount of any Advance made with respect to such Mortgage Loan on or before the date such Mortgage
Loan becomes (or, but for the making of three monthly payments under its modified terms, would then
constitute) a Corrected Mortgage Loan, together with (to the extent accrued and unpaid) Advance
Interest Amounts in respect of such Advances, to the extent that (i) such Advance is not reimbursed
to the Person who made such Advance on or before the date, if any, on which such Mortgage Loan
becomes a Corrected Mortgage Loan and (ii) the amount of such Advance becomes a future obligation
of the Mortgagor to pay under the terms of modified Loan Documents. That any amount constitutes
all or a portion of any Workout-Delayed Reimbursement Amount shall not in any manner limit the
right of any Person hereunder to determine in the future that such amount instead constitutes a
Nonrecoverable Advance.



          “Workout Fee”: The fee paid to the Special Servicer with respect to each Corrected
Mortgage Loan equal to the Workout Fee Rate applied to each collection of interest and principal
(other than any amount for which a Liquidation Fee is paid) received on such Corrected Mortgage
Loan for so long as it remains a Corrected Mortgage Loan; provided that no Workout Fee
shall be payable by the Trust with respect to a Corrected Mortgage Loan if and to the extent that
the Corrected Mortgage Loan became a Specially Serviced Mortgage Loan under clause (c) of the
definition of “Specially Serviced Mortgage Loan” and no mortgage loan event



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of default actually occurs (and no other Servicing Transfer Event occurs), unless the Mortgage
Loan or Split-Loan is modified by the Special Servicer in accordance with the terms hereof.




          “Workout Fee Rate”: A rate of 1% with respect to any Mortgage Loan (or Split-Loan).



          “Yield Maintenance Charge”: With respect to any Mortgage Loan and Companion Loan, the
yield maintenance charge or prepayment premium, if any, payable under the related Note (in the case
of a Mortgage Loan) or the related Companion Note in connection with certain prepayments.



          “YM Group”: As defined in Section 4.01(c) of this Agreement.



          “YM Group A”: As defined in Section 4.01(c) of this Agreement.



          “YM Group B”: As defined in Section 4.01(c) of this Agreement.



          Section 1.02 Certain Calculations. Unless otherwise specified herein, the following
provisions shall apply:



          (a) All calculations of interest with respect to the Mortgage Loans or Companion Loans shall
be made in accordance with the terms of the related Note, Companion Note and Mortgage, as
applicable.



          (b) For purposes of distribution of Yield Maintenance Charges pursuant to Section
4.01(c) of this Agreement on any Distribution Date, the Class of Sequential Pay Certificates as
to which any prepayment shall be deemed to be distributed shall be determined on the assumption
that the portion of the Principal Distribution Amount paid to the Sequential Pay Certificates on
such Distribution Date in respect of principal shall consist first of scheduled payments included
in the definition of Principal Distribution Amount and second of prepayments included in such
definition.



          (c) Any Mortgage Loan (or Split-Loan) payment is deemed to be received on the date such
payment is actually received by the Master Servicer or the Certificate Administrator;
provided, however, that for purposes of calculating distributions on the
Certificates, Principal Prepayments with respect to any Mortgage Loan are deemed to be received on
the date they are applied in accordance with Section 3.01(b) of this Agreement to reduce
the outstanding principal balance of such Mortgage Loan on which interest accrues.



          (d) All amounts collected by or on behalf of the Trust in respect of any Mortgage Loan in the
form of payments from the related Mortgagor, Liquidation Proceeds, Condemnation Proceeds or
Insurance Proceeds (exclusive, if applicable, in the case of a Split-Loan, of any amounts payable
to the related Companion Loan Holder pursuant to the related Intercreditor Agreement) shall be
allocated to amounts due and owing under the related Loan Documents (including for principal and
accrued and unpaid interest) in accordance with the express provisions of the related Loan
Documents; provided, however, in the absence of such express provisions or if and
to the extent that such terms authorize the mortgagee to use its discretion and in any event for
purposes of calculating distributions hereunder after an event of



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default under the related Mortgage Loan (to the extent not cured or waived), all such amounts
collected (exclusive, if applicable, in the case of a Split-Loan, of any amounts payable to the
related Companion Loan Holder pursuant to the related Intercreditor Agreement) shall be deemed to
be allocated for purposes of collecting amounts due under the Mortgage Loan in the following order
of priority:





     (i) as a recovery of any unreimbursed Advances with respect to such Mortgage Loan and
unpaid interest on all Advances and, if applicable, unreimbursed and unpaid Additional Trust
Fund Expenses (to the extent such Additional Trust Fund Expenses are expressly payable by
the Mortgagor under the related Loan Documents, and excluding Liquidation Fees, Workout Fees
and Special Servicing Fees unless such fees are expressly payable by the Mortgagor under the
related Loan Documents) with respect to such Mortgage Loan;




     (ii) as a recovery of Nonrecoverable Advances and any interest thereon to the extent
previously allocated from principal collections with respect to such Mortgage Loan;




     (iii) to the extent not previously allocated pursuant to clause (i) above, as a
recovery of accrued and unpaid interest on the related Mortgage Loan (exclusive of Default
Interest and Excess Interest) to the extent of the excess of (A) accrued and unpaid interest
on such Mortgage Loan at the related Mortgage Loan Rate to, but not including, the date of
receipt by or on behalf of the Trust (or, in the case of a full Monthly Payment from the
related Mortgagor, through the related Due Date), over (B) the cumulative amount of the
reductions (if any) in the amount of related P&I Advances for such Mortgage Loan that have
theretofore occurred under Section 4.06(a) of this Agreement in connection with
Appraisal Reduction Amounts (to the extent that collections have not been allocated as a
recovery of accrued and unpaid interest pursuant to clause (v) below on earlier dates);




     (iv) to the extent not previously allocated pursuant to clause (i) above, as a recovery
of principal of such Mortgage Loan then due and owing, including by reason of acceleration
of such Mortgage Loan following a default thereunder (or, if such Mortgage Loan has been
liquidated or, in the case of an ARD Loan, after the related Anticipated Repayment Date, as
a recovery of principal to the extent of its entire remaining unpaid principal balance);




     (v) as a recovery of accrued and unpaid interest on such Mortgage Loan to the extent of
the cumulative amount of the reductions (if any) in the amount of related P&I Advances for
such Mortgage Loan that have theretofore occurred under Section 4.06(a) of this
Agreement in connection with related Appraisal Reduction Amounts (to the extent that
collections have not been allocated as recovery of accrued and unpaid interest pursuant to
this clause (v) on earlier dates);




     (vi) as a recovery of amounts to be currently allocated to the payment of, or escrowed
for the future payment of, real estate taxes, assessments and insurance premiums and similar
items relating to such Mortgage Loan;



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     (vii) as a recovery of any other reserves to the extent then required to be held in
escrow with respect to such Mortgage Loan;




     (viii) as a recovery of any Yield Maintenance Charge then due and owing under such
Mortgage Loan;




     (ix) as a recovery of any Penalty Charges then due and owing under such Mortgage Loan;




     (x) as a recovery of any Assumption Fees, assumption application fees, defeasance fees
and Modification Fees then due and owing under such Mortgage Loan;




     (xi) as a recovery of any other amounts then due and owing under such Mortgage Loan
other than remaining unpaid principal (if both Consent Fees and Operating Advisor Consulting
Fees are due and owing, first, allocated to Consent Fees and then, allocated to Operating
Advisor Consulting Fees);




     (xii) as a recovery of any remaining principal of such Mortgage Loan to the extent of
its entire remaining unpaid principal balance; and




     (xiii) as a recovery of any Excess Interest;


provided that, (i) to the extent required under the REMIC Provisions, payments or proceeds received
with respect to any partial release of a Mortgaged Property if, immediately following such release,
the loan-to-value ratio of the related Mortgage Loan (or any Split-Loan) exceeds 125%, must be
allocated to reduce the principal balance of the Mortgage Loan (or Split-Loan) in the manner
permitted by such REMIC Provisions and (ii) in the case of any payment by the Mortgagor that brings
the related Mortgage Loan fully current on all amounts due and payable as of the date of such
payment, the allocation described under clause (v) above will be made from such payment prior to
the allocation described under clause (iv) above.




          (e) Collections by or on behalf of the Trust in respect of the REO Property for any Mortgage
Loan (exclusive of amounts to be allocated to the payment of the costs of operating, managing,
leasing, maintaining and disposing of such REO Property and, if applicable, exclusive of any
amounts payable to any related REO Companion Loan holder pursuant to the related Intercreditor
Agreement) shall be deemed allocated for purposes of collecting amounts due under the deemed REO
Mortgage Loan in the following order of priority:




     (i) as a recovery of any unreimbursed Advances with respect to such Mortgage Loan and
interest on all Advances and, if applicable, unreimbursed and unpaid Additional Trust Fund
Expenses (to the extent such Additional Trust Fund Expenses are expressly payable by the
Mortgagor under the related Loan Documents, and excluding Liquidation Fees, Workout Fees and
Special Servicing Fees unless such fees are expressly payable by the Mortgagor under the
related Loan Documents) with respect to such Mortgage Loan;




     (ii) as a recovery of Nonrecoverable Advances and any interest thereon to the extent
previously allocated from principal collections with respect to such Mortgage Loan;



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     (iii) to the extent not previously allocated pursuant to clause (i) above, as a
recovery of accrued and unpaid interest on such Mortgage Loan (exclusive of Default Interest
and Excess Interest) to the extent of the excess of (A) accrued and unpaid interest on such
Mortgage Loan at the related Mortgage Loan Rate to, but not including, the Due Date in the
Collection Period in which such collections were received, over (B) the cumulative amount of
the reductions (if any) in the amount of related P&I Advances for such Mortgage Loan that
have theretofore occurred under Section 4.06(a) of this Agreement in connection with
Appraisal Reduction Amounts (to the extent that collections have not been allocated as a
recovery of accrued and unpaid interest pursuant to clause (v) below on earlier dates);




     (iv) to the extent not previously allocated pursuant to clause (i) above, as a recovery
of principal of such Mortgage Loan to the extent of its entire unpaid principal balance;




     (v) as a recovery of accrued and unpaid interest on such Mortgage Loan to the extent of
the cumulative amount of the reductions (if any) in the amount of related P&I Advances for
such Mortgage Loan that have theretofore occurred under Section 4.06(a) of this
Agreement in connection with related Appraisal Reduction Amounts (to the extent that
collections have not theretofore been allocated as a recovery of accrued and unpaid interest
pursuant to this clause (v) on earlier dates);




     (vi) as a recovery of any Yield Maintenance Charge then due and owing under such
Mortgage Loan;




     (vii) as a recovery of any Penalty Charges then due and owing under such Mortgage Loan;




     (viii) as a recovery of any Assumption Fees, assumption application fees, defeasance
fees and Modification Fees then due and owing under such Mortgage Loan;




     (ix) as a recovery of any other amounts then due and owing under such Mortgage Loan
other than remaining unpaid principal (if both Consent Fees and Operating Advisor Consulting
Fees are due and owing, first, allocated to Consent Fees and then, allocated to Operating
Advisor Consulting Fees); and




     (x) as a recovery of any Excess Interest.



          (f) The applications of amounts received in respect of any Mortgage Loan pursuant to paragraph
(d) of this Section 1.02 shall be determined by the Master Servicer in accordance with the
Servicing Standard. The applications of amounts received in respect of any Mortgage Loan or any REO
Property pursuant to paragraph (e) of this Section 1.02 shall be determined by the Special
Servicer in accordance with the Servicing Standard.



          (g) All net present value calculations and determinations made hereunder with respect to the
Mortgage Loans or a Mortgaged Property or REO Property (including for purposes of the definition of
“Servicing Standard”) shall be made using the Calculation Rate.



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          Section 1.03 Certain Constructions.



          (a) For purposes of this Agreement, references to the most or next most subordinate Class of
Certificates outstanding at any time shall mean the most or next most subordinate Class of
Certificates then outstanding as among the Class A Senior Certificates, Class X-A, Class X-B, Class
A-J, Class B, Class C, Class D, Class E, Class F, Class G and Class NR Certificates;
provided, however, that for purposes of determining the most subordinate Class of
Certificates, if the Class A Senior Certificates are the only Classes of Sequential Pay
Certificates outstanding, the Class A Senior Certificates and the Class X Certificates together
shall be treated as the most subordinate Class of Certificates. For purposes of this Agreement,
each Class of Regular Certificates shall be deemed to be outstanding only to the extent its
respective Certificate Principal Amount or Notional Amount has not been reduced to zero. For
purposes of this Agreement, the Class R Certificates shall be deemed to be outstanding so long as
the Trust REMICs have not been terminated pursuant to Section 9.01 of this Agreement.



          (b) Notwithstanding any provision of this Agreement:




     (i) For the ARD Loans, the Excess Interest accruing upon failure of the related
Mortgagor to pay the principal due on the Anticipated Repayment Date as specifically
provided for in the related Loan Documents shall not be taken into account for purposes of
the definitions of “Appraisal Reduction Amount,” “Assumed Monthly Payment,” “Mortgage Loan
Rate,” “Par Option Purchase Price”, “Prepayment Interest Shortfall,” “Prepayment Interest
Excess,” “Purchase Price” and “Realized Loss.”




     (ii) Excess Interest on the ARD Loans shall constitute an asset of the Trust but not an
asset of any REMIC.




     (iii) Neither Liquidation Fees nor Workout Fees shall be deemed to be earned on Excess
Interest, nor shall Excess Interest be included as part of any servicing compensation.




     (iv) With respect to an ARD Loan, the Master Servicer or Special Servicer, as the case
may be, may (but, consistent with the Servicing Standard, shall not be obligated to) take
action to enforce the Trust’s right to apply excess cash flow to principal in accordance
with the terms of the Loan Documents.



ARTICLE II




CONVEYANCE OF MORTGAGE LOANS;

ORIGINAL ISSUANCE OF CERTIFICATES



          Section 2.01 Conveyance of Mortgage Loans.



          (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish
a trust, designated as “CFCRE Commercial Mortgage Trust 2011-C2”, appoint the Trustee to serve as
trustee of such trust and assign, sell, transfer, set over and otherwise convey to the Trustee in
trust without recourse for the benefit of the Certificateholders all the



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right, title and interest of the Depositor, including any security interest therein for the
benefit of the Depositor, in, to and under (i) the Mortgage Loans identified on the Mortgage Loan
Schedule, (ii) Sections 2, 3, 4, 5 and 6 (other than Section 6(i)) (and to the extent related to
the foregoing) 7, 11, 12, 13, 14, 16, 17, 18 and 23 of the Mortgage Loan Purchase Agreement, (iii)
each Intercreditor Agreement and (iv) all Escrow Accounts, Lock-Box Accounts and all other assets
included or to be included in the Trust Fund for the benefit of the Certificateholders. Such
assignment includes all payments received or receivable on or with respect to the Mortgage Loans
(other than payments of principal, interest and other amounts first due on the Mortgage Loans on or
before the Cut-Off Date), subject to any applicable Intercreditor Agreement. The transfer of the
Mortgage Loans and the related rights and property accomplished hereby is absolute and,
notwithstanding Section 11.08 of this Agreement, is intended by the parties to constitute a
sale.




          (b) In connection with the Depositor’s assignment pursuant to Section 2.01(a) of this
Agreement, the Depositor shall direct the Mortgage Loan Seller (pursuant to the Mortgage Loan
Purchase Agreement) to deliver to and deposit with the Custodian (on behalf of the Certificate
Administrator), on or before the Closing Date, the Mortgage File for each Mortgage Loan, with
copies to be delivered to the Master Servicer and the Special Servicer. None of the Certificate
Administrator, the Trustee, the Custodian, the Master Servicer or the Special Servicer shall be
liable for any failure by the Mortgage Loan Seller or the Depositor to comply with the document
delivery requirements of the Mortgage Loan Purchase Agreement and this Section 2.01(b).
Notwithstanding anything herein to the contrary, with respect to letters of credit, the Mortgage
Loan Seller shall deliver to the Master Servicer and the Master Servicer shall hold the original
(or copy, if such original has been submitted by the Mortgage Loan Seller to the issuing bank to
effect an assignment or amendment of such letter of credit (changing the beneficiary thereof to the
Trust (in care of the Master Servicer) that may be required in order for the Master Servicer to
draw on such letter of credit on behalf of the Trust in accordance with the applicable terms
thereof and/or of the related Loan Documents)) and the Mortgage Loan Seller shall be deemed to have
satisfied any delivery requirements of the Mortgage Loan Purchase Agreement and this Section
2.01(b) by delivering with respect to any letter(s) of credit a copy thereof to the Custodian
together with an Officer’s Certificate of the Mortgage Loan Seller certifying that such document
has been delivered to the Master Servicer or has been submitted by the Mortgage Loan Seller to the
issuing bank to effect an assignment or amendment of such Letter of Credit changing the beneficiary
to the Trust or an Officer’s Certificate from the Master Servicer certifying that it holds the
letter(s) of credit pursuant to this Section 2.01(b). If a letter of credit referred to in
the previous sentence is not in a form that would allow the Master Servicer to draw on such letter
of credit on behalf of the Trust in accordance with the applicable terms thereof and/or of the
related Loan Documents, the Mortgage Loan Seller shall deliver the appropriate assignment or
amendment documents (or copies of such assignment or amendment documents if the Mortgage Loan
Seller has submitted the originals to the related issuer of such letter of credit for processing)
to the Master Servicer within 90 days of the Closing Date. The Mortgage Loan Seller shall pay any
costs of assignment or amendment of such letter(s) of credit required in order for the Master
Servicer to draw on such letter(s) of credit on behalf of the Trust and shall cooperate with the
reasonable requests of the Master Servicer or the Special Servicer, as applicable, in connection
with effectuating a draw under any such letter of credit prior to the date such letter of credit is
assigned or amended in order that it may be drawn by the Master Servicer on behalf of the Trust.



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     After the Depositor’s transfer of the Mortgage Loans to the Trustee pursuant to this
Section 2.01(b), the Depositor shall not take any action inconsistent with the Trust’s
ownership of the Mortgage Loans.



          (c) The Depositor hereby represents and warrants that the Mortgage Loan Seller has covenanted
in the Mortgage Loan Purchase Agreement that it shall record and file or shall cause the
Certificate Administrator to record and file at the Mortgage Loan Seller’s expense, in the
appropriate public office for real property records or UCC financing statements, as appropriate,
each related assignment of Mortgage and assignment of Assignment of Leases, in favor of the Trustee
referred to in clause (4) of the definition of “Mortgage File” and each related UCC-2 and UCC-3
assignment referred to in clause (16) of the definition of “Mortgage File” and, with respect to any
Mortgage Loan to which the Certificate Administrator has agreed to record and file such documents,
the Certificate Administrator shall promptly undertake to record or file any such document upon its
receipt thereof.



          The Depositor hereby represents and warrants that the Mortgage Loan Seller has covenanted in
the Mortgage Loan Purchase Agreement as to each Mortgage Loan, that if it cannot deliver or cause
to be delivered the documents and/or instruments referred to in clauses (2), (3) and (6) (if
recorded) and (15) of the definition of “Mortgage File” solely because of a delay caused by the
public recording or filing office where such document or instrument has been delivered for
recordation or filing, as applicable, (i) a copy of the original certified by the Mortgage Loan
Seller to be a true and complete copy of the original thereof submitted for recording shall be
forwarded to the Certificate Administrator and (ii) either the original of such missing document or
instrument, or a copy thereof, with evidence of recording or filing, as the case may be, thereon,
shall be delivered to the Certificate Administrator within 90 days (or 180 days, if the Mortgage
Loan Seller is entitled to an additional 90-day period to complete a cure, repurchase or
substitution under the Mortgage Loan Purchase Agreement) after the Closing Date (or within such
longer period after the Closing Date as the Certificate Administrator may consent to, which consent
shall not be unreasonably withheld, conditioned or delayed so long as the Mortgage Loan Seller has
provided the Certificate Administrator with evidence of such recording or filing, as the case may
be, or has certified to the Certificate Administrator as to the occurrence of such recording or
filing, as the case may be, and is, as certified to the Certificate Administrator no less often
than quarterly, in good faith attempting to obtain from the appropriate public recording or filing
office such original or copy). Each assignment referred to in the prior paragraph that is recorded
and the file copy of each UCC-2 and UCC-3 assignment referred to in the previous paragraph shall
reflect that it should be returned by the public recording or filing office to the Certificate
Administrator or its agent following recording; provided that, in those instances where the
public recording office retains the original assignment of Mortgage or assignment of Assignment of
Leases, the Certificate Administrator shall obtain therefrom a certified copy of the recorded
original. On a monthly basis, at the expense of the Mortgage Loan Seller, the Certificate
Administrator shall forward to the Master Servicer a copy of each of the aforementioned assignments
following the Custodian’s receipt thereof.



          If a Responsible Officer of the Certificate Administrator has received written notice that any
of the aforementioned assignments is lost or returned unrecorded or unfiled, as the case may be,
because of a defect therein, then the Certificate Administrator shall direct the Mortgage Loan
Seller (pursuant to the Mortgage Loan Purchase Agreement) promptly to prepare



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or cause the preparation of a substitute therefor or to cure such defect, as the case may be,
and record or file, or with respect to any assignments the Certificate Administrator has agreed to
file as described above, to deliver to the Certificate Administrator the substitute or corrected
document. The Certificate Administrator shall upon receipt from the Mortgage Loan Seller cause the
same to be duly recorded or filed, as appropriate.




          (d) In connection with the Depositor’s assignment pursuant to Section 2.01(a) of this
Agreement, the Depositor shall direct the Mortgage Loan Seller (pursuant to the Mortgage Loan
Purchase Agreement) to deliver to and deposit (or cause to be delivered and deposited) with the
Master Servicer on the Closing Date, all documents and records that (A) relate to the servicing and
administration of the Mortgage Loans and Split-Loans including, without limitation, any asset
summaries related to the Mortgage Loans and Split-Loans that were delivered to the Rating Agencies
in connection with the rating of the Certificates, (B) are part of the Servicing File and (C) are
in possession or under control of the Mortgage Loan Seller, together with (i) all unapplied Escrow
Payments in the possession of the Mortgage Loan Seller that relate to such Mortgage Loans or
Split-Loan and (ii) a statement indicating which Escrow Payments are allocable to a Split-Loan,
provided that the Mortgage Loan Seller shall not be required to deliver any draft
documents, privileged or other related Mortgage Loan Seller communications, credit underwriting,
due diligence analyses or data, or internal worksheets, memoranda, communications or evaluations.
In addition, attached as Exhibit P to this Agreement is the Supplemental Servicer Schedule.
The Master Servicer shall hold all such documents, records and funds on behalf of the Trustee in
trust for the benefit of the Certificateholders (and, insofar as they also relate to a Companion
Loan, on behalf of and for the benefit of the related Companion Loan Holder).



          (e) In connection with the Depositor’s assignment pursuant to Section 2.01(a) of this
Agreement, the Depositor shall deliver, and hereby represents and warrants that it has delivered,
to the Certificate Administrator and the Master Servicer, on or before the Closing Date, a fully
executed counterpart (which may be in Portable Document Format (PDF)) of the Mortgage Loan Purchase
Agreement, as in full force and effect, without amendment or modification, on the Closing Date.



          (f) The Custodian with respect to a Split-Loan, shall also hold the related Mortgage File for
the use and benefit of the related Companion Loan Holder.



          (g) It is not intended that this Agreement create a partnership or a joint-stock association.



          Section 2.02 Acceptance by the Trustee, the Custodian and the Certificate
Administrator.



          (a) The Trustee, by its execution and delivery of this Agreement, hereby accepts receipt,
directly or through the Custodian on its behalf, of (i) the Mortgage Loans and all documents
delivered to it that constitute portions of the related Mortgage Files and (ii) all other assets
delivered to it and included in the Trust Fund, in good faith and without notice of any adverse
claim, and declares that it or the Custodian on its behalf holds and will hold such documents and
any other documents subsequently received by it that constitute portions of the



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Mortgage Files, and that it holds and will hold the Mortgage Loans and such other assets,
together with any other assets subsequently delivered to it that are to be included in the Trust
Fund, in trust for the exclusive use and benefit of all present and future Certificateholders and,
if applicable, any Companion Loan Holder pursuant to Section 2.01(f) of this Agreement.
With respect to a Split-Loan, the Custodian shall also hold the portion of such Mortgage File that
relates to the related Companion Loan in such Split-Loan in trust for the use and benefit of the
related Companion Loan Holder. In connection with the foregoing, the Certificate Administrator
hereby certifies to each of the other parties hereto, the Mortgage Loan Seller and each Underwriter
and each Initial Purchaser that, as to each Mortgage Loan, (i) all documents specified in clause
(1) of the definition of “Mortgage File” are in its possession or the possession of the Custodian
on its behalf, and (ii) the original Note (or, if accompanied by a lost note affidavit, the copy of
such Note) received by it or the Custodian with respect to such Mortgage Loan has been reviewed by
it or by the Custodian on its behalf and (A) appears regular on its face (handwritten additions,
changes or corrections shall not constitute irregularities if initialed by the Mortgagor), (B)
appears to have been executed (where appropriate) and (C) purports to relate to such Mortgage Loan.




          (b) On or about the 60th day following the Closing Date (and, if any exceptions are
noted, again on or about the 90th day following the Closing Date and monthly thereafter
until the earliest of (i) the second anniversary of the Closing Date, (ii) the day on which all
material exceptions have been removed and (iii) the day on which the Mortgage Loan Seller has
repurchased or substituted for the last affected Mortgage Loan), the Certificate Administrator
shall review the documents delivered to it or the Custodian with respect to each Mortgage Loan, and
the Certificate Administrator shall, subject to Section 2.01(c), Section 2.02(c)
and Section 2.02(d) of this Agreement and the terms of the Mortgage Loan Purchase
Agreement, certify in writing (substantially in the form of Exhibit N to this Agreement) to
each of the other parties hereto, the Mortgage Loan Seller and each Underwriter and each Initial
Purchaser (and upon request, in the case of a Split-Loan, to the related Companion Loan Holder)
that, as to each Mortgage Loan then subject to this Agreement (except as specifically identified in
any exception report annexed to such certification): (i) all documents specified in clauses (1),
(2), (3), (4), (7), (8), (19) and (20) of the definition of “Mortgage File” are in its possession
or the Mortgage Loan Seller has otherwise satisfied the delivery requirements in accordance with
the Mortgage Loan Purchase Agreement; (ii) the recordation/filing contemplated by Section
2.01(c) of this Agreement has been completed (based solely on receipt by the Certificate
Administrator of the particular recorded/filed documents); (iii) all documents received by it or
the Custodian with respect to such Mortgage Loan have been reviewed by it or the Custodian on its
behalf and (A) appear regular on their face (handwritten additions, changes or corrections shall
not constitute irregularities if initialed by the Mortgagor), (B) appear to have been executed
(where appropriate) and (C) purport to relate to such Mortgage Loan; and (iv) based on the
examinations referred to in Section 2.02(a) of this Agreement and this Section
2.02(b) and only as to the foregoing documents, the information set forth in the Mortgage Loan
Schedule with respect to the items specified in clauses (v) and (vi)(B) of the definition of
“Mortgage Loan Schedule” accurately reflects the information set forth in the Mortgage File. With
respect to the items listed in clauses (2), (3), and (4) of the definition of “Mortgage File” if
the original of such document is not in the Certificate Administrator’s possession because it has
not been returned from the applicable recording office, then the Certificate Administrator’s
certification prepared pursuant to this Section 2.02(b) should indicate the absence of such
original. If the Certificate



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Administrator’s obligation to deliver the certifications contemplated in this subsection
terminates because two years have elapsed since the Closing Date, the Certificate Administrator
shall deliver a comparable certification to any party hereto, any related Companion Loan Holder and
any Underwriter and any Initial Purchaser on request.




          (c) It is acknowledged that none of the Trustee, the Master Servicer, the Special Servicer,
the Certificate Administrator or the Custodian is under any duty or obligation to inspect, review
or examine any of the documents, instruments, certificates or other papers relating to the Mortgage
Loans delivered to it to determine that the same are valid, legal, effective, genuine, binding,
enforceable, sufficient or appropriate for the represented purpose or that they are other than what
they purport to be on their face. Furthermore, none of the Trustee, the Master Servicer, the
Special Servicer, the Certificate Administrator or the Custodian shall have any responsibility for
determining whether the text of any assignment or endorsement is in proper or recordable form,
whether the requisite recording of any document is in accordance with the requirements of any
applicable jurisdiction, or whether a blanket assignment is permitted in any applicable
jurisdiction.



          (d) It is understood that the scope of the Certificate Administrator’s review of the Mortgage
Files is limited solely to confirming that the documents specified in clauses (1), (2), (3), (4),
(7), (8), (19) and (20) of the definition of “Mortgage File” have been received, appear regular on
their face and such additional information as will be necessary for delivering the certifications
required by Section 2.02(a) and Section 2.02(b) of this Agreement.



          (e) If, after the Closing Date, the Depositor comes into possession of any documents or
records that constitute part of the Mortgage File or Servicing File for any Mortgage Loan, the
Depositor shall promptly deliver such document to the Custodian with a copy to the Master Servicer
(if it constitutes part of the Servicing File).



          Section 2.03 Mortgage Loan Seller’s Repurchase, Substitution or Cures of Mortgage Loans
for Document Defects in Mortgage Files and Breaches of Representations and Warranties.



          (a) If (i) any party hereto (A) discovers or receives notice alleging that any document
constituting a part of a Mortgage File has not been properly executed, is missing, contains
information that does not conform in any material respect with the corresponding information set
forth in the Mortgage Loan Schedule, or does not appear to be regular on its face (each, a
“Document Defect”), or (B) discovers or receives notice alleging a breach of any
representation or warranty of the Mortgage Loan Seller made pursuant to Section 6(c) of the
Mortgage Loan Purchase Agreement with respect to any Mortgage Loan (a “Breach”) or (ii) the
Master Servicer, the Special Servicer or the Depositor receives a Repurchase Communication of a
request or demand for repurchase or replacement of any Mortgage Loan alleging a Document Defect or
Breach (any such request or demand, a “Repurchase Request”), then such party shall give
prompt written notice thereof to the Mortgage Loan Seller, the Controlling Class Representative
(during a Subordinate Control Period or a Collective Consultation Period), the other parties
hereto, each holder of a Pari Passu Companion Loan (if applicable) and, subject to Section
11.14 of this Agreement, each of the Rating Agencies (to the extent notice has not been
previously delivered to such parties pursuant to this sentence). If any such Document Defect or



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Breach with respect to any Mortgage Loan materially and adversely affects the value of such
Mortgage Loan (or any related REO Mortgage Loan) or the interests of the Certificateholders
therein, then such Document Defect shall constitute a “Material Document Defect” or such
Breach shall constitute a “Material Breach,” as the case may be. Promptly upon receiving
written notice of any such Material Document Defect or Material Breach (including through a written
notice given by any party hereto, as provided above), the Trustee shall notify the Depositor, the
Mortgage Loan Seller, the Certificate Administrator, the Master Servicer and the Special Servicer,
and the Master Servicer or Special Servicer, as applicable shall send a notice to the Mortgage Loan
Seller demanding the Mortgage Loan Seller, not later than 90 days from the earlier of the Mortgage
Loan Seller’s discovery or receipt of notice of such Material Document Defect or Material Breach,
as the case may be (or, in the case of a Material Document Defect or Material Breach relating to a
Mortgage Loan not being a Qualified Mortgage, not later than 90 days of any party discovering such
Material Document Defect or Material Breach), (1) cure the same in all material respects (which
cure shall include payment of losses and any Additional Trust Fund Expenses associated therewith),
(2) repurchase the affected Mortgage Loan or any related REO Property at the applicable Purchase
Price by wire transfer of immediately available funds to the Collection Account (or, in the case of
an REO Property, to the related REO Account) or (3) substitute a Qualified Substitute Mortgage Loan
for such affected Mortgage Loan (provided that in no event shall any such substitution
occur on or after the second anniversary of the Closing Date) and pay the Master Servicer for
deposit into the Collection Account, any Substitution Shortfall Amount in connection therewith, all
in conformity with the Mortgage Loan Purchase Agreement and this Agreement (such 90 day period, in
any case, the “Initial Resolution Period”); provided, however, that if (x)
such Material Document Defect or Material Breach is capable of being cured but not within the
Initial Resolution Period, (y) such Material Document Defect or Material Breach is not related to a
Mortgage Loan not being a Qualified Mortgage and (z) the Mortgage Loan Seller has commenced and is
diligently proceeding with the cure of such Material Document Defect or Material Breach within the
Initial Resolution Period, then the Mortgage Loan Seller shall have an additional 90 days (such
additional 90 day period, the “Resolution Extension Period”) to complete such cure or, in
the event of a failure to so cure, to complete such repurchase or substitution (it being understood
and agreed that, in connection with the Mortgage Loan Seller’s receiving a Resolution Extension
Period, the Mortgage Loan Seller shall deliver an Officer’s Certificate to the Trustee and the
Certificate Administrator setting forth the reasons such Material Document Defect or Material
Breach is not capable of being cured within the Initial Resolution Period and what actions the
Mortgage Loan Seller is pursuing in connection with the cure thereof and stating that the Mortgage
Loan Seller anticipates that such Material Document Defect or Material Breach will be cured within
the Resolution Extension Period).




          If after the Resolution Extension Period any Material Document Defect is still not cured
solely due to the failure of the Mortgage Loan Seller to have received the recorded document, then
the Mortgage Loan Seller shall be entitled to continue to defer its cure, repurchase and
substitution obligations in respect of such Document Defect with the consent of the Trustee (not to
be unreasonably withheld) so long as the Mortgage Loan Seller certifies to the Trustee and the
Certificate Administrator every 30 days thereafter that the Document Defect is still in effect
solely because of its failure to have received the recorded document and that the Mortgage Loan
Seller is diligently pursuing the cure of such defect (specifying the actions being taken), except
that no such deferral of cure, repurchase or substitution may continue beyond the



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date that is 18 months following the Closing Date. Any repurchase of a Mortgage Loan
hereunder shall be on a whole loan, servicing released basis. If the affected Mortgage Loan is to
be repurchased, the Master Servicer shall designate the Collection Account as the account to which
funds in the amount of the Purchase Price are to be wired. If the affected Mortgage Loan is to be
substituted for, the Master Servicer shall designate the Collection Account as the account to which
funds in the amount of the Substitution Shortfall Amount are to be wired. Monthly Payments due
with respect to each Qualified Substitute Mortgage Loan (if any) after the related Due Date in the
month of substitution, and Monthly Payments due with respect to each Mortgage Loan being
repurchased or replaced after the related Cut-Off Date and received by the Master Servicer or the
Special Servicer on behalf of the Trust on or prior to the related date of repurchase or
substitution, shall be part of the Trust Fund. Monthly Payments due with respect to each Qualified
Substitute Mortgage Loan (if any) on or prior to the related Due Date in the month of substitution,
and Monthly Payments due with respect to each Mortgage Loan being repurchased or replaced and
received by the Master Servicer or the Special Servicer on behalf of the Trust after the related
date of repurchase or substitution, shall not be part of the Trust Fund and are to be remitted by
the Master Servicer to the Mortgage Loan Seller effecting the related repurchase or substitution
promptly following receipt.




          If the Master Servicer, the Special Servicer or the Depositor receives a Repurchase
Communication of a withdrawal of a Repurchase Request of which notice has been previously received
or given and which withdrawal is by the Person making such Repurchase Request (a “Repurchase
Request Withdrawal”), such party shall give written notice of such Repurchase Request
Withdrawal to the Mortgage Loan Seller, the other parties hereto, the Controlling Class
Representative (during a Subordinate Control Period or a Collective Consultation Period), any
related Companion Loan Holder (if applicable) and, subject to Section 11.14 of this
Agreement, each of the Rating Agencies (to the extent notice has not previously been delivered to
such Persons pursuant to this sentence).



          Each notice of a Repurchase Request or Repurchase Request Withdrawal required to be given by a
party pursuant to this Section 2.03(a) (each, a “15Ga-1 Notice”) shall be given no
later than ten (10) Business Days after receipt of a Repurchase Communication of such Repurchase
Request or receipt of a Repurchase Communication of such Repurchase Request Withdrawal, as
applicable, and shall include (i) the identity of the related Mortgage Loan and the Person making
such Repurchase Request, (ii) the date the Repurchase Request or Repurchase Request Withdrawal was
received, as applicable, (iii) if known, the basis for the Repurchase Request (as asserted in the
Repurchase Request) and (iv) in the case of 15Ga-1 Notices provided by the Master Servicer or the
Special Servicer with respect to a Repurchase Request, a statement as to whether the Master
Servicer or the Special Servicer, as applicable, currently plans to pursue such Repurchase Request.



          If the Trustee, the Certificate Administrator, the Operating Advisor or the Custodian receives
a Repurchase Communication of a Repurchase Request or a Repurchase Request Withdrawal, then such
party shall promptly forward such Repurchase Communication of such Repurchase Request or Repurchase
Request Withdrawal to the Master Servicer and to the Special Servicer and, during a Subordinate
Control Period or a Collective Consultation Period, the Controlling Class Representative, and
include the following statement in the related correspondence: “This is a “Repurchase Request” or a
“Repurchase Request Withdrawal” under



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Section 2.03(a) of the Pooling and Servicing Agreement relating to the CFCRE
Commercial Mortgage Trust 2011-C2 Commercial Mortgage Pass Through Certificates, Series 2011-C2,
requiring action by you as the recipient of such Repurchase Request or Repurchase Request
Withdrawal thereunder”. Upon receipt of such Repurchase Communication of such Repurchase Request
or Repurchase Request Withdrawal by the Master Servicer and the Special Servicer, the Master
Servicer (with respect to non-Specially Serviced Mortgage Loans) or the Special Servicer (with
respect to Specially Serviced Mortgage Loans), shall be deemed to be the recipient of such
Repurchase Communication of such Repurchase Request or Repurchase Request Withdrawal, and the
Master Servicer or the Special Servicer, as applicable, shall comply with the notice procedures set
forth in the preceding paragraphs of this Section 2.03(a) with respect to such Repurchase
Communication of such Repurchase Request or Repurchase Request Withdrawal.




          No Person that is required to provide a 15Ga-1 Notice pursuant to this Section 2.03(a)
(a “15Ga-1 Notice Provider”) shall be required to provide any information in a 15Ga-1
Notice protected by the attorney-client privilege or attorney work product doctrines. The Mortgage
Loan Purchase Agreement will provide that (i) any 15Ga-1 Notice provided pursuant to this
Section 2.03(a) is so provided only to assist the Mortgage Loan Seller, the Depositor and
their respective Affiliates to comply with Rule 15Ga-1 under the Exchange Act, Items 1104 and 1121
of Regulation AB and any other requirement of law or regulation, (ii)(A) no action taken by, or
inaction of, a 15Ga-1 Notice Provider and (B) no information provided pursuant to this Section
2.03(a) by a 15Ga-1 Notice Provider in a 15Ga-1 Notice shall be deemed to constitute a waiver
or defense to the exercise of any legal right the 15Ga-1 Notice Provider may have with respect to
the Mortgage Loan Purchase Agreement, including with respect to any Repurchase Request that is the
subject of a 15Ga-1 Notice and (iii) receipt of a 15Ga-1 Notice or delivery of any notice required
to be delivered pursuant to Section 6(i) of the Mortgage Loan Purchase Agreement shall not
in and of itself constitute delivery, or receipt, of notice of any Document Defect or Breach or
knowledge by the Seller of any Document Defect or Breach.



          On or before the Closing Date, the Depositor shall deliver to the Master Servicer a copy of
the Mortgage Loan Purchase Agreement, which the Master Servicer shall provide to each Sub-Servicer.



          (b) Subject to the Mortgage Loan Seller’s right to cure as contemplated in this Section
2.03, and further subject to Sections 2.01(b) and 2.01(c) of this Agreement,
and not in any manner intending to limit or affect a determination that the failure to deliver any
of the other documents described in the definition of “Mortgage File” in accordance with this
Agreement might constitute a Material Document Defect, failure of the Mortgage Loan Seller to
deliver the documents referred to in clauses (1), (2), (3), (4), (7), (8), (19) and (20) in the
definition of “Mortgage File” in accordance with this Agreement and the Mortgage Loan Purchase
Agreement for any Mortgage Loan shall be deemed a Material Document Defect.



          (c) In connection with any repurchase of, or substitution of a Qualified Substitute Mortgage
Loan for, a Mortgage Loan pursuant to this Section 2.03, the Trustee, the Certificate
Administrator, the Custodian, the Master Servicer and the Special Servicer shall each tender to the
Mortgage Loan Seller, upon delivery to each of them of a receipt executed by the Mortgage Loan
Seller evidencing such repurchase or substitution, all portions of the Mortgage File and other
documents (including, without limitation, the Servicing File) pertaining to such



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Mortgage Loan possessed by it, and each document that constitutes a part of the Mortgage File
shall be endorsed or assigned to the extent necessary or appropriate to the Mortgage Loan Seller or
its designee in the same manner, but only if the respective documents have been previously assigned
or endorsed to the Trustee, and pursuant to appropriate forms of assignment, substantially similar
to the manner and forms pursuant to which such documents were previously assigned to the Trustee or
as otherwise reasonably requested to effect the retransfer and reconveyance of the Mortgage Loan
and the security thereof to the Mortgage Loan Seller or its designee; provided that such
tender by the Trustee shall be conditioned upon its receipt from the Master Servicer of a Request
for Release and an Officer’s Certificate to the effect that the requirements for repurchase or
substitution have been satisfied. The Master Servicer shall, and is hereby authorized and empowered
by the Trustee to, prepare, execute and deliver in its own name, on behalf of the
Certificateholders and the Trustee or any of them, the endorsements and assignments contemplated by
this Section 2.03(c), and such other instruments as may be necessary or appropriate to
transfer title to an REO Property in connection with the repurchase of, or substitution for, an REO
Mortgage Loan and the Trustee shall execute and deliver any powers of attorney necessary to permit
the Master Servicer to do so; provided, however, that the Trustee shall not be held
liable for any misuse of any such power of attorney by the Master Servicer.




          (d) The Mortgage Loan Purchase Agreement provides the sole remedies available to the
Certificateholders, or the Certificate Administrator or the Trustee on behalf of the
Certificateholders, respecting any Document Defect or Breach with respect to any Mortgage Loan.



          Section 2.04 Representations and Warranties of the Depositor.



          (a) The Depositor hereby represents and warrants to the Trustee, for its own benefit and the
benefit of the Certificateholders and each Companion Loan Holder, and to the Master Servicer, the
Special Servicer, the Operating Advisor and the Certificate Administrator, as of the Closing Date,
that:




     (i) The Depositor is a limited partnership duly organized, validly existing and in good
standing under the laws of the State of Delaware, and is duly qualified as a foreign limited
partnership in good standing in all jurisdictions in which the ownership or lease of its
property or the conduct of its business requires such qualification (except where the
failure to qualify would not have a materially adverse effect on the consummation of any
transactions contemplated by this Agreement); the Depositor has taken all necessary
corporate action to authorize the execution, delivery and performance of this Agreement by
it, and has the power and authority to execute, deliver and perform this Agreement and all
the transactions contemplated hereby, including, but not limited to, the power and authority
to sell, assign and transfer the Mortgage Loans in accordance with this Agreement; the
Depositor has duly authorized the execution, delivery and performance of this Agreement, and
has duly executed and delivered this Agreement;




     (ii) Assuming the due authorization, execution and delivery of this Agreement by each
other party hereto, this Agreement and all of the obligations of the Depositor hereunder are
the legal, valid and binding obligations of the Depositor, enforceable



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against the Depositor in accordance with the terms of this Agreement, except as such
enforcement may be limited by bankruptcy, insolvency, reorganization or other similar laws
affecting the enforcement of creditors’ rights generally, and by general principles of
equity (regardless of whether such enforceability is considered in a proceeding in equity or
at law) and, as to any rights of indemnification hereunder, by considerations of public
policy;




     (iii) Neither the execution and delivery by the Depositor of this Agreement nor the
compliance by the Depositor with the provisions hereof, nor the consummation by the
Depositor of the transactions contemplated by this Agreement, will (A) conflict with or
result in a breach of, or constitute a default under, the certificate of incorporation or
by-laws of the Depositor or, after giving effect to the consents or taking of the actions
contemplated by clause (B) of this paragraph (iii), any of the provisions of any law,
governmental rule, regulation, judgment, decree or order binding on the Depositor or its
properties, or any of the provisions of any indenture or agreement or other instrument to
which the Depositor is a party or by which it is bound or result in the creation or
imposition of any lien, charge or encumbrance upon any of its properties pursuant to the
terms of any such indenture, agreement or other instrument or (B) require any consent of,
notice to, or filing with any person, entity or governmental body, which has not been
obtained or made by the Depositor, except where, in any of the instances contemplated by
clause (A) above or this clause (B), the failure to do so will not have a material and
adverse effect on the consummation of any transactions contemplated by this Agreement;




     (iv) There is no litigation, charge, investigation, action, suit or proceeding pending
or, to the Depositor’s knowledge, threatened against the Depositor in any court or by or
before any other governmental agency or instrumentality the outcome of which could be
reasonably expected to materially and adversely affect the validity of the Mortgage Loans or
the ability of the Depositor to carry out the transactions contemplated by this Agreement;




     (v) The Depositor is not transferring the Mortgage Loans to the Trustee with any intent
to hinder, delay or defraud its present or future creditors;




     (vi) No proceedings looking toward merger, liquidation, dissolution or bankruptcy of
the Depositor are pending or contemplated;




     (vii) Immediately prior to the transfer of the Mortgage Loans to the Trustee for the
benefit of the Certificateholders pursuant to this Agreement, the Depositor had such right,
title and interest in and to each Mortgage Loan as was transferred to it by the Mortgage
Loan Seller pursuant to the Mortgage Loan Purchase Agreement;




     (viii) The Depositor has not transferred any of its right, title and interest in and to
the Mortgage Loans (as such was transferred to it by the Mortgage Loan Seller pursuant to
the Mortgage Loan Purchase Agreement) to any Person other than the Trustee; and




     (ix) The Depositor is transferring all of its right, title and interest in and to the
Mortgage Loans (as such was transferred to it by the Mortgage Loan Seller pursuant to



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the Mortgage Loan Purchase Agreement) to the Trustee for the benefit of the Certificateholders
free and clear of any and all liens, pledges, charges, security interests and other
encumbrances created by or through the Depositor.



          (b) The representations and warranties set forth in paragraph (a) above shall survive the
execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer,
the Special Servicer or a Responsible Officer of the Trustee or of the Certificate Administrator
(or upon written notice thereof from any Certificateholder or any Companion Loan Holder) of a
breach of any of the representations and warranties set forth in this Section which materially and
adversely affects the interests of the Certificateholders or a Companion Loan Holder, the Master
Servicer, the Special Servicer or the Trustee in any Mortgage Loan or Split-Loan, the party
discovering such breach shall give prompt written notice to the other parties hereto, each
Certifying Certificateholder, the related Companion Loan Holder and, during a Subordinate Control
Period or a Collective Consultation Period, the Controlling Class Representative.



          Section 2.05 Representations, Warranties and Covenants of the Master Servicer.



          (a) The Master Servicer hereby represents and warrants to the Trustee, for its own benefit and
the benefit of the Certificateholders and each Companion Loan Holder, and to the Depositor, the
Special Servicer, the Operating Advisor and the Certificate Administrator, as of the Closing Date,
that:




     (i) The Master Servicer is duly organized, validly existing and in good standing as a
national banking association under the laws of the United States of America, and the Master
Servicer is in compliance with the laws of the jurisdiction in which the Mortgaged Property
is located to the extent necessary to perform its obligations under this Agreement;




     (ii) The execution and delivery of this Agreement by the Master Servicer, and the
performance and compliance with the terms of this Agreement by the Master Servicer, do not
violate the Master Servicer’s organizational documents or constitute a default (or an event
that, with notice or lapse of time, or both, would constitute a default) under, or result in
the breach of, any material agreement or other material instrument to which it is a party or
that is applicable to it or any of its assets, in each case, which does or is likely to
materially and adversely affect either the ability of the Master Servicer to perform its
obligations under this Agreement or the financial condition of the Master Servicer;




     (iii) The Master Servicer has the full power and authority to enter into and consummate
all transactions to be performed by it as contemplated by this Agreement, has duly
authorized the execution, delivery and performance of this Agreement, and has duly executed
and delivered this Agreement;




     (iv) This Agreement, assuming due authorization, execution and delivery by each of the
other parties hereto, constitutes a valid, legal and binding obligation of the Master
Servicer, enforceable against the Master Servicer in accordance with the terms



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hereof,
subject to (A) applicable bankruptcy, receivership, insolvency, liquidation, fraudulent
transfer, reorganization, moratorium and other laws affecting the enforcement of creditors’
(including bank creditors’) rights generally, and (B) general principles of equity,
regardless of whether such enforcement is considered in a proceeding in equity or at law;




     (v) The Master Servicer is not in violation of, and its execution and delivery of this
Agreement and its performance and compliance with the terms of this Agreement do not
constitute a violation of, any law, any order or decree of any court or arbiter, or any
order, regulation or demand of any federal, state or local governmental or regulatory
authority, which violation, in the Master Servicer’s good faith and reasonable judgment, is
likely to affect materially and adversely either the ability of the Master Servicer to
perform its obligations under this Agreement or the financial condition of the Master
Servicer;




     (vi) No litigation is pending or, to the best of the Master Servicer’s knowledge,
threatened against the Master Servicer that would prohibit the Master Servicer from entering
into this Agreement or, in the Master Servicer’s good faith and reasonable judgment, is
likely to materially and adversely affect either the ability of the Master Servicer to
perform its obligations under this Agreement or the financial condition of the Master
Servicer;




     (vii) Each officer or employee of the Master Servicer that has responsibilities
concerning the servicing and administration of Mortgage Loans and the Companion Loans is
covered by errors and omissions insurance in the amounts and with the coverage required by
Section 3.08(c) of this Agreement; and




     (viii) No consent, approval, authorization or order of, or filing or registration with,
any state or federal court or governmental agency or body is required for the consummation
by the Master Servicer of the transactions contemplated by this Agreement, except for those
consents, approvals, authorizations and orders that previously have been obtained and those
filings and registrations that previously have been completed.



          (b) The representations and warranties set forth in paragraph (a) above shall survive the
execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer,
the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or
upon written notice thereof from any Certificateholder or any Companion Loan Holder) of a breach of
any of the representations and warranties set forth in this Section which materially and adversely
affects the interests of the Certificateholders or a Companion Loan Holder, the Master Servicer,
the Special Servicer or the Trustee in any Mortgage Loan or Split-Loan, the party discovering such
breach shall give prompt written notice to the other parties hereto, each Certifying
Certificateholder, the related Companion Loan Holder and, during a
Subordinate Control Period or a Collective Consultation Period, the Controlling Class
Representative.



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          Section 2.06 Representations, Warranties and Covenants of the Special Servicer.



          (a) The Special Servicer hereby represents and warrants to the Trustee, for its own benefit
and the benefit of the Certificateholders and each Companion Loan Holder, and to the Depositor, the
Master Servicer, the Operating Advisor and the Certificate Administrator, as of the Closing Date,
that:




     (i) The Special Servicer is duly organized, validly existing and in good standing as a
limited liability company under the laws of the State of Florida and the Special Servicer is
in compliance with the laws of the jurisdiction in which the Mortgaged Property is located
to the extent necessary to perform its obligations under this Agreement;




     (ii) The execution and delivery of this Agreement by the Special Servicer, and the
performance and compliance with the terms of this Agreement by the Special Servicer, do not
(A) violate the Special Servicer’s organizational documents, operating agreement or by-laws
or (B) constitute a default (or an event that, with notice or lapse of time, or both, would
constitute a default) under, or result in the breach of, any material agreement or other
material instrument to which it is a party or that is applicable to it or any of its assets,
in each case, which does or is likely to materially and adversely affect either the ability
of the Special Servicer to perform its obligations under this Agreement or the financial
condition of the Special Servicer;




     (iii) The Special Servicer has the full power and authority to enter into and
consummate all transactions to be performed by it as contemplated by this Agreement, has
duly authorized the execution, delivery and performance of this Agreement, and has duly
executed and delivered this Agreement;




     (iv) This Agreement, assuming due authorization, execution and delivery by each of the
other parties hereto, constitutes a valid, legal and binding obligation of the Special
Servicer, enforceable against the Special Servicer in accordance with the terms hereof,
subject to (A) applicable bankruptcy, receivership, insolvency, liquidation, fraudulent
transfer, reorganization, moratorium and other laws affecting the enforcement of creditors’
(including bank creditors’) rights generally, and (B) general principles of equity,
regardless of whether such enforcement is considered in a proceeding in equity or at law;




     (v) The Special Servicer is not in violation of, and its execution and delivery of this
Agreement and its performance and compliance with the terms of this Agreement do not
constitute a violation of, any law, any order or decree of any court or arbiter, or any
order, regulation or demand of any federal, state or local governmental or regulatory
authority, which violation, in the Special Servicer’s good faith and reasonable judgment, is
likely to affect materially and adversely either the ability of the Special Servicer to
perform its obligations under this Agreement or the financial condition of the Special
Servicer;



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     (vi) No litigation is pending or, to the best of the Special Servicer’s knowledge,
threatened against the Special Servicer that would prohibit the Special Servicer from
entering into this Agreement or, in the Special Servicer’s good faith and reasonable
judgment, is likely to materially and adversely affect either the ability of the Special
Servicer to perform its obligations under this Agreement or the financial condition of the
Special Servicer;




     (vii) Each officer or employee of the Special Servicer that has or, following a
transfer of servicing responsibilities to the Special Servicer pursuant to Section
3.22 of this Agreement, would have, responsibilities concerning the servicing and
administration of Mortgage Loans and Companion Loans is covered by errors and omissions
insurance in the amounts and with the coverage required by Section 3.08(c) of this
Agreement; and




     (viii) No consent, approval, authorization or order of, or filing or registration with,
any state or federal court or governmental agency or body is required for the consummation
by the Special Servicer of the transactions contemplated by this Agreement, except for those
consents, approvals, authorizations and orders that previously have been obtained and those
filings and registrations that previously have been completed.



          (b) The representations and warranties set forth in paragraph (a) above shall survive the
execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer,
the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or
upon written notice thereof from any Certificateholder or any Companion Loan Holder) of a breach of
any of the representations and warranties set forth in this Section which materially and adversely
affects the interests of the Certificateholders or a Companion Loan Holder, the Master Servicer,
the Special Servicer or the Trustee in any Mortgage Loan or Split-Loan, the party discovering such
breach shall give prompt written notice to the other parties hereto, each Certifying
Certificateholder, the related Companion Loan Holder and, during a Subordinate Control Period or a
Collective Consultation Period, the Controlling Class Representative.



          Section 2.07 Representations, Warranties and Covenants of the Operating Advisor.



          (a) The Operating Advisor hereby represents and warrants to the Trustee, for its own benefit
and the benefit of the Certificateholders and each Companion Loan Holder, and to the Depositor, the
Master Servicer, the Special Servicer and the Certificate Administrator, as of the Closing Date,
that:




     (i) The Operating Advisor is duly organized, validly existing and in good standing as a
corporation under the laws of the State of Georgia, and the Operating Advisor is in
compliance with the laws of the jurisdiction in which the Mortgaged
Property is located to the extent necessary to perform its obligations under this
Agreement;



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     (ii) The execution and delivery of this Agreement by the Operating Advisor, and the
performance and compliance with the terms of this Agreement by the Operating Advisor, do not
violate the Operating Advisor’s organizational documents or constitute a default (or an
event that, with notice or lapse of time, or both, would constitute a default) under, or
result in the breach of, any material agreement or other instrument to which it is a party
or that is applicable to it or any of its assets, in each case, which does or is likely to
materially and adversely affect either the ability of the Operating Advisor to perform its
obligations under this Agreement or the financial condition of the Operating Advisor;




     (iii) The Operating Advisor has the full power and authority to enter into and
consummate all transactions contemplated by this Agreement, has duly authorized the
execution, delivery and performance of this Agreement, and has duly executed and delivered
this Agreement;




     (iv) This Agreement, assuming due authorization, execution and delivery by each of the
other parties hereto, constitutes a valid, legal and binding obligation of the Operating
Advisor, enforceable against the Operating Advisor in accordance with the terms hereof,
subject to (A) applicable bankruptcy, receivership, insolvency, liquidation, fraudulent
transfer, reorganization, moratorium and other laws affecting the enforcement of creditors’
rights generally, and (B) general principles of equity, regardless of whether such
enforcement is considered in a proceeding in equity or at law;




     (v) The Operating Advisor is not in violation of, and its execution and delivery of
this Agreement and its performance and compliance with the terms of this Agreement do not
constitute a violation of, any law, any order or decree of any court or arbiter, or any
order, regulation or demand of any federal, state or local governmental or regulatory
authority, which violation, in the Operating Advisor’s good faith and reasonable judgment,
is likely to affect materially and adversely either the ability of the Operating Advisor to
perform its obligations under this Agreement or the financial condition of the Operating
Advisor;




     (vi) No litigation is pending or, to the best of the Operating Advisor’s knowledge,
threatened against the Operating Advisor that would prohibit the Operating Advisor from
entering into this Agreement or, in the Operating Advisor’s good faith and reasonable
judgment, is likely to materially and adversely affect either the ability of the Operating
Advisor to perform its obligations under this Agreement or the financial condition of the
Operating Advisor; and




     (vii) No consent, approval, authorization or order of, or filing or registration with,
any state or federal court or governmental agency or body is required for the consummation
by the Operating Advisor of the transactions contemplated by this Agreement, except for
those consents, approvals, authorizations and orders that previously have been obtained and
those filings and registrations that previously have been completed.



          (b) The representations and warranties set forth in paragraph (a) above shall survive the
execution and delivery of this Agreement. Upon discovery by the Depositor, the



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Master Servicer,
the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or
upon written notice thereof from any Certificateholder or any Companion Loan Holder) of a breach of
any of the representations and warranties set forth in this Section which materially and adversely
affects the interests of the Certificateholders or a Companion Loan Holder, the Master Servicer,
the Special Servicer or the Trustee in any Mortgage Loan or Split-Loan, the party discovering such
breach shall give prompt written notice to the other parties hereto, each Certifying
Certificateholder, the related Companion Loan Holder and, during a Subordinate Control Period or a
Collective Consultation Period, the Controlling Class Representative.




          Section 2.08 Representations and Warranties of the Trustee.



          (a) The Trustee hereby represents and warrants to the Depositor, for the benefit of the
Certificateholders and each Companion Loan Holder, and to the Master Servicer, the Special
Servicer, the Operating Advisor and the Certificate Administrator, as of the Closing Date, that:




     (i) The Trustee is a national banking association, duly organized, validly existing,
and is in good standing under the laws of the United States; the Trustee possesses and shall
continue to possess all requisite authority, power, licenses, permits, franchise and
approvals to conduct its business and to execute, deliver and comply with its obligations
under this Agreement;




     (ii) the execution and delivery of this Agreement by the Trustee and its performance
and compliance with the terms of this Agreement will not violate the Trustee’s charter or by
laws or shareholders’ resolutions or constitute a default (or an event which, with notice or
lapse of time, or both, would constitute a default) under, or result in the breach of, any
material contract, agreement or other instrument to which the Trustee is a party or which
may be applicable to the Trustee or any of its assets;




     (iii) except to the extent that the laws of any jurisdiction in which a part of the
Trust Fund may be located require that a co-trustee or separate trustee be appointed to act
with respect to such property as contemplated by Section 8.10 of this Agreement, the
Trustee has the full power and authority to enter into and consummate the transactions
contemplated by this Agreement, has duly authorized the execution, delivery and performance
of this Agreement, and has duly executed and delivered this Agreement;




     (iv) this Agreement, assuming due authorization, execution and delivery by the other
parties hereto, constitutes a valid and binding obligation of the Trustee, enforceable
against it in accordance with the terms of this Agreement, except as such enforcement may be
limited by bankruptcy, insolvency, conservatorship, reorganization, receivership, moratorium
or other laws relating to or affecting the rights of creditors generally and by general
principles of equity (regardless of whether such enforcement is considered in a proceeding
in equity or at law);




     (v) the Trustee is not in violation of, and the execution and delivery of this
Agreement by the Trustee and its performance and compliance with the terms of this



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Agreement
will not constitute a violation with respect to, any order or decree of any court or any
order, law or regulation of any federal, state, municipal or governmental agency of or in
the United States of America having jurisdiction, which violation would have consequences
that would materially and adversely affect the condition (financial or other) or operations
of the Trustee or its properties or might have consequences that would materially affect the
performance of its duties hereunder or thereunder;




     (vi) no consent, approval, authorization or order of, or registration of filing with,
or notice to any court, governmental or regulatory agency or body, is required for the
execution, delivery and performance by the Trustee of this Agreement or if required, such
approval has been obtained prior to the Closing Date; and




     (vii) no litigation is pending or, to the best of the Trustee’s knowledge, threatened
against the Trustee which would prohibit its entering into or materially and adversely
affect its ability to perform its obligations under this Agreement.



          (b) The representations and warranties set forth in paragraph (a) above shall survive the
execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer,
the Special Servicer or a Responsible Officer of the Certificate Administrator (or upon written
notice thereof from any Certificateholder or any Companion Loan Holder) of a breach of any of the
representations and warranties set forth in this Section which materially and adversely affects the
interests of the Certificateholders or a Companion Loan Holder, the Master Servicer, the Special
Servicer or the Trustee in any Mortgage Loan or Split-Loan, the party discovering such breach shall
give prompt written notice to the other parties hereto, each Certifying Certificateholder, the
related Companion Loan Holder and, during a Subordinate Control Period or a Collective Consultation
Period, the Controlling Class Representative.



          Section 2.09 Representations and Warranties of the Certificate Administrator.



          (a) The Certificate Administrator hereby represents and warrants to the Depositor, for the
benefit of the Certificateholders and each Companion Loan Holder, and to the Master Servicer, the
Special Servicer, the Operating Advisor and the Trustee, as of the Closing Date, that:




     (i) The Certificate Administrator is a national banking association, duly organized,
validly existing, and is in good standing under the laws of the United States; the
Certificate Administrator possesses and shall continue to possess all requisite authority,
power, licenses, permits, franchise and approvals to conduct its business and to execute,
deliver and comply with its obligations under this Agreement;




     (ii) the execution and delivery of this Agreement by the Certificate Administrator and
its performance and compliance with the terms of this Agreement will not violate the
Certificate Administrator’s charter or by laws or shareholders’ resolutions or constitute a
default (or an event which, with notice or lapse of time, or both, would constitute a
default) under, or result in the breach of, any material contract, agreement or
other instrument to which the Certificate Administrator is a party or which may be
applicable to the Certificate Administrator or any of its assets;



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     (iii) the Certificate Administrator has the full power and authority to enter into and
consummate the transactions contemplated by this Agreement, has duly authorized the
execution, delivery and performance of this Agreement, and has duly executed and delivered
this Agreement;




     (iv) this Agreement, assuming due authorization, execution and delivery by the other
parties hereto, constitutes a valid and binding obligation of the Certificate Administrator,
enforceable against it in accordance with the terms of this Agreement, except as such
enforcement may be limited by bankruptcy, insolvency, conservatorship, reorganization,
receivership, moratorium or other laws relating to or affecting the rights of creditors
generally and by general principles of equity (regardless of whether such enforcement is
considered in a proceeding in equity or at law);




     (v) the Certificate Administrator is not in violation of, and the execution and
delivery of this Agreement by the Certificate Administrator and its performance and
compliance with the terms of this Agreement will not constitute a violation with respect to,
any order or decree of any court or any order, law or regulation of any federal, state,
municipal or governmental agency of or in the United States of America having jurisdiction,
which violation would have consequences that would materially and adversely affect the
condition (financial or other) or operations of the Certificate Administrator or its
properties or might have consequences that would materially affect the performance of its
duties hereunder or thereunder;




     (vi) no consent, approval, authorization or order of, or registration of filing with,
or notice to any court, governmental or regulatory agency or body, is required for the
execution, delivery and performance by the Certificate Administrator of this Agreement or if
required, such approval has been obtained prior to the Closing Date; and




     (vii) no litigation is pending or, to the best of the Certificate Administrator’s
knowledge, threatened against the Certificate Administrator which would prohibit its
entering into or materially and adversely affect its ability to perform its obligations
under this Agreement.



          (b) The representations and warranties set forth in paragraph (a) above shall survive the
execution and delivery of this Agreement. Upon discovery by the Depositor, the Master Servicer,
the Special Servicer or a Responsible Officer of the Trustee (or upon written notice thereof from
any Certificateholder or any Companion Loan Holder) of a breach of any of the representations and
warranties set forth in this Section which materially and adversely affects the interests of the
Certificateholders or a Companion Loan Holder, the Master Servicer, the Special Servicer or the
Trustee in any Mortgage Loan or Split-Loan, the party discovering such breach shall give prompt
written notice to the other parties hereto, each Certifying Certificateholder, the related
Companion Loan Holder and, during a Subordinate Control Period or a Collective Consultation Period,
the Controlling Class Representative.



          Section 2.10 Execution and Delivery of Certificates; Issuance of Lower-Tier Regular
Interests.



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          (a) The Trustee acknowledges the assignment to it of the Mortgage Loans and the delivery of
the related Mortgage Files to the Custodian (to the extent the documents constituting the Mortgage
Files are actually delivered to the Custodian), subject to the provisions of Section 2.01
and Section 2.02 of this Agreement and, concurrently with such delivery, (i) the
Certificate Administrator acknowledges the issuance of the Lower-Tier Regular Interests and the
Lower-Tier Residual Interest in exchange for the assets of the Lower-Tier REMIC, (ii) the Depositor
hereby conveys all right, title and interest in and to the Lower-Tier Regular Interests and other
property constituting the Upper-Tier REMIC to the Trustee, receipt of which is hereby acknowledged,
and (iii) the Certificate Administrator acknowledges that it has executed and caused to be
authenticated and delivered to and upon the order of the Depositor, (A) in exchange for the assets
of the Upper-Tier REMIC, the Regular Certificates and the Upper-Tier Residual Interest, evidencing
ownership of the Upper-Tier REMIC, and (B) the Class R Certificates, representing the Lower-Tier
Residual Interest and the Upper-Tier Residual Interest, registered in the names set forth in such
order and duly authenticated by the Certificate Administrator.



          (b) The Trustee acknowledges the assignment of the Excess Interest to the Grantor Trust. The
Certificate Administrator acknowledges that it has executed and caused to be authenticated and
delivered to and upon the order of the Depositor, the Class S Certificates in exchange for the
Excess Interest. The Class S Certificates are hereby designated as undivided beneficial interests
in the portion of the Trust Fund consisting of Excess Interest and the Excess Interest Distribution
Account and proceeds thereof, which portion shall be treated as part of a grantor trust within the
meaning of subpart E, part I of subchapter J of the Code.



          Section 2.11 Miscellaneous REMIC Provisions.



          (a) The Class LA-1, Class LA-2, Class LA-3, Class LA-4, Class LA-J, Class LB, Class LC, Class
LD, Class LE, Class LF, Class LG and Class LNR Interests are hereby designated as “regular
interests” in the Lower-Tier REMIC within the meaning of Code Section 860G(a)(1), and the
Lower-Tier Residual Interest (evidenced by the Class R Certificates) is hereby designated as the
sole class of “residual interests” in the Lower-Tier REMIC within the meaning of Code Section
860G(a)(2).



          (b) The Class A-1, Class A-2, Class A-3, Class A-4, Class A-J, Class X-A, Class X-B, Class B,
Class C, Class D, Class E, Class F, Class G and Class NR Certificates are hereby designated as
“regular interests” in the Upper-Tier REMIC within the meaning of Code Section 860G(a)(1), and the
Upper-Tier Residual Interest (evidenced by the Class R Certificates) is hereby designated as the
sole class of “residual interests” in the Upper-Tier REMIC within the meaning of Code Section
860G(a)(2).



          (c) The Closing Date is hereby designated as the “Startup Day” of each Trust REMIC
within the meaning of Code Section 860G(a)(9). The “latest possible maturity date” of the
Lower-Tier Regular Interests and the Regular Certificates for purposes of Code Section 860G(a)(1)
is the Rated Final Distribution Date.



          (d) None of the Depositor, the Trustee, the Master Servicer, the Special Servicer, the
Operating Advisor or the Certificate Administrator shall enter into any arrangement



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by which the
Trust Fund will receive a fee or other compensation for services other than as specifically
contemplated herein.




ARTICLE III




ADMINISTRATION AND SERVICING

OF THE MORTGAGE LOANS



          Section 3.01 Master Servicer to Act as Master Servicer; Administration of the Mortgage
Loans. (a) The Master Servicer (with respect to the Mortgage Loans and the Split-Loans that
are not Specially Serviced Mortgage Loans) and the Special Servicer (with respect to the Specially
Serviced Mortgage Loans, and with respect to certain matters as specified herein, Mortgage Loans
and Split-Loans that are not Specially Serviced Mortgaged Loans), each as an independent
contractor, shall service and administer the Mortgage Loans, any Split-Loans and each REO Property
for which it is responsible on behalf of the Trust Fund and the Trustee (as trustee for
Certificateholders and, with respect to a Split-Loan, on behalf of the Certificateholders and the
related Companion Loan Holder in accordance with the Servicing Standard) as determined in the good
faith and reasonable judgment of the Master Servicer or the Special Servicer, as the case may be,
in accordance with: (i) any and all applicable laws; (ii) the express terms of this Agreement, the
respective Mortgage Loans or Split-Loans and, in the case of a Split-Loan, the related
Intercreditor Agreement; and (iii) the Servicing Standard. To the extent consistent with the
foregoing and subject to any express limitations set forth in this Agreement, any Intercreditor
Agreement or mezzanine loan intercreditor agreement, the Master Servicer and Special Servicer shall
seek to maximize the timely and complete recovery of principal and interest on the Mortgage Loans
and the Companion Loans. Subject only to the Servicing Standard, the Master Servicer and Special
Servicer shall have full power and authority, acting alone or, in the case of the Master Servicer
only, through sub-servicers (subject to paragraph (c) of this Section 3.01 and to
Section 3.02 of this Agreement), to do or cause to be done any and all things in connection
with such servicing and administration which it may deem consistent with the Servicing Standard
and, in its judgment exercised in accordance with the Servicing Standard, including, without
limitation, with respect to each Mortgage Loan and Companion Loan, (A) to prepare, execute and
deliver, on behalf of the Certificateholders, each Companion Loan Holder, the Trustee, the
Certificate Administrator and the Custodian or either of them: (i) any and all financing
statements, continuation statements and other documents or instruments necessary to maintain the
lien on each Mortgaged Property and related collateral; (ii) subject to Section 3.08,
Section 3.09, Section 3.10 and Section 3.24 of this Agreement, any
modifications, waivers, consents or amendments to or with respect to any documents contained in the
related Mortgage File or defeasance of the Mortgage Loan or Companion Loan; and (iii) any and all
instruments of satisfaction or cancellation, or of partial or full release or discharge, and all
other comparable instruments, with respect to the Mortgage Loans (and any related Companion Loan)
and the Mortgaged Properties; and (B) to direct, manage, prosecute and/or defend any action, suit
or proceeding of any kind filed in the name of the Master Servicer or Special Servicer in their
respective capacity on behalf of the Trustee, the Certificate Administrator, the Custodian or the
Trust as provided in Section 3.29. Notwithstanding the
foregoing, neither the Master Servicer nor the Special Servicer shall modify, amend, waive or
otherwise consent to any change of the terms of any Mortgage Loan or Companion Loan except



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under
the circumstances described in Section 3.08, Section 3.09, Section 3.10 and
Section 3.24 of this Agreement or in Section 3.03 of this Agreement. The Master
Servicer and Special Servicer shall service and administer the Mortgage Loans and any Split-Loans
in accordance with applicable law and the terms hereof and the related Intercreditor Agreement and
shall provide to the Mortgagors any reports required to be provided to them thereby.




          Subject to Section 3.11 of this Agreement, the Trustee shall execute and deliver to
the Master Servicer (on the Closing Date substantially in the form of Exhibit S to this
Agreement) and Special Servicer (upon the receipt of a written request of a Servicing Officer) any
powers of attorney and, upon the receipt of a written request of a Servicing Officer, such other
documents prepared by the Master Servicer and Special Servicer and necessary or appropriate (as
certified in such written request) to enable the Master Servicer and Special Servicer to carry out
their servicing and administrative duties hereunder. Notwithstanding anything contained herein to
the contrary, neither the Master Servicer nor the Special Servicer shall, without the Trustee’s,
the Certificate Administrator’s or the Custodian’s, as applicable, written consent: (i) initiate
any action, suit or proceeding solely under the Trustee’s, the Certificate Administrator’s or the
Custodian’s name without indicating the Master Servicer’s or Special Servicer’s, as applicable,
representative capacity; or (ii) take any action with the intent to cause, and that actually
causes, the Trustee, the Certificate Administrator or the Custodian to be registered to do business
in any state. Each of the Master Servicer and the Special Servicer shall indemnify the Trustee,
the Certificate Administrator and the Custodian for any and all costs, liabilities and expenses
incurred by the Trustee, the Certificate Administrator and the Custodian, as applicable, in
connection with the negligent or willful misuse of such powers of attorney by the Master Servicer
or the Special Servicer, as applicable.



          (b) Unless otherwise provided in the related Loan Documents, the Master Servicer shall apply
any partial principal prepayment received on a Mortgage Loan or Split-Loan, on a date other than a
Due Date to the principal balance of such Mortgage Loan or Split-Loan as of the Due Date
immediately following the date of receipt of such partial principal prepayment. Unless otherwise
provided in the related Loan Documents, the Master Servicer shall apply any amounts received on
“government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of
1940, or any other securities that comply with Treasury Regulations Section 1.860G-2(a)(8) (which
shall not be redeemed by the Master Servicer prior to the maturity thereof) in respect of a
Mortgage Loan or Split-Loan being defeased pursuant to its terms to the principal balance of and
interest on such Mortgage Loan or Split-Loan as of the Due Date immediately following the receipt
of such amounts.



          (c) The Master Servicer may enter into Sub-Servicing Agreements with third parties with
respect to any of its obligations hereunder, provided that (i) any such agreement shall be
consistent with the provisions of this Agreement and (ii) such agreement shall be consistent with
the Servicing Standard and (iii) any such agreement shall provide that following its receipt
thereof from the Depositor, the Master Servicer shall provide a copy of the Mortgage Loan Purchase
Agreement to the related Sub-Servicer, and that such Sub-Servicer shall notify the Master Servicer
in writing within five (5) Business Days after such Sub-Servicer discovers or receives notice
alleging a Document Defect or a Breach or receives a Repurchase
Communication of a Repurchase Request or a Repurchase Request Withdrawal. Any such
Sub-Servicing Agreement may permit the sub-servicer to delegate its duties to agents or



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subcontractors so long as the related agreements or arrangements with such agents or subcontractors
are consistent with the provisions of this Section 3.01(c). The Master Servicer shall pay
the servicing fees of any Sub-Servicer. Any Sub-Servicing Agreement entered into by the Master
Servicer shall provide that it may be assumed by the Trustee, if the Trustee has assumed the duties
of the Master Servicer or by any successor Master Servicer without cost or obligation to the
assuming party or the Trust Fund, upon the assumption by such party of the obligations of the
Master Servicer pursuant to Section 7.02. The Special Servicer may not enter into
Sub-Servicing Agreements.




          Any sub-servicing agreement, and any other transactions or services relating to the Mortgage
Loans involving a sub-servicer, shall be deemed to be between the Master Servicer and such
sub-servicer alone, and the Trustee, the Certificate Administrator, the Custodian, the Operating
Advisor, the Special Servicer, the Trust Fund and the Certificateholders shall not be deemed
parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect
to the sub-servicer, except as set forth in Section 3.01(d) of this Agreement and no
provision herein may be construed so as to require the Trust Fund to indemnify any such
sub-servicer.



          (d) If the Trustee or any successor Master Servicer assumes the obligations of the Master
Servicer in accordance with Section 7.02, the Trustee or such successor, as applicable, to
the extent necessary to permit the Trustee or such successor, as applicable, to carry out the
provisions of Section 7.02, shall have the option (but not the obligation) to, without act
or deed on the part of the Trustee or such successor, as applicable, succeed to all of the rights
and obligations of the Master Servicer under any sub-servicing agreement entered into by the Master
Servicer pursuant to Section 3.01(c) of this Agreement. In such event, the Trustee or the
successor Master Servicer, as applicable, shall be deemed to have assumed all of the Master
Servicer’s interest therein (but not any liabilities or obligations in respect of acts or omissions
of the Master Servicer prior to such deemed assumption) and to have replaced the Master Servicer as
a party to such sub-servicing agreement to the same extent as if such sub-servicing agreement had
been assigned to the Trustee or such successor Master Servicer, as applicable, except that the
Master Servicer shall not thereby be relieved of any liability or obligations under such
sub-servicing agreement that accrued prior to the succession of the Trustee or the successor Master
Servicer, as applicable.



          If the Trustee or any successor Master Servicer, assumes the servicing obligations of the
Master Servicer under a sub-servicing agreement, upon request of the Trustee, or such successor
Master Servicer, as applicable, the Master Servicer shall at its own expense deliver or cause to be
delivered to the Trustee or such successor Master Servicer all documents and records relating to
any sub-servicing agreement and the Mortgage Loans then being serviced thereunder and an accounting
of amounts collected and held by it, if any, and shall otherwise use its reasonable efforts to
effect the orderly and efficient transfer of any sub-servicing agreement to the Trustee or the
successor Master Servicer, as applicable.



          (e) Each Certificateholder and each Beneficial Owner by its acceptance of a Certificate or an
interest therein and each of the parties hereto acknowledge that each Split-Loan
is subject to the terms and conditions of the related Intercreditor Agreement and recognize
the respective rights and obligations of the Trust, as holder of the related Mortgage Loan, and of
the



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related Companion Loan Holder under the Intercreditor Agreement. The Master Servicer (if a
Split-Loan has not become a Specially Serviced Mortgage Loan and has not been converted to an REO
Property) or the Special Servicer (if a Split-Loan has become a Specially Serviced Mortgage Loan or
has been converted to an REO Property) shall prepare and provide to the related Companion Loan
Holder all notices, reports, statements and communications to be delivered by the holder of the
related Mortgage Loan under the related Intercreditor Agreement, and shall perform all duties and
obligations to be performed by the servicer of the Mortgage Loan and perform all servicing-related
duties and obligations to be performed by the holder of the related Mortgage Loan pursuant to the
related Intercreditor Agreement.




          (f) Notwithstanding anything to the contrary herein, (a) at no time shall the Master Servicer,
the Special Servicer or the Trustee be required to make any P&I Advance on a Companion Loan and (b)
if the Mortgage Loan (or the related REO Property) that is part of a Split-Loan is no longer part
of the Trust Fund, neither the Master Servicer, the Special Servicer nor the Trustee, as the case
may be, shall have any obligation to make any Property Advance on the related Split-Loan.



          (g) To the extent required under the any Loan Documents, the Master Servicer or the Special
Servicer, as applicable, shall, on behalf of the related lender, maintain a Note register for the
related Mortgage Loan in accordance with such Loan Documents.



          Section 3.02 Liability of the Master Servicer. Notwithstanding any sub-servicing
agreement, any of the provisions of this Agreement relating to agreements or arrangements between
the Master Servicer and any Person acting as sub-servicer (or its agents or subcontractors) or any
reference to actions taken through any Person acting as sub-servicer or otherwise, the Master
Servicer shall remain obligated and primarily responsible for its duties and obligations for the
servicing and administering of the Mortgage Loans and the Companion Loans in accordance with the
provisions of this Agreement and shall not be released from any of its obligations hereunder by
virtue of such sub-servicing agreements or arrangements or by virtue of indemnification from any
Person acting as sub-servicer (or its agents or subcontractors) to the same extent and under the
same terms and conditions as if the Master Servicer alone were servicing and administering the
Mortgage Loans and the Companion Loans. The Master Servicer shall be entitled to enter into an
agreement with any sub-servicer providing for indemnification of the Master Servicer by such
sub-servicer, and nothing contained in this Agreement shall be deemed to limit or modify such
indemnification, but no such agreement for indemnification shall be deemed to limit or modify this
Agreement.



          Section 3.03 Collection of Certain Mortgage Loan Payments and Financial Statements.



          (a) The Master Servicer (with respect to non-Specially Serviced Mortgage Loans and any
Companion Loans) or the Special Servicer (with respect to Specially Serviced Mortgage Loans), as
applicable, shall use reasonable efforts to collect all payments called for under the terms and
provisions of the Mortgage Loans (including the Split-Loans) it is obligated to service hereunder,
and shall follow the Servicing Standard with respect to such collection
procedures; provided, that with respect to each Mortgage Loan that has an Anticipated
Repayment Date, the Master Servicer or Special Servicer, as the case may be, may take action to



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enforce the Trust Fund’s right to apply excess cash flow to principal in accordance with the terms
of the Loan Documents. The Master Servicer (with respect to non-Specially Serviced Mortgage Loans
and any Companion Loans) and Special Servicer, with respect to the Specially Serviced Mortgage
Loans, shall use its reasonable efforts to collect income statements, rent rolls and other
reporting information from Mortgagors (as required under the related Loan Documents). Consistent
with the foregoing, the Master Servicer (with respect to non-Specially Serviced Mortgage Loans and
any Companion Loans) or Special Servicer (with respect to Specially Serviced Mortgage Loans), as
applicable, may in its discretion waive any Penalty Charges in connection with any delinquent
Monthly Payment with respect to any Mortgage Loan or Companion Loan. In addition, the Master
Servicer shall be entitled to take such actions with respect to the collection of payments on the
Mortgage Loans and the Companion Loans as are permitted or required under this Agreement.




          (b) If the Master Servicer or the Special Servicer receives Excess Interest on or prior to the
Determination Date for any Distribution Date, or receives notice from the related Mortgagor that
the Master Servicer or the Special Servicer will be receiving Excess Interest on or prior to the
Determination Date for any Distribution Date, the Master Servicer or the Special Servicer, as the
case may be, shall notify the Certificate Administrator two Business Days prior to such
Distribution Date in the CREFC Loan Periodic Update File. None of the Master Servicer, the Special
Servicer, the Certificate Administrator or the Trustee shall be responsible for any failure of the
related Mortgagor to pay any such Excess Interest. The preceding statements shall not, however, be
construed to limit the provisions of Section 3.03(a) of this Agreement.



          Section 3.04 Collection of Taxes, Assessments and Similar Items; Escrow Accounts.



          (a) With respect to each Mortgaged Property securing a Mortgage Loan or Split-Loan, the Master
Servicer shall maintain accurate records with respect to each related Mortgaged Property reflecting
the status of taxes, assessments, ground rents and other similar items that are or may become a
lien on the related Mortgaged Property and the status of insurance premiums payable with respect
thereto. From time to time, to the extent such payments are to be made from escrowed funds, the
Master Servicer shall (i) obtain all bills for the payment of such items (including renewal
premiums), and (ii) effect payment of all such bills with respect to such Mortgaged Properties
prior to the applicable penalty or termination date, in each case employing for such purpose Escrow
Payments as allowed under the terms of the related Mortgage Loan or Split-Loan. With respect to
non-escrowed payments, when the Master Servicer becomes aware in accordance with the Servicing
Standard that a Mortgagor has failed to make any such payment or, with respect to escrowed loans,
collections from the Mortgagor are insufficient to pay any such item before the applicable penalty
or termination date, the Master Servicer shall advance the amount of any shortfall as a Property
Advance unless the Master Servicer or the Special Servicer determines in accordance with the
Servicing Standard that such Advance would be a Nonrecoverable Advance. Notwithstanding anything
in this Agreement to the contrary, the Master Servicer may in accordance with the Servicing
Standard elect (but is not required) to make (and in the case of a Specially Serviced Mortgage
Loan, at the direction of the
Special Servicer shall make) a payment from amounts on deposit in the Collection Account that
would otherwise be a Property Advance with respect to a Mortgage Loan, Split-Loan or



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Specially Serviced Mortgage Loan notwithstanding that the Master Servicer or the Special Servicer has
determined that such a Property Advance would, if advanced, be a Nonrecoverable Property Advance,
if making the payment would prevent (i) the related Mortgaged Property from being uninsured or
being sold at a tax sale or (ii) any event that would cause a loss of the priority of the lien of
the related Mortgage, or the loss of any security for the related Mortgage Loan, or would remediate
any adverse environmental condition or circumstance at the related Mortgaged Property, if, in each
instance, the Master Servicer or the Special Servicer, as applicable, determines that making the
payment is in accordance with the Servicing Standard. If the Special Servicer makes such a
determination, it shall notify the Master Servicer and the Master Servicer shall make such payment
from the Collection Account. No costs incurred by the Master Servicer in effecting the payment of
taxes and assessments on the Mortgaged Properties shall, for the purpose of calculating
distributions to Certificateholders, be added to the amount owing under the related Mortgage Loans,
notwithstanding that the terms of such Mortgage Loans so permit.




          (b) The Master Servicer shall segregate and hold all funds collected and received pursuant to
any Mortgage Loan or Split-Loan constituting Escrow Payments separate and apart from any of its own
funds and general assets and shall establish and maintain one or more segregated custodial accounts
(each, an “Escrow Account”) into which all Escrow Payments shall be deposited within two
(2) Business Days after receipt of properly identified funds. The Master Servicer shall also
deposit into each applicable Escrow Account any amounts representing losses on Permitted
Investments to the extent required by Section 3.07(b) of this Agreement and any Insurance
Proceeds or Condemnation Proceeds which are required to be applied to the restoration or repair of
any Mortgaged Property pursuant to the related Loan Documents. Escrow Accounts shall be Eligible
Accounts (except to the extent the related Mortgage Loan requires or permits it to be held in an
account that is not an Eligible Account) and shall be entitled, “Bank of America, National
Association, as Master Servicer, for the benefit of Citibank, N.A., as Trustee in trust for Holders
of CFCRE Commercial Mortgage Trust 2011-C2 Commercial Mortgage Pass-Through Certificates, Series
2011-C2, related Companion Loan Holders and Various Mortgagors.” Withdrawals from an Escrow
Account may be made by the Master Servicer only:




     (i) to effect timely payments of items constituting Escrow Payments for the related
Loan Documents and in accordance with the terms of the related Mortgage Loan;




     (ii) to transfer funds to the Collection Account and/or the related Split-Loan
Custodial Account to reimburse the Master Servicer, the Special Servicer or the Trustee, as
applicable, for any Property Advance (with interest thereon at the Advance Rate) relating to
Escrow Payments, but only from amounts received with respect to the related Mortgage Loan or
Split-Loan which represent late collections of Escrow Payments thereunder;




     (iii) for application to the restoration or repair of the related Mortgaged Property in
accordance with the related Loan Documents and the Servicing Standard;




     (iv) to clear and terminate such Escrow Account upon the termination of this Agreement;



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     (v) to pay from time to time to the related Mortgagor (a) any interest or investment
income earned on funds deposited in the Escrow Account if such income is required to be paid
to the related Mortgagor under law or by the terms of the related Loan Documents, or
otherwise to the Master Servicer and (b) any other funds required to be released to the
related Mortgagors pursuant to the related Loan Documents; and




     (vi) to remove any funds deposited in an Escrow Account that were not required to be
deposited therein.



          (c) Reserved.



          (d) To the extent that (i) an operations and maintenance plan is required to be established
and executed pursuant to the terms of a Mortgage Loan or Split-Loan, or (ii) any repairs, capital
improvements, actions or remediations are required to have been taken or completed pursuant to the
terms of the Mortgage Loan or Split-Loan, the Master Servicer shall determine (which determination
may be made on the basis of inquiry to the Mortgagor and this sentence shall in no event be
construed to require a physical inspection other than inspections described in Section 3.18
of this Agreement), whether the related Mortgagor has failed to perform such obligations under the
related Loan Documents as of the date required under the related Loan Documents and report any such
failure to the Special Servicer within a reasonable time after the date as of which such actions or
remediations are required to be or to have been taken or completed; provided that if all
deliveries required to be made to the Master Servicer under the related Loan Documents of
supporting documentation have not been made, then the Master Servicer shall report the then current
status as a failure.



          Section 3.05 Collection Account; Distribution Accounts; Excess Liquidation Proceeds
Reserve Account; and Excess Interest Distribution Account.



          (a) The Master Servicer shall establish and maintain the Collection Account in the Trustee’s
name, for the benefit of the Certificateholders and the Trustee as the Holder of the Lower-Tier
Regular Interests. The Collection Account shall be established and maintained as an Eligible
Account. Amounts attributable to the Mortgage Loans (other than Excess Interest) will be assets of
the Lower-Tier REMIC. The Master Servicer shall deposit or cause to be deposited in the Collection
Account within two (2) Business Days following receipt of properly identified funds the following
payments and collections received or made by it on or with respect to the Mortgage Loans (other
than any Mortgage Loan related to a Split-Loan except for clause (vii) below):




     (i) all payments on account of principal on such Mortgage Loans, including the
principal component of Unscheduled Payments;




     (ii) all payments on account of interest on such Mortgage Loans (including Excess
Interest);




     (iii) all Yield Maintenance Charges on such Mortgage Loans;



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     (iv) any amounts required to be deposited pursuant to Section 3.07(b) of this
Agreement in connection with net losses realized on Permitted Investments with respect to
funds held in the Collection Account;




     (v) all Net REO Proceeds withdrawn from an REO Account pursuant to Section
3.16(b) of this Agreement and all Net Insurance Proceeds and Net Liquidation Proceeds;




     (vi) any amounts received from Mortgagors which represent recoveries of Property
Protection Expenses, to the extent not permitted to be retained by the Master Servicer as
provided herein; and




     (vii) any other amounts required by the provisions of this Agreement to be deposited
into the Collection Account by the Master Servicer or Special Servicer, including, any
amounts transferred from a Split-Loan Custodial Account to the Collection Account as
contemplated by Section 3.06A(a)(i) of this Agreement, any recovery of Unliquidated
Advances and, without limitation, proceeds of any repurchase of a Mortgage Loan (including
any Mortgage Loan that is related to a Split-Loan) pursuant to Section 2.03 of this
Agreement.



          The foregoing requirements for deposits in the Collection Account shall be exclusive, it being
understood and agreed that, without limiting the generality of the foregoing, to the extent
provided herein, Ancillary Fees, Consent Fees, Modification Fees, Assumption Fees, assumption
application fees and defeasance fees need not be deposited in the Collection Account by the Master
Servicer or the Special Servicer, as applicable, and, to the extent permitted by applicable law,
the Master Servicer or the Special Servicer, as applicable, shall be entitled to retain any such
Ancillary Fees, Consent Fees, Modification Fees, Assumption Fees assumption application fees and/or
defeasance fees received with respect to such Mortgage Loans. The Master Servicer shall promptly
deliver to the Special Servicer, as additional special servicing compensation in accordance with
Section 3.12(c), all Assumption Fees and assumption application fees (or the applicable
portions thereof), Modification Fees, Consent Fees, Ancillary Fees, and other transaction fees
received by the Master Servicer to which the Special Servicer is entitled pursuant to such Section
upon receipt of a written statement (on which the Master Servicer is entitled to rely) from the
Special Servicer describing the item and amount (unless pursuant to this Agreement it is otherwise
clear that the Special Servicer is entitled to such amounts, in which case a written statement is
not required). The Special Servicer shall promptly deliver to the Master Servicer all Assumption
Fees and assumption application fees (or the applicable portions thereof), Modification Fees,
Consent Fees, Ancillary Fees, and other transaction fees received by the Special Servicer to which
the Master Servicer is entitled pursuant to Section 3.12(a), as additional servicing
compensation, upon receipt of a written statement (on which the Special Servicer is entitled to
rely) from the Master Servicer describing the item and amount (unless pursuant to this Agreement it
is otherwise clear that the Master Servicer is entitled to such amounts, in which case a written
statement is not required). If the Master Servicer deposits in the Collection Account any amount
not required to be deposited therein, it may at any time withdraw such amount from the Collection
Account, any provision herein to the contrary notwithstanding. The Master Servicer shall give
written notice to the Certificate Administrator and the Special Servicer of the location and
account number of the



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Collection Account and shall notify the Certificate Administrator and the Special Servicer in
writing of any subsequent change thereof.




          Upon receipt of any of the amounts described in clauses (i) through (vii) above with respect
to a Mortgage Loan, the Special Servicer shall promptly, but in no event later than one (1)
Business Day after receipt, remit such amounts to the Master Servicer for deposit into the related
Collection Account in accordance with the second preceding paragraph, unless the Special Servicer
determines, consistent with the Servicing Standard, that a particular item should not be deposited
because of a restrictive endorsement or other appropriate reason. With respect to any such amounts
paid by check to the order of the Special Servicer, the Special Servicer shall endorse such check
to the order of the Master Servicer, unless the Special Servicer determines, consistent with the
Servicing Standard, that a particular item cannot be so endorsed and delivered because of a
restrictive endorsement or other appropriate reason. Any such amounts received by the Special
Servicer with respect to an REO Property that relates to any Mortgage Loan shall initially be
deposited by the Special Servicer into the related REO Account (or, at the option of the Special
Servicer, remitted by the applicable Manager directly to the Master Servicer) and thereafter
remitted to the Master Servicer for deposit into the Collection Account, all in accordance with
Section 3.16 of this Agreement.



          (b) The Certificate Administrator shall establish and maintain (i) the Lower-Tier Distribution
Account in the name of the Certificate Administrator, in trust for the benefit of the
Certificateholders and the Trustee as the Holder of the Lower-Tier Regular Interests and (ii) the
Upper-Tier Distribution Account in the name of the Certificate Administrator, in trust for the
benefit of the Certificateholders. Each of the Distribution Accounts shall be established and
maintained as Eligible Accounts or as sub-accounts of a single Eligible Account. With respect to
each Distribution Date, on or before such Distribution Date the Certificate Administrator shall be
deemed to make or shall make the withdrawals from the Lower-Tier Distribution Account, as set forth
in Section 4.01 hereof, shall be deemed to make the deposits into the Lower-Tier
Distribution Account and the Upper-Tier Distribution Account, as set forth in Section 4.01
hereof, and shall cause the amount of Available Funds (including P&I Advances) and Yield
Maintenance Charges to be distributed in respect of the Certificates, pursuant to Section
4.01 hereof on such date.



          (c) The Certificate Administrator shall establish (upon receipt of written notice that an
event that generates Excess Liquidation Proceeds has occurred) and maintain the Excess Liquidation
Proceeds Reserve Account in trust for the benefit of the Certificateholders. The Excess
Liquidation Proceeds Reserve Account shall be maintained separate and apart from trust funds for
mortgage pass-through certificates of other series administered by the Certificate Administrator
and other accounts of the Certificate Administrator. Funds in the Excess Liquidation Proceeds
Reserve Account may be invested by the Certificate Administrator in Permitted Investments in
accordance with the provisions of Section 3.07 of this Agreement.



          Upon the disposition of any REO Property in accordance with Section 3.17 of this
Agreement, the Special Servicer shall calculate the Excess Liquidation Proceeds, if any, realized
in connection with such sale and remit to the Certificate Administrator such amount for deposit in
the Excess Liquidation Proceeds Reserve Account. Amounts held in the Excess Liquidation Proceeds
Reserve Account that exceed amounts reasonably anticipated to be required to offset



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possible future Realized Losses, as determined by the Special Servicer, and all amounts held
in the Excess Liquidation Proceeds Reserve Account on the final Distribution Date, in each case
after application in accordance with Section 4.01(d), shall be distributed to the Special
Servicer as additional special servicing compensation.




          (d) Prior to any Determination Date for the first Prepayment Period during which Excess
Interest is received on any ARD Loan, and upon notification from the Master Servicer or Special
Servicer pursuant to Section 3.03(b) of this Agreement, the Certificate Administrator, on
behalf of the Class S Certificateholders, shall establish and maintain the Excess Interest
Distribution Account in the name of the Certificate Administrator in trust for the benefit of the
Class S Certificateholders. The Excess Interest Distribution Account shall be established and
maintained as an Eligible Account (or as a subaccount of an Eligible Account). Prior to the
applicable Distribution Date, the Master Servicer shall remit to the Certificate Administrator on
the applicable Master Servicer Remittance Date for deposit in the Excess Interest Distribution
Account an amount equal to the Excess Interest received prior to the Determination Date for the
applicable Prepayment Period. Funds in the Excess Interest Distribution Account may be invested by
the Certificate Administrator in Permitted Investments in accordance with the provisions of
Section 3.07 of this Agreement.



          The Certificate Administrator shall, on any Distribution Date, make withdrawals from the
Excess Interest Distribution Account to the extent required to make the distributions of Excess
Interest required by Section 4.01(l) of this Agreement.



          Following the distribution of Excess Interest to Class S Certificateholders on the first
Distribution Date after which there are no longer any Mortgage Loans outstanding which pursuant to
their terms could pay Excess Interest, the Certificate Administrator shall terminate the Excess
Interest Distribution Account.



          (e) Notwithstanding anything to the contrary herein, each Distribution Account, the Excess
Interest Distribution Account, the Excess Liquidation Proceeds Reserve Account and the Interest
Reserve Account may all be sub-accounts of a single Eligible Account.




Section 3.05A. Split-Loan Custodial Account.



          (a) The Master Servicer shall establish and maintain, with respect to each Split-Loan, one or
more separate accounts, which may be sub-accounts of a single account (with respect to each
Split-Loan, each a “Split-Loan Custodial Account”) in which the amounts described in
clauses (i) through (vii) below shall be deposited and held in trust for the benefit of
Certificateholders with respect to the Mortgage Loan related to the applicable Split-Loan and the
related Companion Loan Holder, as their interests may appear; provided that any Split-Loan
Custodial Account may be a sub-account of the Collection Account or another Split-Loan Custodial
Account. Each of the Split-Loan Custodial Accounts shall be an Eligible Account or a subaccount of
an Eligible Account. The Master Servicer shall deposit or cause to be deposited in each Split-Loan
Custodial Account within two (2) Business Days following receipt of properly identified funds the
following payments and collections received or made by it on or with respect to the applicable
Split-Loan:



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     (i) all payments on account of principal on such Split-Loan, including the principal
component of Unscheduled Payments;




     (ii) all payments on account of interest on such Split-Loan;




     (iii) all Yield Maintenance Charges on such Split-Loan;




     (iv) any amounts required to be deposited pursuant to Section 3.07(b) of this
Agreement in connection with net losses realized on Permitted Investments with respect to
funds held in such Split-Loan Custodial Account;




     (v) all Net REO Proceeds on such Split-Loan withdrawn from an REO Account pursuant to
Section 3.16(b) of this Agreement and all Net Insurance Proceeds and Net Liquidation
Proceeds with respect to such Split-Loan;




     (vi) any amounts received from the related Mortgagor which represent recoveries of
Property Protection Expenses, to the extent not permitted to be retained by the Master
Servicer as provided herein; and




     (vii) any other amounts required by the provisions of this Agreement to be deposited
into such Split-Loan Custodial Account by the Master Servicer or Special Servicer, including
any recovery of any Unliquidated Advances.



          (b) The foregoing requirements for deposits in a Split-Loan Custodial Account shall be
exclusive, it being understood and agreed that, without limiting the generality of the foregoing,
to the extent provided herein, Ancillary Fees, Consent Fees, Modification Fees, Assumption Fees,
assumption application fees and defeasance fees need not be deposited in a Split-Loan Custodial
Account by the Master Servicer or the Special Servicer, as applicable, and, to the extent permitted
by applicable law, the Master Servicer or the Special Servicer, as applicable, shall be entitled to
retain any such Ancillary Fees, Consent Fees, Modification Fees, Assumption Fees, assumption
application fees and/or defeasance fees received with respect to a Split-Loan unless any such
amounts are allocable to any Companion Loan pursuant to the terms of the related Intercreditor
Agreement. The Master Servicer shall promptly deliver to the Special Servicer, as additional
special servicing compensation in accordance with Section 3.12, all Assumption Fees and
assumption application fees (or the applicable portions thereof), Modification Fees, Consent Fees,
Ancillary Fees, and other transaction fees received by the Master Servicer with respect to the
Split-Loans to which the Special Servicer is entitled pursuant to such Section upon receipt of a
written statement (on which the Master Servicer is entitled to rely) from the Special Servicer
describing the item and amount (unless pursuant to this Agreement it is otherwise clear that the
Special Servicer is entitled to such amounts, in which case a written statement is not required).
The Special Servicer shall promptly deliver to the Master Servicer all Assumption Fees and
assumption application fees (or the applicable portions thereof), Modification Fees, Consent Fees,
Ancillary Fees, and other transaction fees received by the Special Servicer with respect to the
Split-Loans to which the Master Servicer is entitled pursuant to Section 3.12(a), as
additional servicing compensation, upon receipt of a written statement (on which the Special
Servicer is entitled to rely) from the Master Servicer describing the item and amount (unless
pursuant to this Agreement it is otherwise clear that the Master



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Servicer is entitled to such amounts, in which case a written statement is not required). If
the Master Servicer deposits in a Split-Loan Custodial Account any amount not required to be
deposited therein, it may at any time withdraw such amount from such Split-Loan Custodial Account,
any provision herein to the contrary notwithstanding. The Master Servicer shall give written
notice to the Certificate Administrator, the applicable Companion Loan Holder and the Special
Servicer of the location and account number of the applicable Split-Loan Custodial Account and
shall notify the Certificate Administrator, the applicable Companion Loan Holder and the Special
Servicer in writing of any subsequent change thereof. Each Split-Loan Custodial Account shall be
maintained as a segregated account (or sub-account of such segregated account), separate and apart
from trust funds created for any Other Securitization and the other accounts of the Master
Servicer.




          (c) Upon receipt of any of the amounts described in clauses (i) through (vii) of subsection
(a) above with respect to a Split-Loan, the Special Servicer shall promptly, but in no event later
than one (1) Business Day after receipt, remit such amounts to the Master Servicer for deposit into
the related Split-Loan Custodial Account in accordance with the second preceding paragraph, unless
the Special Servicer determines, consistent with the Servicing Standard, that a particular item
should not be deposited because of a restrictive endorsement or other appropriate reason. With
respect to any such amounts paid by check to the order of the Special Servicer, the Special
Servicer shall endorse such check to the order of the Master Servicer, unless the Special Servicer
determines, consistent with the Servicing Standard, that a particular item cannot be so endorsed
and delivered because of a restrictive endorsement or other appropriate reason. Any such amounts
received by the Special Servicer with respect to an REO Property that relates to a Split-Loan shall
initially be deposited by the Special Servicer into the related REO Account (or, at the option of
the Special Servicer, remitted by the applicable property manager directly to the Master Servicer)
and thereafter remitted to the Master Servicer for deposit into the applicable Split-Loan Custodial
Account, all in accordance with this Section 3.05A.



          Section 3.06 Permitted Withdrawals from the Collection Account.



          (a) The Master Servicer may make withdrawals from the Collection Account only as described
below (the order set forth below not constituting an order of priority for such withdrawals):




     (i) to remit to the Certificate Administrator for deposit in the Lower-Tier
Distribution Account, the Interest Reserve Account and the Excess Liquidation Proceeds
Reserve Account the amounts required to be deposited in the Lower-Tier Distribution Account,
the Excess Interest Distribution Account, the Interest Reserve Account and the Excess
Liquidation Proceeds Reserve Account pursuant to Section 4.01(a)(i), Section
4.06(a) and Section 3.23 of this Agreement, respectively;




     (ii) to pay or reimburse the Master Servicer, the Special Servicer or the Trustee, (A)
for Advances made thereby with respect to Mortgage Loans that are not part of a Split-Loan
(other than Workout-Delayed Reimbursement Amounts) and any related Advance Interest Amounts
(provided that the Trustee shall have priority with respect to such payment or
reimbursement of any such Advances and any related Advance Interest



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Amounts), the Master Servicer’s right to reimburse any such Person pursuant to this
clause (ii)(A) being limited to late collections (including cure payments by any Companion
Loan Holder) of the particular item which was the subject of the related Advance, Penalty
Charges, Insurance Proceeds and Liquidation Proceeds on or in respect of the particular
Mortgage Loan or REO Property with respect to which such Advance was made; if applicable;
provided that (x) prior to the time any Advance is reimbursed, Advance Interest
Amounts may be reimbursed solely from Penalty Charges collected on the related Mortgage
Loan, and (y) at the time any Advance (other than Workout-Delayed Reimbursement Amounts) is
reimbursed, Advance Interest Amounts on such reimbursed Advance shall be payable first from
Penalty Charges collected on the related Mortgage Loan, and, to the extent such Penalty
Charges are insufficient, then from general collections on deposit in the Collection
Account, (B) for Advances and any related Advance Interest Amounts (or portion thereof) that
have been deemed to be Nonrecoverable Advances or are not recovered from such recoveries in
respect of the related Mortgage Loan or REO Property after a Final Recovery Determination
(with respect to a Split-Loan to the extent not recovered from the related Split-Loan
Custodial Account pursuant to Section 3.06A(a)(ii)) and Advance Interest Amounts
thereon, first, out of the principal portion of general collections on the Mortgage Loans
and REO Properties, and second, to the extent the principal portion of general collections
is insufficient and with respect to such excess only, subject to any election (in the party
to be reimbursed’s sole discretion) to defer reimbursement thereof pursuant to Section
3.26 of this Agreement, out of other collections on the Mortgage Loans, Split-Loans and
REO Properties and, (C) for Workout-Delayed Reimbursement Amounts and Advance Interest
Amounts thereon, first, out of the principal portion of the general collections on the
Mortgage Loans and REO Properties, net of such amounts being reimbursed pursuant to (B)
above and second, upon a determination by the Master Servicer, the Special Servicer or the
Trustee, as applicable, that a Workout-Delayed Reimbursement Amount is a Nonrecoverable
Advance, in the same manner as Nonrecoverable Advances may be reimbursed;




     (iii) Reserved;




     (iv) to pay on or before each Master Servicer Remittance Date to the Master Servicer
and the Special Servicer, as applicable, as compensation, the aggregate unpaid Servicing Fee
with respect to Mortgage Loans that are not part of a Split-Loan (to the extent not
otherwise required to be applied against Prepayment Interest Shortfalls), and Special
Servicing Compensation (if any), respectively, in respect of the immediately preceding
Interest Accrual Period, to be paid, in the case of the Servicing Fee, from interest
received on the related Mortgage Loan and to pay from time to time to the Master Servicer in
accordance with Section 3.07(b) of this Agreement any interest or investment income
earned on funds deposited in the Collection Account and, in the case of the Special
Servicing Fee, from general collections; provided that with respect to each Split-Loan, such
Special Servicing Fee with respect to the related Mortgage Loan shall first be reimbursed
pursuant to Section 3.06A(a)(iv) of this Agreement and if not reimbursed pursuant
thereto, shall be paid from the Collection Account as provided in this clause (iv);



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     (v) in accordance with Section 2.03 of this Agreement, to reimburse the
Trustee, the Certificate Administrator and/or the Special Servicer, on a pari passu basis
out of general collections on the Mortgage Loans and related REO Properties for any
unreimbursed expense reasonably incurred by the Trustee, the Certificate Administrator or
the Special Servicer in connection with the enforcement of the Mortgage Loan Seller’s
obligations under Section 6 of the Mortgage Loan Purchase Agreement, together with
interest thereon at the Advance Rate, but only to the extent that such expenses are not
otherwise reimbursable;




     (vi) to pay out of general collections on the Mortgage Loans and related REO
Properties, for costs and expenses incurred by the Trust Fund with respect to the Mortgage
Loans and related REO Properties pursuant to Section 3.04(a) and Section
3.10(e) of this Agreement and to pay Liquidation Expenses out of related Liquidation
Proceeds pursuant to Section 3.17(h) of this Agreement (provided that with
respect to each Split-Loan, such expenses shall first be reimbursed pursuant to Section
3.06A(a)(vi) of this Agreement to the extent related to the applicable Split-Loan and if
not reimbursed pursuant thereto, shall be paid from the Collection Account as provided in
this clause (vi));




     (vii) to the extent not reimbursed or paid pursuant to any other clause of this
Section 3.06, to reimburse or pay the Master Servicer, the Trustee, the Certificate
Administrator, the Special Servicer, the Operating Advisor or the Depositor, as applicable
and on a pari passu basis, for unpaid Additional Trust Fund Expenses (other than Advance
Interest Amounts), Certificate Administrator Fees (including that portion of the Certificate
Administrator Fees that represents the unpaid Trustee Fees, which are payable to the
Trustee), unpaid Servicing Fees (but only if the Mortgage Loan has been liquidated or a
Final Recovery Determination has been made with respect thereto), unpaid Special Servicing
Compensation, unpaid Operating Advisor Fees, unpaid Operating Advisor Consulting Fees (but
only to the extent such Operating Advisor Consulting Fee is actually received from the
related Mortgagor) and other unpaid items incurred by such Person pursuant to the second
sentence of Section 3.07(c), Section 3.08(a), Section 3.08(b),
Section 3.10, Section 3.12(c), Section 3.16(a), Section
6.03, Section 7.04, Section 8.05(a), Section 8.05(b),
Section 8.05(d) or Section 11.07 of this Agreement, or any other provision
of this Agreement pursuant to which such Person is entitled to reimbursement or payment from
the Trust Fund, in each case only to the extent expressly reimbursable under such Section,
it being acknowledged that this clause (vii) shall not be deemed to modify the substance of
any such Section, including the provisions of such Section that set forth the extent to
which one of the foregoing Persons is or is not entitled to payment or reimbursement
(provided that with respect to each Split-Loan, such expenses shall first be
reimbursed pursuant to Section 3.06A(a)(vii) of this Agreement to the extent related to such
Split-Loan and if not reimbursed pursuant thereto, shall be paid from the Collection Account
as provided in this clause (vii));




     (viii) to transfer to the Certificate Administrator for deposit in one or more
separate, non-interest bearing accounts any amount reasonably determined by the Certificate
Administrator to be necessary to pay any applicable federal, state or local



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taxes imposed on any Trust REMIC under the circumstances and to the extent described in
Section 4.05 of this Agreement;




     (ix) to withdraw any amount deposited into the Collection Account that was not required
to be deposited therein; or




     (x) to clear and terminate the Collection Account pursuant to Section 9.01 of
this Agreement.



          If and to the extent that the Master Servicer has reimbursed itself pursuant to clauses
(a)(ii), (a)(vi) or (a)(vii) above for an expense with respect to a Split-Loan that represents a
Companion Loan’s allocable share of such cost or expense, the Master Servicer shall use efforts
consistent with the Servicing Standard to collect such amounts from such Companion Loan Holder and
deposit all such amounts collected from or on behalf of the Companion Loan Holder into the
Collection Account.



          The Master Servicer shall keep and maintain separate accounting, on a Mortgage Loan by
Mortgage Loan basis, for the purpose of justifying any withdrawal from the Collection Account
pursuant to subclauses (ii)-(x) above.



          The Master Servicer shall pay to each of the Special Servicer (or, in the case of an
emergency, to third party contractors at the written direction of the Special Servicer), the
Operating Advisor, the Depositor, the Trustee and the Certificate Administrator, as applicable,
from the applicable Collection Account, amounts permitted to be paid thereto from such account
promptly upon receipt on or prior to the related Determination Date of a written statement of an
officer of the Special Servicer, an officer of the Depositor, an officer of the Operating Advisor
or a Responsible Officer of the Trustee or the Certificate Administrator, as the case may be,
describing the item and amount to which the Special Servicer (or, in the case of an emergency, such
third party contractor), the Depositor, the Operating Advisor, the Trustee or the Certificate
Administrator, as the case may be, is entitled (unless such payment to the Special Servicer, the
Depositor, the Operating Advisor (other than with respect to any Operating Advisor Consulting Fee
for which a written statement shall be required in any event), the Trustee or the Certificate
Administrator, as the case may be, is clearly required pursuant to this Agreement, in which case a
written statement is not required). The Master Servicer may rely conclusively on any such written
statement and shall have no duty to recalculate or investigate (absent manifest error) the amounts
stated therein. The parties seeking payment pursuant to this Section shall each keep and maintain
a separate accounting for the purpose of justifying any request for withdrawal from each Collection
Account, on a loan by loan basis.



          The Trustee, the Certificate Administrator, the Operating Advisor, the Depositor, the Special
Servicer and the Master Servicer shall in all cases have a right prior to the Certificateholders to
any funds on deposit in the Collection Account from time to time for the reimbursement or payment
of the Servicing Fees (including investment income), or Certificate Administrator Fees (including
that portion of the Certificate Administrator Fee that represents the Trustee Fee, which is payable
to the Trustee), Special Servicing Compensation, Advances, Advance Interest Amounts, Operating
Advisor Fees, Operating Advisor Consulting Fees (but only to the extent such Operating Advisor
Consulting Fees are actually received from the related



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Mortgagor(s)) and their respective expenses hereunder (including without limitation Additional
Trust Fund Expenses) to the extent such fees, expenses and indemnity amounts are to be reimbursed
or paid from amounts on deposit in the Collection Account pursuant to this Agreement (and to have
such amounts paid directly to third party contractors for any invoices approved by the Trustee, the
Master Servicer or the Special Servicer, as applicable).




          (b) The Certificate Administrator shall, upon receipt, deposit in the Lower-Tier Distribution
Account, the Interest Reserve Account and the Excess Liquidation Proceeds Reserve Account any and
all amounts received by the Certificate Administrator in accordance with Section 3.06(a)(i)
of this Agreement. If, as of 3:00 p.m., New York City time, on any Master Servicer Remittance Date
or on such other date as any amount referred to in the foregoing clause (i) is required to be
delivered hereunder, the Master Servicer shall not have delivered to the Certificate Administrator
for deposit in the Lower-Tier Distribution Account, the Interest Reserve Account and the Excess
Liquidation Proceeds Reserve Account the amounts required to be deposited therein pursuant to the
provisions of this Agreement (including, without limitation, Section 3.06(a)(i) of this
Agreement), then the Certificate Administrator shall, to the extent that a Responsible Officer of
the Certificate Administrator has such knowledge, provide notice of such failure to the Master
Servicer by electronic mail sent to cmsgmasterservicing@bankofamerica.com as soon as possible, but
in any event before 5:00 p.m., New York City time, on such day; provided, however,
that the Master Servicer shall pay the Certificate Administrator interest on such late payment at
the prime rate until such late payment is received by the Certificate Administrator.



          Section 3.06A. Permitted Withdrawals from Split-Loan Custodial Accounts.



          (a) The Master Servicer may make withdrawals from a Split-Loan Custodial Account only as
described below (the order set forth below not constituting an order of priority for such
withdrawals):




     (i) to remit prior to making the required remittance from the Collection Account to the
Certificate Administrator for deposit in the Lower-Tier Distribution Account on each Master
Servicer Remittance Date (1) to the Master Servicer for deposit in the Collection Account
all amounts on deposit in such Split-Loan Custodial Account payable to the Trust pursuant to
the related Intercreditor Agreement and (2) to the related Companion Loan Holder all amounts
on deposit in such Split-Loan Custodial Account payable to such Companion Loan Holder
pursuant to such Intercreditor Agreement;




     (ii) to pay or reimburse the Master Servicer, the Special Servicer or the Trustee, (A)
for Advances made by the Master Servicer, the Special Servicer or the Trustee with respect
to such Split-Loan (other than Workout-Delayed Reimbursement Amounts) and any related
Advance Interest Amounts (provided that the Trustee shall have priority with respect
to such payment or reimbursement of any such Advances and any related Advance Interest
Amounts), the Master Servicer’s right to reimburse any such Person pursuant to this clause
(ii)(A) being limited to late collections received in respect of such Split-Loan of the
particular item that was the subject of the related Advance, Penalty Charges, Insurance
Proceeds and Liquidation Proceeds on or in respect of the particular Split-Loan or REO
Property with respect to which such Advance was made, if



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applicable; provided, (x) prior to the time any Advance with respect to the
Split-Loan is reimbursed, Advance Interest Amounts may be reimbursed solely from Penalty
Charges collected on the related Split-Loan, and (y) at the time any Advance (other than
Workout-Delayed Reimbursement Amounts) is reimbursed, Advance Interest Amounts on such
reimbursed Advance shall be payable in the following order: first, from Penalty
Charges collected on the related Split-Loan, second, to the extent such Penalty
Charges are insufficient, then from general collections on deposit in the related Split-Loan
Custodial Account, and third, to the extent such general collections on deposit in
the related Split-Loan Custodial Account are insufficient, then from general collection on
deposit in the Collection Account and (B) for Advances and any related Advance Interest
Amounts (or portion thereof) that have been deemed to be Nonrecoverable Advances or are not
recovered from such recoveries in respect of the related Split-Loan or REO Property after a
Final Recovery Determination, (x) with respect to any Property Advance made in respect of
the related Split-Loan, first, out of all amounts on deposit in the related Split-Loan
Custodial Account, and second, in accordance with the allocations set forth in Section
3.06(a)(ii)(B) and (y) with respect to any P&I Advance made in respect of the related
Split-Loan, first, only out of amounts on deposit in the related Split-Loan Custodial
Account allocable to the related Mortgage Loan (and not from amounts allocable to the
related Companion Loan), and second, in accordance with the allocations set forth in
Section 3.06(a)(ii)(B). Notwithstanding the foregoing, to the extent the Master
Servicer, Special Servicer or Trustee has been reimbursed for any Property Advance made in
connection with the related Split-Loan from general collections in the Collection Account,
then such Companion Loan’s pro rata share of such Property Advances (and related Advance
Interest Amounts) shall be reimbursed to the Trust by the related Companion Loan Holder
(including any Other Securitization into which the Companion Loan has been deposited)
pursuant to and in accordance with the terms of the related Intercreditor Agreement;




     (iii) Reserved;




     (iv) to pay on or before each Master Servicer Remittance Date (1) to the Master
Servicer as compensation, the aggregate unpaid Servicing Fee with respect to a Split-Loan
(to the extent not otherwise required to be applied against Prepayment Interest Shortfalls),
in respect of the immediately preceding Interest Accrual Period, to be paid from interest
received on the related Mortgage Loan and to pay from time to time to the Master Servicer in
accordance with Section 3.07(b) any interest or investment income earned on funds
deposited in the related Split-Loan Custodial Account and (2) any Special Servicing
Compensation payable with respect to the related Split-Loan;




     (v) Reserved;




     (vi) to pay for costs and expenses incurred by the Trust Fund solely with respect to
the related Split-Loan and related REO Property pursuant to Section 3.10(e) and to
pay Liquidation Expenses out of Liquidation Proceeds pursuant to Section 3.17(h);




     (vii) to the extent not reimbursed or paid pursuant to any other clause of this
Section 3.06A, to reimburse or pay the Master Servicer, the Trustee, the Certificate



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Administrator, the Operating Advisor, the Special Servicer or the Depositor, as
applicable, for unpaid Additional Trust Fund Expenses, Servicing Fees, unpaid Special
Servicing Compensation, unpaid Operating Advisor Fees, unpaid Operating Advisor Consulting
Fees (but only to the extent such Operating Advisor Consulting Fee is actually received from
the related Mortgagor) and other unpaid items incurred by such Person pursuant to the second
sentence of Section 3.07(c), Section 3.08(a), Section 3.08(b),
Section 3.10, Section 3.12(c), Section 3.16(a), Section
6.03, Section 7.04, Section 8.05(a), Section 8.05(b),
Section 8.05(d) or Section 11.07, or any other provision of this Agreement
pursuant to which such Person is entitled to reimbursement or payment from the Trust Fund,
in each case only to the extent expressly reimbursable under such Section and to the extent
related to a Split-Loan and not related to amounts which are solely expenses of the Trust
Fund (such as expenses related to administration of the Trust Fund or REMIC taxes, penalties
or interest or preservation of the REMIC status of the Trust Fund), it being acknowledged
that this clause (vii) shall not be deemed to modify the substance of any such Section,
including the provisions of such Section that set forth the extent to which one of the
foregoing Persons is or is not entitled to payment or reimbursement. Notwithstanding the
foregoing, to the extent the Master Servicer, the Trustee, the Certificate Administrator,
the Operating Advisor, the Special Servicer or the Depositor, as applicable, has been
reimbursed for any amounts set forth in the preceding sentence from general collections in
the Collection Account, then such Companion Loan’s pro rata share of such amounts shall be
reimbursed to the Trust by the related Companion Loan Holder (including any Other
Securitization into which the Companion Loan has been deposited) pursuant to and in
accordance with the terms of the related Intercreditor Agreement;




     (viii) Reserved;




     (ix) to withdraw any amount deposited into the related Split-Loan Custodial Account
that was not required to be deposited therein; or




     (x) to clear and terminate the related Split-Loan Custodial Account pursuant to
Section 9.01 of this Agreement.



          The Master Servicer shall keep and maintain separate accounting, on a Mortgage Loan by
Mortgage Loan and Companion Loan by Companion Loan basis, for the purpose of justifying any
withdrawal from the related Split-Loan Custodial Account pursuant to subclauses (ii)-(x) above.



          The Master Servicer shall pay to each of the Special Servicer (or, in the case of an
emergency, to third party contractors at the written direction of the Special Servicer), the
Depositor, the Operating Advisor, the Trustee and the Certificate Administrator, as applicable,
from the related Split-Loan Custodial Account, amounts permitted to be paid thereto from such
account promptly upon receipt of a written statement of an officer of the Special Servicer, an
officer of the Depositor, an officer of the Operating Advisor or a Responsible Officer of the
Trustee or the Certificate Administrator, as the case may be, describing the item and amount to
which the Special Servicer (or, in the case of an emergency, such third party contractor), the
Depositor, the Operating Advisor, the Trustee or the Certificate Administrator, as the case may



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be, is entitled (unless such payment to the Special Servicer, the Depositor, the Operating
Advisor (other than with respect to any Operating Advisor Consulting Fee for which a written
statement shall be required in any event), the Trustee or the Certificate Administrator, as the
case may be, is clearly required pursuant to this Agreement, in which case a written statement is
not required). The Master Servicer may rely conclusively on any such written statement and shall
have no duty to recalculate or investigate (absent manifest error) the amounts stated therein. The
parties seeking payment pursuant to this Section shall each keep and maintain separate accounting
for the purpose of justifying any request for withdrawal from each Split-Loan Custodial Account, on
a loan by loan basis.




          The Trustee, the Depositor, the Certificate Administrator, the Operating Advisor, the Special
Servicer and the Master Servicer shall in all cases have a right prior to the Certificateholders to
any funds on deposit in the related Split-Loan Custodial Account from time to time for the
reimbursement or payment of the Servicing Fees (including investment income), or Special Servicing
Compensation, Operating Advisor Fees, Advances, Advance Interest Amounts and their respective
expenses hereunder to the extent such fees and expenses are to be reimbursed or paid from amounts
on deposit in the related Split-Loan Custodial Account pursuant to this Agreement (and to have such
amounts paid directly to third party contractors for any invoices approved by the Trustee, the
Depositor, the Certificate Administrator, the Operating Advisor, the Master Servicer or the Special
Servicer, as applicable).



          The Master Servicer shall remit (1) for deposit in the Collection Account all amounts on
deposit in the related Split-Loan Custodial Account payable to the Trust pursuant to the related
Intercreditor Agreement and (2) to the related Companion Loan Holder all amounts on deposit in the
related Split-Loan Custodial Account payable to the related Companion Loan Holder pursuant to the
related Intercreditor Agreement, in each case, prior to the required remittance from the Collection
Account to the Certificate Administrator for deposit into the Lower-Tier Distribution Account on
each Master Servicer Remittance Date.



          Notwithstanding anything to the contrary contained herein with respect to each Due Date and
the related Split-Loan, within two (2) Business Days of receipt from the related Mortgagor (or such
later time as set forth in the applicable Intercreditor Agreement), or, from and after a Companion
Loan is deposited into an Other Securitization, on the Business Day before the “servicer remittance
date,” as such term or a similar term is defined in the pooling and servicing agreement relating to
such Other Securitization (as long as such date is at least one Business Day after receipt), the
Master Servicer shall remit, from amounts on deposit in the applicable Split-Loan Custodial Account
in accordance with Section 3.06A(a), to the applicable Companion Loan Holder by wire
transfer in immediately available funds in accordance with the terms of the related Intercreditor
Agreement the portion of the applicable amounts on deposit in the related Split-Loan Custodial
Account allocable to the related Companion Loan Holder.



          Notwithstanding anything to the contrary contained herein, with respect to each Companion
Loan, the Master Servicer shall withdraw from the related Split-Loan Custodial Account and remit to
the related Companion Loan Holders, within two (2) Business Days of receipt thereof, any amounts
that represent late collections or principal prepayments on such Companion Loan or any successor
REO Mortgage Loan with respect thereto, in accordance with the terms of the related Intercreditor
Agreement (exclusive of any portion of such amount



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payable or reimbursable to any third party in accordance with the related Intercreditor
Agreement or this Agreement), unless such amount would otherwise be included in the monthly
remittance to the holder of such Companion Loan for such month.




          Section 3.07 Investment of Funds in the Collection Account, the Excess Interest
Distribution Account, the Distribution Accounts, the REO Account, the Interest Reserve Account, the
Mortgagor Accounts, the Excess Liquidation Proceeds Reserve Account and Other Accounts.



          (a) The Master Servicer, or with respect to any REO Account, the Special Servicer, or, with
respect to the Excess Interest Distribution Account, the Excess Liquidation Proceeds Reserve
Account, any Distribution Account and the Interest Reserve Account (the foregoing accounts, the
“Certificate Administrator Accounts”), the Certificate Administrator, may direct any
depository institution maintaining the Collection Account, any Mortgagor Accounts (subject to the
second succeeding sentence), the Certificate Administrator Accounts and the REO Accounts (each of
the Collection Account, any REO Account, each Mortgagor Account and any Certificate Administrator
Account, for purposes of this Section 3.07, an “Investment Account”), to invest the
funds in such Investment Account in one or more Permitted Investments that bear interest or are
sold at a discount, and that mature, unless payable on demand, no later than the Business Day
preceding the date on which such funds are required to be withdrawn from such Investment Account
pursuant to this Agreement; provided that any amounts invested by the Certificate
Administrator in Permitted Investments managed or advised by the Certificate Administrator or its
Affiliates shall mature on or prior to the Distribution Date in time to be available to make timely
distributions to Certificateholders. Any direction by the Master Servicer or the Special Servicer
to invest funds on deposit in an Investment Account shall be in writing. In the case of any
Reserve Account, Escrow Account or Lock-Box Account (the “Mortgagor Accounts”), the Master
Servicer shall act upon the written request of the related Mortgagor or Manager to the extent the
Master Servicer is required to do so under the terms of the respective Loan Documents,
provided that in the absence of appropriate written instructions from the related Mortgagor
or Manager meeting the requirements of this Section 3.07, the Master Servicer shall have no
obligation to, but will be entitled to, direct the investment of funds in such accounts in
Permitted Investments. Notwithstanding anything contained in the definition of “Permitted
Investments”, to the extent that the related Loan Documents with respect to a particular Mortgage
Loan require the funds in the related Mortgagor Accounts to be invested in investments other than
those itemized in clauses (a) through (i) of the definition of “Permitted Investments”, the Master
Servicer shall invest the funds in such Mortgagor Accounts in accordance with the terms of the
related Loan Documents. All such Permitted Investments shall be held to maturity, unless payable
on demand. Any investment of funds in an Investment Account shall be made in the name of the
Certificate Administrator (on behalf of the Trustee) or in the name of a nominee of the Certificate
Administrator. The Certificate Administrator shall have sole control (except with respect to
investment direction which shall be in the control of the Master Servicer (or the Special Servicer,
with respect to any REO Accounts) as an independent contractor to the Trust Fund) over each such
investment and any certificate or other instrument evidencing any such investment shall be
delivered directly to the Certificate Administrator or its agent (which shall initially be the
Master Servicer), together with any document of transfer, if any, necessary to transfer title to
such investment to the Certificate Administrator or its nominee. The Certificate Administrator
shall have no responsibility or liability with respect to the



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investment directions of the Master Servicer or the Special Servicer, any Mortgagor or Manager
or any losses resulting therefrom, whether from Permitted Investments or otherwise. The Master
Servicer shall have no responsibility or liability with respect to the investment direction of the
Certificate Administrator, the Special Servicer, any Mortgagor or Manager or any losses resulting
therefrom, whether from Permitted Investments or otherwise. The Special Servicer shall have no
responsibility or liability with respect to the investment direction of the Certificate
Administrator, the Master Servicer, any Mortgagor or any Manager or any losses resulting therefrom,
whether from Permitted Investments or otherwise. If amounts on deposit in an Investment Account
are at any time invested in a Permitted Investment payable on demand, the Master Servicer (or the
Special Servicer in the case of REO Accounts, or the Certificate Administrator, in the case of the
Certificate Administrator Accounts), shall: (x) consistent with any notice required to be given
thereunder, demand that payment thereon be made on the last day such Permitted Investment may
otherwise mature hereunder in an amount equal to the lesser of (1) all amounts then payable
thereunder and (2) the amount required to be withdrawn on such date; and (y) demand payment of all
amounts due thereunder promptly upon determination by the Master Servicer (or the Special Servicer
in the case of REO Accounts or the Certificate Administrator, in the case of the Certificate
Administrator Accounts) that such Permitted Investment would not constitute a Permitted Investment
in respect of funds thereafter on deposit in the related Investment Account.




          (b) All income and gain realized from investment of funds deposited in any Investment Account
shall be for the benefit of the Master Servicer, except with respect to the investment of funds
deposited in (i) any Mortgagor Account to the extent required under the related Loan Documents or
applicable law to be for the benefit of the related Mortgagor, (ii) any REO Account, which shall be
for the benefit of the Special Servicer or (iii) the Certificate Administrator Accounts, which
shall be for the benefit of the Certificate Administrator, and, if held in the Collection Account
or REO Account shall be subject to withdrawal by the Master Servicer or the Special Servicer, as
applicable, in accordance with Section 3.06 or Section 3.16(b) of this Agreement,
as applicable. The Master Servicer (or with respect to any REO Account, the Special Servicer and
with respect to the Certificate Administrator Accounts, the Certificate Administrator) shall
deposit from its own funds into any applicable Investment Account, the amount of any loss incurred
in respect of any such Permitted Investment immediately upon realization of such loss (except with
respect to losses incurred as a result of the related Mortgagor or Manager exercising its power
under the related Loan Documents to direct such investment in such Mortgagor Account);
provided, however, that the Certificate Administrator, Master Servicer or Special
Servicer, as applicable, may reduce the amount of such payment to the extent it forgoes any
investment income in such Investment Account otherwise payable to it. The Master Servicer shall
also deposit from its own funds in any Mortgagor Account the amount of any loss incurred in respect
of Permitted Investments, except to the extent that amounts are invested for the benefit of the
Mortgagor under the terms of the related Loan Documents or applicable law. Notwithstanding the
foregoing, none of the Master Servicer, the Special Servicer or the Certificate Administrator (in
their respective capacities as Master Servicer, Special Servicer and Certificate Administrator,
respectively) shall be required to deposit any loss on an investment of funds in an Investment
Account if such loss is incurred solely as a result of the insolvency of the federal or state
chartered depository institution or trust company that holds such Investment Account, so long as
such depository institution or trust company (a) satisfied the qualifications set forth in the
definition of “Eligible Account” both at



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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 Person that made the relevant investment.




          (c) Except as otherwise expressly provided in this Agreement, if any default occurs in the
making of a payment due under any Permitted Investment, or if a default occurs in any other
performance required under any Permitted Investment, the Trustee may, and upon the request of
Holders of Certificates representing greater than 50% of the Percentage Interests of any Class
shall, take such action as may be appropriate to enforce such payment or performance, including the
institution and prosecution of appropriate proceedings. If the Trustee takes any such action, the
Trust Fund shall pay or reimburse the Trustee for all reasonable out-of-pocket expenses,
disbursements and advances incurred or made by the Trustee in connection therewith. If the Trustee
does not take any such action, the Master Servicer may, but is not obligated to, take such action
at its own cost and expense.



          Section 3.08 Maintenance of Insurance Policies and Errors and Omissions and Fidelity
Coverage.



          (a) The Master Servicer on behalf of the Trustee, as mortgagee, shall use efforts consistent
with the Servicing Standard to cause the related Mortgagor to maintain, to the extent required by
the related Loan Documents (except to the extent that the failure to maintain such insurance
coverage is an Acceptable Insurance Default), and if the Mortgagor does not so maintain, shall
itself maintain (subject to the provisions of this Agreement concerning Nonrecoverable Advances and
to the extent the Trustee as mortgagee has an insurable interest and to the extent available at
commercially reasonable rates), (i) fire and hazard insurance (and windstorm insurance, if
applicable) with extended coverage on the related Mortgaged Property in an amount which is at least
equal to the lesser of (a) one hundred percent (100%) of the then “full replacement cost” of the
improvements and equipment (excluding foundations, footings and excavation costs), without
deduction for physical depreciation, and (b) the outstanding principal balance of the related
Mortgage Loan and any related Companion Loan(s) or such greater amount as is necessary to prevent
any reduction in such policy by reason of the application of co-insurance provisions and to prevent
the Trustee thereunder from being deemed to be a co-insurer and provided such policy shall include
a “replacement cost” rider, (ii) insurance providing coverage against 18 months (or such longer
period or with such extended period endorsement as provided in the related Loan Documents) of rent
interruptions and (iii) such other insurance as is required in the related Loan Documents. Subject
to Section 3.16 of this Agreement, the Special Servicer, in accordance with the Servicing
Standard and to the extent available at commercially reasonable rates (as determined by the Special
Servicer in accordance with the Servicing Standard and with the consent of the Controlling Class
Representative during any Subordinate Control Period) shall cause to be maintained for each REO
Property no less insurance coverage than was previously required of the Mortgagor under the related
Loan Documents, provided that the subject hazards are at the time commonly insured against
by prudent owners of properties similar to the REO Property located in or around the region in
which such REO Property is located (except to the extent that the failure to maintain such
insurance coverage is an Acceptable Insurance Default); provided that to the extent the Loan
Documents require the related Mortgagor to maintain insurance with an insurer rated better than as
indicated in the definition of “Qualified Insurer” the Master Servicer may, without a No Downgrade
Confirmation or the approval of the Special Servicer, to the extent consistent with the Servicing



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Standard, permit the related Mortgagor to maintain insurance with an insurer that does not
meet the requirements of the Loan Documents so long as the related Mortgagor maintains insurance
with an insurer rated at least as indicated in the definition of “Qualified Insurer”). All
insurance for an REO Property shall be from a Qualified Insurer, if available from a Qualified
Insurer, and if not available from a Qualified Insurer, from an insurance provider that is rated
the next highest available rating who is offering such insurance at commercially reasonable rates.
Any amounts collected by the Master Servicer or the Special Servicer under any such policies (other
than amounts required to be applied to the restoration or repair of the related Mortgaged Property
or amounts to be released to the Mortgagor in accordance with the terms of the related Loan
Documents) shall be deposited into the Collection Account pursuant to Section 3.05 of this
Agreement or the related Split-Loan Custodial Account pursuant to Section 3.05A of this
Agreement, as applicable, subject to withdrawal pursuant to Sections 3.05, 3.05A,
3.06 or 3.06A of this Agreement. Any cost incurred by the Master Servicer or the
Special Servicer in maintaining any such insurance shall not, for the purpose of calculating
distributions to Certificateholders, be added to the unpaid principal balance of the related
Mortgage Loan, notwithstanding that the terms of such Mortgage Loan so permit. It is understood
and agreed that no other additional insurance other than flood insurance or earthquake insurance
subject to the conditions set forth below is to be required of any Mortgagor or to be maintained by
the Master Servicer other than pursuant to the terms of the related Loan Documents and pursuant to
such applicable laws and regulations as shall at any time be in force and as shall require such
additional insurance. If the Mortgaged Property is located in a federally designated special flood
hazard area, the Master Servicer shall use efforts consistent with the Servicing Standard to cause
the related Mortgagor to maintain, to the extent required by the related Loan Documents, and if the
related Mortgagor does not so maintain, shall itself obtain (subject to the provisions of this
Agreement concerning Nonrecoverable Advances, for so long as such insurance continues to be
available at commercially reasonable rates and the Trustee has an insurable interest in such
Mortgage Loan) and maintain flood insurance in respect thereof. Such flood insurance shall be in
an amount equal to the lesser of (i) the unpaid principal balance of the related Mortgage Loan and
any related Companion Loan and (ii) the maximum amount of such insurance required by the terms of
the related Loan Documents and as is available for the related property under the national flood
insurance program (assuming that the area in which such property is located is participating in
such program). If a Mortgaged Property (other than an REO Property) is related to a Mortgage Loan
or a Split-Loan pursuant to which earthquake insurance is required to be maintained pursuant to the
terms of the related Loan Documents, the Master Servicer shall use efforts consistent with the
Servicing Standard to cause the related Mortgagor to maintain, and if the related Mortgagor does
not so maintain shall itself obtain (subject to the provisions of this Agreement concerning
Nonrecoverable Advances and for so long as such insurance continues to be available at commercially
reasonable rates and the Trustee has an insurable interest in such Mortgage Loan) and maintain
earthquake insurance in respect thereof, in the amount required by the related Loan Documents or,
if not specified, in-place at origination. If an REO Property (i) is located in a federally
designated special flood hazard area or (ii) is related to a Mortgage Loan or a Split-Loan with
respect to which earthquake insurance would be appropriate in accordance with the Servicing
Standard and such insurance is available at commercially reasonable rates, the Special Servicer
shall obtain (subject to the provisions of this Agreement concerning Nonrecoverable Advances) and
maintain flood insurance and/or earthquake insurance in respect thereof providing the same coverage
as described in this Section 3.08(a). Out-of-pocket






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expenses incurred by the Master Servicer or Special Servicer in maintaining insurance policies
pursuant to this Section 3.08 shall be advanced by the Master Servicer as a Property
Advance and shall be reimbursable to the Master Servicer with interest at the Advance Rate. The
Master Servicer (or the Special Servicer, with respect to REO Mortgage Loans) agrees to prepare and
present, on behalf of itself, the Trustee and the Certificateholders and the related Companion Loan
Holder, claims under each related insurance policy maintained by it pursuant to this Section
3.08(a) in a timely fashion in accordance with the terms of such policy and to take such
reasonable steps as are necessary to receive payment or to permit recovery thereunder. All
insurance policies required to be maintained by the Master Servicer or Special Servicer hereunder
shall name the Trustee or the Master Servicer or the Special Servicer, on behalf of the Trustee and
the related Companion Loan Holder as the mortgagee, as loss payee, and shall be issued by Qualified
Insurers, if available from a Qualified Insurer, and if not available from a Qualified Insurer,
from an insurance provider that is rated the next highest available rating who is offering such
insurance at commercially reasonable rates. Notwithstanding the foregoing: (A) the Master
Servicer shall not be required to maintain any earthquake or environmental insurance policy on any
Mortgaged Property and the Special Servicer shall not be required to maintain any earthquake or
environmental insurance policy on any REO Property, in each case unless such insurance is required
to be maintained under the related Loan Documents and is available at commercially reasonable
rates; provided, however, that neither the Master Servicer nor the Special Servicer
shall have any obligation to maintain such earthquake or environmental insurance policy required
under the related Loan Documents if the originator of the Mortgage Loan waived compliance with such
insurance requirements (and if the Master Servicer does not cause the Mortgagor to maintain or
does not itself maintain such earthquake or environmental insurance policy on any Mortgaged
Property, the applicable Special Servicer shall have the right, but not the duty, to obtain, at the
Trust’s expense, earthquake or environmental insurance on any Mortgaged Property securing a
Specially Serviced Mortgage Loan or an REO Property so long as such insurance is available at
commercially reasonable rates); (B) with respect to the Master Servicer’s obligation to cause the
related Mortgagor to maintain such insurance, the Master Servicer shall have no obligation beyond
using its efforts consistent with the Servicing Standard to cause any Mortgagor to maintain the
insurance required to be maintained or that the lender is entitled to reasonably require, subject
to applicable law, under the related Loan Documents; and (C) in making determinations as to the
availability of insurance at commercially reasonable rates or otherwise, the Master Servicer or the
Special Servicer, as applicable, shall, to the extent consistent with the Servicing Standard, be
entitled to rely, at its own expense, on insurance consultants in making such determination and any
such determinations by the Master Servicer or the Special Servicer, as applicable, need not be made
more frequently than annually but in any event shall be made at the approximate date on which the
Master Servicer or the Special Servicer, as applicable, receives notice of the renewal, replacement
or cancellation of coverage.




          Notwithstanding the foregoing, the Master Servicer or Special Servicer, as applicable, will
not be required to maintain, and shall not cause a Mortgagor to be in default with respect to the
failure of the related Mortgagor to obtain, all risk casualty insurance which does not contain any
carve out for terrorist or similar acts, if, and only if, the Special Servicer has determined in
accordance with the Servicing Standard that the failure to maintain such insurance is an Acceptable
Insurance Default; provided that, during the period that the Special Servicer is evaluating
such insurance hereunder, the Master Servicer shall not be liable for any loss related to its
failure to require the Mortgagor to maintain terrorism insurance and shall not be in default



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of its obligations hereunder as a result of such failure. The Special Servicer shall promptly
notify the Master Servicer of each determination under this paragraph.




          (b) (i) If the Master Servicer or the Special Servicer obtains and maintains a blanket
insurance policy insuring against fire and hazard losses on all of the Mortgaged Properties (other
than REO Properties) as to which the related Mortgagor has not maintained insurance required by the
related Loan Documents (other than any Mortgagor that is required under the related Loan Documents
to maintain insurance with an insurer rated better than as indicated in the definition of
“Qualified Insurer” that maintains insurance with an insurer rated at least as indicated in the
definition of “Qualified Insurer” or the Special Servicer obtains and maintains a blanket insurance
policy insuring against fire and hazard losses on all of the REO Properties, as required under this
Agreement, as the case may be, then the Master Servicer or the Special Servicer, as the case may
be, shall conclusively be deemed to have satisfied its respective obligations concerning the
maintenance of insurance coverage set forth in Section 3.08(a) of this Agreement. Any such
blanket insurance policy shall be maintained with a Qualified Insurer. A blanket insurance policy
may contain a deductible clause, in which case the Master Servicer or the Special Servicer, as
applicable, shall, if (i) there shall not have been maintained on the related Mortgaged Property a
policy otherwise complying with the provisions of Section 3.08(a) of this Agreement, and
(ii) there shall have been one or more losses which would have been covered by such a policy had it
been maintained, immediately deposit into the Collection Account or, if applicable, the related
Split-Loan Custodial Account from its own funds the amount not otherwise payable under the blanket
policy because of such deductible clause to the extent that any such deductible exceeds the
deductible limitation that pertained to the related Mortgage Loan or the Split-Loan, or, in the
absence of any such deductible limitation, the deductible limitation which is consistent with the
Servicing Standard. In connection with its activities as Master Servicer or the Special Servicer
hereunder, as applicable, the Master Servicer and the Special Servicer, respectively, agree to
prepare and present, on behalf of itself, the Trustee and Certificateholder and the related
Companion Loan Holder, claims under any such blanket policy which it maintains in a timely fashion
in accordance with the terms of such policy and to take such reasonable steps as are necessary to
receive payment or permit recovery thereunder.




     (ii) If the Master Servicer causes any Mortgaged Property (other than any REO Property)
or the Special Servicer causes any REO Property to be covered by a master force placed
insurance policy and such policy shall be issued by a Qualified Insurer and provide no less
coverage in scope and amount for such Mortgaged Property or REO Property than the insurance
required to be maintained pursuant to Section 3.08(a) of this Agreement, then the
Master Servicer or Special Servicer, as the case may be, shall conclusively be deemed to
have satisfied its respective obligations to maintain insurance pursuant to Section
3.08(a) of this Agreement. Such policy may contain a deductible clause, in which case
the Master Servicer or the Special Servicer, as applicable, shall, if (i) there shall not
have been maintained on the related Mortgaged Property or REO Property a policy otherwise
complying with the provisions of Section 3.08(a), and (ii) there shall have been one
or more losses which would have been covered by such a policy had it been maintained,
immediately deposit into the Collection Account or, if applicable, the related Split-Loan
Custodial Account from its own funds the amount not otherwise payable under such policy
because of such deductible to the extent that any such deductible exceeds the deductible
limitation that pertained to the related Mortgage



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Loan and/or the Companion Loan(s) related thereto, or, in the absence of any such
deductible limitation, the deductible limitation which is consistent with the Servicing
Standard.




     (iii) In either case, if the Master Servicer or Special Servicer, as applicable, causes
any Mortgaged Property or REO Property to be covered by such “force-placed” insurance
policy, the incremental costs of such insurance applicable to such Mortgaged Property or REO
Property (i.e., other than any minimum or standby premium payable for such policy whether or
not any Mortgaged Property or REO Property is covered thereby) shall be paid as a Property
Advance. Any legal fees or other out-of-pocket costs incurred in accordance with the
Servicing Standard in connection with any claim under an insurance policy described above
(whether by the Master Servicer or Special Servicer) shall be paid by, and reimbursable to,
the Master Servicer as a Property Advance.



          (c) The Master Servicer and the Special Servicer shall each maintain a fidelity bond in such
form and amounts as are consistent with the Servicing Standard. The Master Servicer and the
Special Servicer each shall be deemed to have complied with this provision if one of its respective
Affiliates has such fidelity bond coverage and, by the terms of such fidelity bond, the coverage
afforded thereunder extends to the Master Servicer or the Special Servicer, as applicable. In
addition, the Master Servicer and the Special Servicer shall each keep in force during the term of
this Agreement a policy or policies of insurance covering loss occasioned by the errors and
omissions of its officers and employees in connection with its obligations to service the Mortgage
Loans and the Split-Loans hereunder in such form and amounts as are consistent with the Servicing
Standard. Notwithstanding the foregoing, so long as the long-term unsecured debt rating of the
Master Servicer (or its corporate parent) or the Special Servicer (or its corporate parent) is not
in any event less than “A” as rated by Fitch and “A3” as rated by Moody’s, respectively, the Master
Servicer or the Special Servicer may self-insure for the fidelity bond and errors and omissions
coverage otherwise required above. The Master Servicer shall cause each and every sub-servicer for
it to maintain or cause to be maintained by an agent or contractor servicing any Mortgage Loan on
behalf of such sub-servicer, a fidelity bond and an errors and omissions insurance policy which
satisfy the requirements for the fidelity bond and the errors and omissions policy to be maintained
by the Master Servicer to comply with the foregoing. All fidelity bonds and policies of errors and
omissions insurance obtained under this Section 3.08(c) shall be issued by a Qualified
Insurer.



          Section 3.09 Enforcement of Due-On-Sale Clauses; Assumption Agreements; Defeasance
Provisions.



          (a) Upon receipt of any request of a waiver in respect of a due-on-sale or due-on encumbrance
provision (which shall include, without limitation, any mezzanine financing of the Mortgagor or the
Mortgaged Property), the Special Servicer (and not the Master Servicer) shall promptly analyze such
waiver to determine, in a manner consistent with the Servicing Standard (including the preparation
of written materials in connection with such analysis), whether to grant such a waiver and shall
close the related transaction, subject to the consent rights (if any) of the Controlling Class
Representative as provided in this Section 3.09(a) and as otherwise provided in this
Agreement and any related Intercreditor Agreement, and subject to Section 3.09(b),
Section 3.21, Section 3.24 and Section 3.25; provided,
however, that the Special



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Servicer shall not enter into any such agreement to the extent that any terms thereof would
result in (i) the imposition of a tax on any Trust REMIC under the REMIC Provisions or cause any
Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a
grantor trust under subpart E, part I of subchapter J of the Code for federal income tax purposes
at any time that any Certificate is outstanding or (ii) create any lien on a Mortgaged Property
that is senior to, or on parity with, the lien of the related Mortgage. The Special Servicer, on
behalf of the Trustee as the mortgagee of record, shall, to the extent permitted by applicable law,
enforce the restrictions contained in the related Mortgage on transfers or further encumbrances of
the related Mortgaged Property and on transfers of interests in the related Mortgagor, unless
following its receipt of a request of a waiver in respect of a due-on-sale or due-on-encumbrance
provision the Special Servicer has determined, consistent with the Servicing Standard, that the
waiver of such restrictions would be in accordance with the Servicing Standard. Promptly after the
Special Service has made any such determination the Special Servicer shall deliver to the Trustee,
the Certificate Administrator, each other party hereto and, subject to Section 11.14 of
this Agreement, each of the Rating Agencies an Officer’s Certificate setting forth the basis for
such determination; provided that, with respect to all Mortgage Loans, the Special Servicer
shall, prior to taking such an action, obtain the written consent of the Controlling Class
Representative (during a Subordinate Control Period), which consent shall be deemed given 10
Business Days after receipt (unless earlier objected to) by the Controlling Class Representative,
of the written recommendation of the Special Servicer for such action and any additional
information the Controlling Class Representative may reasonably request for the analysis of such
request, which recommendation and information may be delivered in an electronic format reasonably
acceptable to the Controlling Class Representative and the Special Servicer, as applicable. In
addition, the Special Servicer may not waive any “due-on-encumbrance” or “due-on-sale” provision
unless (i) the Special Servicer, shall have received prior written No Downgrade Confirmation with
respect to such action or (ii) the related Mortgage Loan (A) represents less than 5% of the
principal balance of all of the Mortgage Loans in the Trust Fund, (B) has a principal balance that
is equal to or less than $35,000,000 and (C) is not one of the 10 largest Mortgage Loans in the
Mortgage Pool based on principal balance; provided that no such No Downgrade Confirmation
will be required if such Mortgage Loan has a principal balance less than $10,000,000. If a No
Downgrade Confirmation is not required hereunder pursuant to clause (ii) above, a written notice
shall be given to each Rating Agency prior to consummation of the transaction. With respect to any
Split-Loan, no waiver of a due-on-sale or due-on-encumbrance provision shall be effective unless
the Special Servicer first consults with the Pari Passu Companion Loan Holder if and to the extent
required under the related Intercreditor Agreement.




          If the Master Servicer receives a request for a waiver of a due-on-sale or due-on-encumbrance
provision or consent to a transfer and assumption of any Mortgage Loan, the Master Servicer shall
promptly notify the Special Servicer of such request and deliver to the Special Servicer all
documents and records (or copies thereof) in the Master Servicer’s possession regarding the
proposed waiver or consent and such other documents in the Master Servicer’s possession (or copies
thereof) regarding the related Mortgage Loan as the Special Servicer shall reasonably require in
order to consider the request.



          With respect to any transfer or assumption or any further encumbrance of a Mortgaged Property
or Mortgagor permitted under the related Loan Documents upon satisfaction



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of certain conditions, the Special Servicer shall determine whether such conditions have been
satisfied.




          The Special Servicer shall notify the Trustee, the Certificate Administrator, the Operating
Advisor and subject to Section 11.14 of this Agreement, each Rating Agency and, with
respect to the Split-Loan, the Companion Loan Holder(s) of any assumption or substitution agreement
executed pursuant to this Section 3.09(a) and shall forward thereto a copy of such
agreement.



          In connection with any request for a No Downgrade Confirmation from a Rating Agency pursuant
to this Section 3.09(a), the Special Servicer shall deliver a Review Package to such Rating
Agency in accordance with Section 11.14 of this Agreement.



          Further, subject to the terms of the related Loan Documents and applicable law, the Special
Servicer shall use reasonable efforts to ensure that all costs in connection with any assumption,
including any arising from seeking a No Downgrade Confirmation, are paid by the related Mortgagor.
To the extent not collected from the related Mortgagor, the Special Servicer shall use reasonable
efforts to ensure that all costs in connection with any encumbrance, including any arising from
seeking a No Downgrade Confirmation, are paid by the related Mortgagor. To the extent not
collected from the related Mortgagor after the use of such efforts, any rating agency charges in
connection with the foregoing shall be paid by the Master Servicer as a Property Advance (or as an
Additional Trust Fund Expense if such Property Advance would be a Nonrecoverable Advance).



          To the extent permitted by the applicable Loan Documents and applicable law, the Special
Servicer may charge the related Mortgagor a fee in connection with any enforcement or waiver
contemplated in this subsection (a); provided that any such fee shall be applied in
accordance with the provisions of Section 3.12 of this Agreement.



          (b) Nothing in this Section 3.09 shall constitute a waiver of the Trustee’s right, as
the mortgagee of record, to receive notice of any assumption of a Mortgage Loan, any sale or other
transfer of the related Mortgaged Property or the creation of any lien or other encumbrance with
respect to such Mortgaged Property.



          (c) In connection with the taking of, or the failure to take, any action pursuant to this
Section 3.09, the Special Servicer shall not agree to modify, waive or amend, and no
assumption or substitution agreement entered into pursuant to Section 3.09(a) of this
Agreement shall contain any terms that are different from, any term of any Mortgage Loan or the
related Note, other than pursuant to Section 3.24 of this Agreement.



          (d) With respect to any Mortgage Loan or Split-Loan which permits release of Mortgaged
Properties through defeasance, and to the extent consistent with the terms of the related Loan
Documents:




     (i) If such Mortgage Loan or Split-Loan requires that the Master Servicer on behalf of
the Trustee purchase the required “government securities” within the meaning of Section
2(a)(16) of the Investment Company Act of 1940, or any other securities that comply with
Treasury Regulations Section 1.860G-2(a)(8)(ii), the Master Servicer, an



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accommodation Mortgagor pursuant to clause (v) below or the Mortgagor shall, at the
Mortgagor’s expense (to the extent consistent with the Loan Documents), purchase such
obligations in accordance with the terms of such Mortgage Loan or Split-Loan and deliver to
the Master Servicer, in the case of the Mortgagor, or in the case of the Master Servicer,
hold the same on behalf of the Trust Fund and, if applicable, the Companion Loan Holder;
provided that, subject to the related Loan Documents, the Master Servicer shall not
accept the amounts paid by the related Mortgagor to effect defeasance until acceptable
“government securities” within the meaning of Section 2(a)(16) of the Investment Company Act
of 1940, or any other securities that comply with Treasury Regulations Section
1.860G-2(a)(8)(ii) have been identified, in each case which are acceptable as defeasance
collateral under the then most recently published current guidelines of the Rating Agencies.




     (ii) The Master Servicer shall require, to the extent the Loan Documents grant the
mortgagee discretion to so require, delivery of an Opinion of Counsel (which shall be an
expense of the related Mortgagor to the extent consistent with the related Loan Documents)
to the effect that the Trustee has a first priority security interest in the defeasance
deposit and the “government securities” within the meaning of Section 2(a)(16) of the
Investment Company Act of 1940, or any other securities that comply with Treasury
Regulations Section 1.860G-2(a)(8)(ii), and the assignment thereof is valid and enforceable;
such Opinion of Counsel, together with any other certificates or documents to be required in
connection with such defeasance shall be in form and substance acceptable to the Master
Servicer.




     (iii) The Master Servicer shall obtain, to the extent the Loan Documents grant the
mortgagee discretion to so obtain, a certificate (which shall be an expense of the related
Mortgagor to the extent consistent with the related Loan Documents) from an Independent
certified public accountant certifying that the “government securities” within the meaning
of Section 2(a)(16) of the Investment Company Act of 1940, or any other securities that
comply with Treasury Regulations Section 1.860G-2(a)(8)(ii), comply with the requirements of
the related Loan Documents.




     (iv) To the extent consistent with the related Loan Documents, prior to permitting
release of any Mortgaged Properties through defeasance, the Master Servicer shall (at the
Mortgagor’s expense) obtain a No Downgrade Confirmation (if such confirmation is required
pursuant to the then most recently published guidelines of the applicable Rating Agency).




     (v) If the Mortgage Loan or Split-Loan permits the related Mortgagor or the lender or
its designee to cause an accommodation Mortgagor to assume such defeased obligations, the
Master Servicer shall, or shall cause the Mortgagor to, establish at the Mortgagor’s cost
and expense (and shall use efforts consistent with the Servicing Standard to cause the
related Mortgagor to consent to such assumption) a special purpose bankruptcy remote entity
to assume such obligations, as to which the Trustee and the Certificate Administrator has
received a No Downgrade Confirmation (if such confirmation is required pursuant to the then
most recently published guidelines of the applicable Rating Agency).




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     (vi) To the extent consistent with the related Loan Documents, the Master
Servicer shall require the related Mortgagor to pay all costs and expenses incurred in
connection with the defeasance of the related Mortgage Loans or Split-Loan. If that the
Mortgagor is not required to pay any such costs and expenses under the terms of the Loan
Documents, such costs and expenses shall be Additional Trust Fund Expenses.




     (vii) In no event shall the Master Servicer have liability to any party hereto or
beneficiary hereof for obtaining a No Downgrade Confirmation (or conditioning approval of
defeasance on the delivery of a No Downgrade Confirmation) or for imposing conditions to
approval of a defeasance on the satisfaction of conditions that are consistent with the
Servicing Standard but are not required under Rating Agency guidelines; provided
that this shall not protect the Master Servicer from any liability that may be imposed as a
result of the violation of applicable law or the Loan Documents.




     (viii) If such Mortgage Loan or Split-Loan requires defeasance collateral that is “AAA”
rated, such ratings requirement shall be deemed satisfied as long as the proposed defeasance
collateral (a) is rated “AAA” (or the equivalent thereof) by any NRSRO and (b) otherwise
satisfies the requirements of defeasance collateral under the related Loan Documents.



          (e) Notwithstanding anything herein to the contrary, the Master Servicer shall process,
approve and close, without the consent of the Special Servicer, any Controlling Class
Certificateholder, or the Controlling Class Representative or, if such Mortgage Loan has a Stated
Principal Balance of less than $35,000,000, without obtaining a No Downgrade Confirmation from any
Rating Agency, all initial syndications of tenant-in-common interests, provided such syndications
are specifically permitted by and in accordance with the related Loan Documents for any Mortgage
Loan that is not a Specially Serviced Mortgage Loan. Upon completion of any such initial transfer,
the Master Servicer shall promptly provide notice by electronic mail thereof to the Special
Servicer, which notice shall also (i) advise the Special Servicer as to the total number of
transfers with respect to such Mortgage Loan that such Master Servicer has approved and closed as
of such date and the expiration date (if any) by which such transfer(s) must occur pursuant to the
related Loan Documents, and (ii) advise the Special Servicer of when, with respect to any such
Mortgage Loan such tenant-in-common syndication is complete. All transfers of a tenant-in-common
interest subsequent to the initial syndication shall be processed, approved and closed solely by
the Special Servicer. Any request for a modification to or extension of the final initial
syndication date respecting any such tenant-in-common transfers or increase in the permitted number
of tenant-in-common interests under the initial syndication shall be processed, approved and closed
solely by the Special Servicer.



          Section 3.10 Appraisal Reductions; Realization Upon Defaulted Mortgage Loans.



          (a) As promptly as reasonably practicable after the occurrence of an Appraisal Reduction Event
(or a longer period so long as the Special Servicer is (as certified thereby to the Certificate
Administrator in writing) diligently and in good faith proceeding to obtain such Appraisal), the
Special Servicer shall use reasonable efforts to obtain an updated Appraisal, the
costs of which shall be a Property Advance (or as an expense of the Trust Fund and paid by the



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Master Servicer out of the Collection Account if such Property Advance would be a Nonrecoverable
Advance) to be advanced by the Master Servicer; provided, that the Special Servicer shall
not be required to obtain an updated Appraisal for any Mortgaged Property with respect to which
there exists an Appraisal which is less than nine (9) months old unless the Special Servicer
determines that such previously obtained Appraisal is materially inaccurate. With respect to
Mortgage Loans for which an Appraisal Reduction Event has occurred and still exists, the Special
Servicer shall obtain annual letter updates to any updated Appraisal. Any Appraisal prepared in
order to determine the Appraisal Reduction Amount allocated pursuant to Section 4.06 of
this Agreement shall be delivered by the Special Servicer, upon request, to any applicable
Companion Loan Holder.




          The Certificate Principal Amount of each of the Certificates shall be notionally reduced
(solely for purposes of determining the identity of the Non-Reduced Certificates and the
Controlling Class) as of any date of determination to the extent of the Appraisal Reduction
Amount(s) allocated to such Class on the preceding Distribution Date. The aggregate Appraisal
Reduction Amount for any Distribution Date shall be applied to notionally reduce the Certificate
Principal Amounts of the Certificates in the following order of priority: first, to the Class NR
Certificates; second, to the Class G Certificates; third, to the Class F Certificates; fourth, to
the Class E Certificates; fifth, to the Class D Certificates; sixth, to the Class C Certificates;
seventh, to the Class B Certificates; eighth, to the Class A-J Certificates, and, finally, pro rata
to the Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates and Class A-4
Certificates based on their respective Certificate Principal Amounts (provided in each case that no
Certificate Principal Amount in respect of any such Class may be notionally reduced below zero).
With respect to any Appraisal Reduction Amount calculated for the purposes of determining the
Non-Reduced Certificates or the Controlling Class, the appraised value of the related Mortgaged
Property shall be determined on an “as-is” basis and the Special Servicer shall promptly notify the
Certificate Administrator of the determination of any such Appraisal Reduction Amount, and the
Certificate Administrator shall promptly notify holders of each Control Eligible Certificates of
the determination of any such Appraisal Reduction Amount. To the extent there is a change in any
Appraisal Reduction, the allocations described above shall be recalculated.



          In the case of any Split-Loan, any Appraisal Reduction Amounts with respect to any Companion
Loan(s) that is pari passu in right of payment to the related Mortgage Loan pursuant to the terms
of the related Intercreditor Agreement shall be allocated pro rata as between such Companion
Loan(s) and the related Mortgage Loan to notionally reduce the outstanding principal balance of
such Split-Loan pursuant to and in accordance with the terms of the related Intercreditor
Agreement.



          The Holders of the majority of any Class of Certificates that is or would be determined to no
longer be the Controlling Class (such Class, an “Appraised-Out Class”) as a result of an
allocation of an Appraisal Reduction Amount in respect of such Class shall have the right to
challenge the Special Servicer’s Appraisal Reduction Amount determination and, at their sole
expense, obtain a second Appraisal of any Mortgage Loan for which an Appraisal Reduction Event has
occurred (such Holders, the “Requesting Holders”). The Requesting Holders shall cause the
Appraisal to be prepared on an “as-is” basis by an MAI appraiser. The Requesting Holders shall
provide the Special Servicer with notice of their intent to challenge the Special



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Servicer’s Appraisal Reduction Amount determination within ten (10) Business Days of receipt
of notice of the determination of such Appraisal Reduction Amount.




          An Appraised-Out Class shall be entitled to continue to exercise the rights of the Controlling
Class until ten (10) Business Days following receipt of notice of the determination of an Appraisal
Reduction Amount, unless the Requesting Holders provide notice of their intent to challenge the
Appraisal Reduction within such ten (10) Business Day period pursuant to the immediately preceding
paragraph. If the Requesting Holders do so provide notice of their intent to challenge the
Appraisal Reduction, then the Appraised-Out Class shall be entitled to continue to exercise the
rights of the Controlling Class until the earlier of (i) 120 days following the related Appraisal
Reduction Event, unless the Requesting Holders provide the second appraisal within such 120-day
period and (ii) the determination by the Special Servicer described below that a recalculation of
the Appraisal Reduction Amount is not warranted or that such recalculation does not result in the
Appraised-Out Class remaining the Controlling Class. After the Appraised-Out Class is no longer
entitled to exercise the rights of the Controlling Class, the rights of the Controlling Class shall
be exercised by the Class of Control Eligible Certificates immediately senior to such Appraised-Out
Class, if any, unless a recalculation results in the reinstatement of the Appraised-Out Class as
the Controlling Class.



          The Holders of the majority of any Appraised-Out Class shall have the right, at their sole
expense, to require the Special Servicer to order a second Appraisal of any Mortgage Loan for which
an Appraisal Reduction Event has occurred, and the Special Servicer shall use its reasonable best
efforts to ensure that such Appraisal is delivered within 120 days from receipt of such Holders’
written request and shall ensure that such Appraisal is prepared on an “as-is” basis by an MAI
appraiser reasonably acceptable to the Special Servicer; provided that the Special Servicer
shall not be required to obtain an Appraisal if the Special Servicer determines in accordance with
the Servicing Standard that no events at the related Mortgaged Property or Mortgaged Properties
have occurred that would have a material effect on such Appraised Value of the Mortgaged Property
or Mortgaged Properties.



          Upon receipt of an Appraisal provided by, or requested by, Holders of an Appraised-Out Class
pursuant to this Section, the Special Servicer shall determine, in accordance with the Servicing
Standard, whether, based on its assessment of such additional Appraisal, any recalculation of the
Appraisal Reduction Amount is warranted and, if so warranted, shall recalculate such Appraisal
Reduction Amount based upon such additional Appraisal. If required by any such recalculation, the
Appraised-Out Class shall be reinstated as the Controlling Class. If an Appraised-Out Class shall
be reinstated as the Controlling Class pursuant to this paragraph, the Special Servicer shall
promptly notify the Master Servicer of the identity of the Controlling Class after such
reinstatement.



          Appraisals that are permitted to be presented by, or obtained by the Special Servicer at the
request of, holders of an Appraised-Out Class shall be in addition to any appraisals that the
Special Servicer may otherwise be required to obtain in accordance with the Servicing Standard or
this Agreement without regard to any appraisal requests made by any holder of an Appraised-Out
Class. The Special Servicer shall provide the Master Servicer with copies of any such additional
Appraisals.



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          If a Mortgage Loan is or becomes a Specially Serviced Mortgage Loan at the time of, or
subsequent to, the determination of an Appraisal Reduction Amount that results in the Controlling
Class becoming an Appraised-Out Class, and then becomes a Corrected Mortgage Loan and subsequently,
such Corrected Mortgage Loan again becomes a Specially Serviced Mortgage Loan, then the
Appraised-Out Class shall again have the right to obtain an appraisal of such Specially Serviced
Mortgage Loan as though it had not previously exercised such right.



          (b) In connection with any foreclosure, enforcement of the Loan Documents or other
acquisition, the Master Servicer in accordance with Section 3.20 of this Agreement shall
pay the out-of-pocket costs and expenses in any such proceedings as a Property Advance unless the
Master Servicer or Special Servicer determines, in its good faith judgment exercised in accordance
with the Servicing Standard, that such Advance would constitute a Nonrecoverable Advance (in which
case such costs shall be an expense of the Trust Fund and paid by the Master Servicer out of the
Collection Account). The Master Servicer shall be entitled to reimbursement of Advances (with
interest at the Advance Rate) made pursuant to the preceding sentence to the extent permitted by
Section 3.06(a)(ii) of this Agreement.



          Subject to Section 3.21 of this Agreement, if the Special Servicer elects to proceed
with a non-judicial foreclosure in accordance with the laws of the state where the Mortgaged
Property is located, the Special Servicer shall not be required to pursue a deficiency judgment
against the related Mortgagor or any other liable party if the laws of the state do not permit such
a deficiency judgment after a non-judicial foreclosure or if the Special Servicer determines, in
accordance with the Servicing Standard, that the likely recovery if a deficiency judgment is
obtained will not be sufficient to warrant the cost, time, expense and/or exposure of pursuing the
deficiency judgment and such determination is evidenced by an Officer’s Certificate delivered to
the Trustee, the Certificate Administrator, any Companion Loan Holder (with respect to any
Split-Loan) and, during a Subordinate Control Period or a Collective Consultation Period, the
Controlling Class Representative.



          Notwithstanding the foregoing, with respect to the requirement to obtain Appraisals and the
calculation of Appraisal Reduction Amounts with respect to any Split-Loan or any related REO
Property, and with respect to the rights of the related Companion Loan Holder in connection
therewith, the foregoing is subject to the terms and conditions set forth in the related
Intercreditor Agreement.




     (i) If title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of
foreclosure, the deed or certificate of sale shall be issued to the Trustee, to a co-trustee
or to its nominee (which shall not include the Master Servicer but may be a single member
limited liability company or limited partnership owned by the Trust and managed by the
Special Servicer) or a separate trustee or co-trustee on behalf of the Trustee as holder of
the Lower-Tier Regular Interests and on behalf of the holders of the Certificates and, if
applicable, and the related Companion Loan Holder. Notwithstanding any such acquisition of
title and cancellation of the related Mortgage Loan or Split-Loan, the related Mortgage Loan
shall (except for purposes of Section 9.01) be considered to be an REO Mortgage Loan
held in the Trust Fund and any related Companion Loan shall (except for purposes of
Section 9.01) be considered to be an REO Companion Loan held for the benefit of the
related Companion Loan Holder, in each case, until such time as the



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related REO Property shall be sold by the Trust Fund and, in each case, shall be
reduced only by collections net of expenses.



          (c) Notwithstanding any provision to the contrary, the Special Servicer shall not acquire for
the benefit of the Trust Fund any personal property pursuant to this Section 3.10 unless
either:




     (i) such personal property is (in the good faith judgment of the Special Servicer)
incident to real property (within the meaning of Code Section 856(e)(1)) so acquired by the
Special Servicer for the benefit of the Trust Fund; or




     (ii) the Special Servicer shall have requested and received an Opinion of Counsel
(which opinion shall be an expense of the Trust Fund) to the effect that the holding of such
personal property by the Trust Fund will not cause the imposition of a tax on any Trust
REMIC under the REMIC Provisions or cause any Trust REMIC to fail to qualify as a REMIC or
cause the Grantor Trust to fail to qualify as a grantor trust under subpart E, part I of
subchapter J of the Code for federal income tax purposes at any time that any Certificate is
outstanding.



          (d) Notwithstanding any provision to the contrary in this Agreement, neither the Special
Servicer nor the Master Servicer shall, on behalf of the Trust Fund or, if applicable, a Companion
Loan Holder, obtain title to any direct or indirect partnership or membership interest or other
equity interest in any Mortgagor pledged pursuant to any pledge agreement, unless the Master
Servicer or the Special Servicer shall have requested and received an Opinion of Counsel (which
opinion shall be an expense of the Trust Fund) to the effect that the holding of such partnership
or membership interest or other equity interest by the Trust Fund will not cause the imposition of
a tax on any Trust REMIC under the REMIC Provisions or cause any Trust REMIC to fail to qualify as
a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under subpart E, part I of
subchapter J of the Code for federal income tax purposes at any time that any Certificate is
outstanding.



          (e) Notwithstanding any provision to the contrary contained in this Agreement, the Special
Servicer shall not, on behalf of the Trust Fund, or, if applicable, a Companion Loan Holder, obtain
title to a Mortgaged Property as a result of or in lieu of foreclosure or otherwise, obtain title
to any direct or indirect partnership or membership interest in any Mortgagor pledged pursuant to a
pledge agreement and thereby be the beneficial owner of a Mortgaged Property, and shall not
otherwise acquire possession of, or take any other action with respect to, any Mortgaged Property
if, as a result of any such action, the Custodian, the Trustee, or the Trust Fund or the
Certificateholders or, if applicable, a Companion Loan Holder, would be considered to hold title
to, or be a mortgagee-in-possession of, or to be an “owner” or “operator” of such Mortgaged
Property within the meaning of the Comprehensive Environmental Response, Compensation and Liability
Act of 1980, as amended from time to time, or any comparable law, unless the Special Servicer has
previously determined in accordance with the Servicing Standard, based on an updated environmental
assessment report prepared by an Independent Person who regularly conducts environmental audits,
that:



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     (i) such Mortgaged Property is in compliance with applicable environmental laws or, if
not, after consultation with an environmental consultant, that it would be in the best
economic interest of the Trust Fund and, if applicable, any related Companion Loan
Holder(s), in accordance with the Servicing Standard, to take such actions as are necessary
to bring such Mortgaged Property in compliance therewith; and




     (ii) there are no circumstances present at such Mortgaged Property relating to the use,
management or disposal of any Hazardous Materials for which investigation, testing,
monitoring, containment, clean-up or remediation could be required under any currently
effective federal, state or local law or regulation, or that, if any such Hazardous
Materials are present for which such action could be required, after consultation with an
environmental consultant, it would be in the best economic interest of the Trust Fund and,
if applicable, any related Companion Loan Holder(s), in accordance with the Servicing
Standard, to take such actions with respect to the affected Mortgaged Property as could be
required by such law or regulation. If the environmental assessment first obtained by the
Special Servicer with respect to a Mortgaged Property indicates that such Mortgaged Property
may not be in compliance with applicable environmental laws or that Hazardous Materials may
be present but does not definitively establish such fact, the Special Servicer shall cause
such further environmental tests to be conducted by an Independent Person who regularly
conducts such tests as the Special Servicer shall deem prudent to protect the interests of
Certificateholders and, if applicable, the related Companion Loan Holders in accordance with
the Servicing Standard. Any such tests shall be deemed part of the environmental assessment
obtained by the Special Servicer for purposes of this Section 3.10.



          If the Special Servicer seeks to obtain title to a Mortgaged Property on behalf of the Trust
Fund and, if applicable, the related Companion Loan Holder(s), the Special Servicer may, in its
discretion, establish a single member limited liability company or limited partnership, 100% of the
equity interests in which are owned, directly or indirectly, through one or more single member
limited liability companies or limited partnerships by the Trust, to hold title to such Mortgaged
Property or to hold a Defaulted Mortgage Loan.



          (f) The environmental assessment contemplated by Section 3.10(e) of this Agreement
shall be prepared within three months of the determination that such assessment is required by any
Independent Person who regularly conducts environmental audits for purchasers of commercial
property where the Mortgaged Property is located, as determined by the Special Servicer in a manner
consistent with the Servicing Standard and, if applicable, any secured creditor impaired property
policy issued on or prior to the Closing Date with respect to any Mortgage Loan (including that the
environmental assessment identify any potential pollution conditions (as defined in the
environmental insurance policy) with respect to the related Mortgaged Property); provided
that no assessment contemplated by Section 3.10(e) of this Agreement shall be required if
an environmental assessment has been conducted within six months of the date the Trust acquired
title to the Mortgaged Property. The Master Servicer shall advance the cost of preparation of such
environmental assessments unless the Master Servicer or the Special Servicer determines, in its
good faith judgment, that such Advance would be a Nonrecoverable Advance (in which case such costs
shall be an expense of the Trust Fund and paid by the Master Servicer out of the Collection Account
(or in the case of a Split-Loan, the



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related Split-Loan Custodial Account)). The Master Servicer shall be entitled to
reimbursement of Advances (with interest at the Advance Rate) made pursuant to the preceding
sentence in the manner set forth in Section 3.06 of this Agreement. Copies of any
environmental assessment prepared pursuant to Section 3.10(e) of this Agreement shall be
provided to the Certificateholder of any Regular Certificates and, if applicable, the related
Companion Loan Holder(s) upon written request to the Special Servicer.




          (g) If the Special Servicer determines pursuant to Section 3.10(e)(i) of this
Agreement that a Mortgaged Property is not in compliance with applicable environmental laws but
that it is in the best economic interest of the Trust Fund and, if applicable, the related
Companion Loan Holder(s), in accordance with the Servicing Standard, to take such actions as are
necessary to bring such Mortgaged Property in compliance therewith, or if the Special Servicer
determines pursuant to Section 3.10(e)(ii) of this Agreement that the circumstances
referred to therein relating to Hazardous Materials are present but that it is in the best economic
interest of the Trust Fund and, if applicable, the related Companion Loan Holder(s), in accordance
with the Servicing Standard, to take such action with respect to the containment, clean-up or
remediation of Hazardous Materials affecting such Mortgaged Property as is required by law or
regulation, the Special Servicer shall take such action as it deems to be in the best economic
interest of the Trust Fund and, if applicable, the related Companion Loan Holder(s) in accordance
with the Servicing Standard. The Master Servicer shall pay the cost of any such compliance,
containment, clean-up or remediation from the Collection Account.



          (h) The Special Servicer shall notify the Master Servicer of any abandoned and/or foreclosed
properties which require reporting to the IRS and shall provide the Master Servicer with all
information regarding forgiveness of indebtedness and required to be reported with respect to any
Mortgage Loan or Companion Loan which is abandoned or foreclosed and the Master Servicer shall
report to the IRS and the related Mortgagor, in the manner required by applicable law, such
information and the Master Servicer shall report, via Form 1099C, all forgiveness of indebtedness
to the extent such information has been provided to the Master Servicer by the Special Servicer.
Upon request, the Master Servicer shall deliver a copy of any such report to the Trustee, the
Certificate Administrator and, if affected, to the related Companion Loan Holder(s).



          Section 3.11 Trustee and Certificate Administrator to Cooperate; Release of Mortgage
Files. Upon the payment in full of any Mortgage Loan or Split-Loan or the receipt by the
Master Servicer or the Special Servicer of a notification that payment in full has been escrowed in
a manner customary for such purposes, the Master Servicer or the Special Servicer shall immediately
notify the Trustee, the Certificate Administrator or the Custodian (and, if affected, the related
Companion Loan Holder(s)) by delivery of a certification (which certification shall include a
statement to the effect that all amounts received or to be received in connection with such payment
which are required to be deposited in the Collection Account pursuant to Section 3.05 of
this Agreement have been or will be so deposited) of a Servicing Officer and shall request delivery
to it of the Mortgage File. No expenses incurred in connection with any instrument of satisfaction
or deed of reconveyance shall be chargeable to the Trust Fund.



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          From time to time upon request of the Master Servicer or Special Servicer and delivery to the
Custodian of a Request for Release, the Certificate Administrator shall promptly cause the
Custodian to release the Mortgage File (or any portion thereof) designated in such Request for
Release to the Master Servicer or Special Servicer, as applicable. Upon return of the foregoing to
the Custodian, or in the event of a liquidation or conversion of the Mortgage Loan or Split-Loan
into an REO Property, receipt by the Trustee and the Certificate Administrator of a certificate of
a Servicing Officer stating that such Mortgage Loan or Split-Loan was liquidated and that all
amounts received or to be received in connection with such liquidation which are required to be
deposited into the Collection Account have been so deposited, or that such Mortgage Loan or
Split-Loan has become an REO Property, the Custodian shall deliver a copy of the Request for
Release to the Master Servicer or Special Servicer, as applicable.



          Within three (3) Business Days, after receipt of written certification of a Servicing Officer,
the Trustee shall execute and deliver to the Special Servicer any court pleadings, requests for
trustee’s sale or other documents prepared by the Special Servicer, its agents or attorneys,
necessary to the foreclosure or trustee’s sale in respect of a Mortgaged Property or to any legal
action brought to obtain judgment against any Mortgagor on the Mortgage Loan or Split-Loan, or to
obtain a deficiency judgment, or to enforce any other remedies or rights provided by the Loan
Documents or otherwise available at law or in equity. Each such certification shall include a
request that such pleadings or documents be executed by the Trustee and a statement as to the
reason such documents or pleadings are required, and that the execution and delivery thereof by the
Trustee will not invalidate or otherwise affect the lien of the Mortgage or other security
agreement, except for the termination of such a lien upon completion of the foreclosure or
trustee’s sale.



          Section 3.12 Servicing Fees, Certificate Administrator Fees and Special Servicing
Compensation.



          (a) As compensation for its activities hereunder, the Master Servicer shall be entitled, with
respect to each Mortgage Loan and REO Mortgage Loan and each Companion Loan and REO Companion Loan
that is included as part of a Split-Loan and each Collection Period, to the Servicing Fee, which
shall be payable from amounts on deposit in the Collection Account and/or, in the case of a
Split-Loan or portion thereof, the related Split-Loan Custodial Account as set forth in Section
3.06(a)(iv) and Section 3.06(a)(vii) and/or Section 3.06A of this Agreement, as
applicable. In addition, the Master Servicer shall be entitled to receive, as additional servicing
compensation, (i) 100% of any Modification Fees with respect to a modification, waiver, extension
or amendment of a non-Specially Serviced Mortgage Loan agreed to by the Master Servicer pursuant to
Section 3.24(h) of this Agreement that did not require the approval of the Special
Servicer, (ii) 50% of any Modification Fees with respect to a modification, waiver, extension or
amendment of a non-Specially Serviced Mortgage Loan agreed to by the Special Servicer pursuant to
Section 3.24 of this Agreement, (iii) 100% of any fee actually paid by a Mortgagor in
connection with a defeasance of a Mortgage Loan or a Split-Loan as contemplated under Section
3.09 of this Agreement, (iv) 50% of any Assumption Fees with respect to a non-Specially
Serviced Mortgage Loan, (v) Penalty Charges paid by the Mortgagors with respect to all Mortgage
Loans and Split-Loans other than Penalty Charges accrued during the period they are Specially
Serviced Mortgage Loans, but only to the extent such Penalty Charges on each such Mortgage Loan
exceed all accrued and unpaid or



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unreimbursed Advance Interest Amounts and any unpaid or unreimbursed Additional Trust Fund
Expenses (other than Special Servicing Fees, unpaid Workout Fees and Liquidation Fees) or Advance
Interest Amounts or Additional Trust Fund Expenses paid from a source other than Penalty Charges
from the Trust (other than Special Servicing Fees, unpaid Workout Fees and Liquidation Fees)
incurred with respect to the related Mortgage Loan, (vi) the aggregate Prepayment Interest Excess
in the related month, but only to the extent such amount is not required to be included in any
Compensating Interest Payment, in each case to the extent received and not required to be deposited
or retained in the Collection Account pursuant to Section 3.05 of this Agreement, (vii)
100% of Ancillary Fees (other than fees for insufficient or returned checks) with respect to
non-Specially Serviced Mortgage Loans, (viii) 50% of any assumption application fees actually
received from Mortgagors on non-Specially Serviced Mortgage Loans, (ix) 100% of Consent Fees with
respect to a non-Specially Serviced Mortgage Loan with respect to actions taken by the Master
Servicer pursuant to Section 3.24(h) of this Agreement, (x) 50% of any Consent Fees with
respect to a non-Specially Serviced Mortgage Loan agreed to by the Special Servicer, (xi) 100% of
fees for insufficient or returned checks actually received from Mortgagors on all Mortgage Loans
and (xii) 100% of any fees received in connection with syndications of tenant-in-common interest
processed, approved or closed by the Master Servicer under Section 3.09(e);
provided, however, that the Master Servicer shall not be entitled to apply or
retain any amounts described in clauses (i) through (iv) above as additional compensation with
respect to a specific Mortgage Loan if a default or event of default thereunder has occurred and is
continuing unless and until such default or event of default has been cured (or has been waived in
accordance with the terms of this Agreement) and all delinquent amounts required to have been paid
by the Mortgagor, all Advance Interest Amounts and all Additional Trust Fund Expenses (other than
Special Servicing Fees, Workout Fees and Liquidation Fees) due with respect to such Mortgage Loan
have been paid. The Master Servicer shall also be entitled pursuant to, and to the extent provided
for in Section 3.06(a)(iv), Section 3.06A and Section 3.07(b), to withdraw
from the Collection Account and any applicable Split-Loan Custodial Account and to receive from any
Mortgagor Accounts (to the extent not payable to the related Mortgagor under the related Loan
Documents or applicable law) any interest or other income earned on deposits therein.




          The right of the Master Servicer to receive the Servicing Fee may not be transferred in whole
or in part except in connection with the transfer of all of the Master Servicer’s responsibilities
and obligations under this Agreement.



          Except as otherwise provided herein, the Master Servicer shall pay all expenses incurred by it
in connection with its servicing activities hereunder, including all fees of any sub-servicers
retained by it.



          The Master Servicer shall not be entitled to retain any portion of Excess Interest paid on any
Mortgage Loan and shall use commercially reasonable efforts to collect Servicing Fees from each
related Mortgagor if and to the extent the related Loan Documents require the related Mortgagor to
pay such fees.



          (b) As compensation for its activities hereunder, on each Distribution Date the Certificate
Administrator shall be entitled to the Certificate Administrator Fee (including that portion which
is payable to the Trustee as the Trustee Fee with respect to each Mortgage Loan).



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Except as otherwise provided herein, the Certificate Administrator’s fee and the Trustee’s
fee, as applicable, includes all routine expenses of the Trustee, the Certificate Registrar, the
Paying Agent, the Certificate Administrator and the Authenticating Agent. Each of the Trustee’s
and Certificate Administrator’s rights to the Certificate Administrator Fee (including that portion
of the Certificate Administrator Fee that represents the Trustee Fee, which is payable to the
Trustee) may not be transferred in whole or in part except in connection with the transfer of all
of the Trustee’s or Certificate Administrator’s, as applicable, responsibilities and obligations
under this Agreement.




          (c) As compensation for its activities hereunder, the Special Servicer shall be entitled with
respect to each Specially Serviced Mortgage Loan (including each Companion Loan that is included as
part of a Split-Loan) and each Collection Period, to the Special Servicing Fee, which shall be
payable from amounts on deposit in the Collection Account and/or, in the case of a Split-Loan or
portion thereof, the related Split-Loan Custodial Account as set forth in Sections
3.06(a)(iv) and 3.06(a)(vii) and 3.06A. The Special Servicer’s rights to the
Special Servicing Fee may not be transferred in whole or in part except in connection with the
transfer of all of the Special Servicer’s responsibilities and obligations under this Agreement.
In addition, the Special Servicer shall be entitled to receive, as additional servicing
compensation, (i) 50% of any Modification Fees with respect to a modification, waiver, extension or
amendment of a non-Specially Serviced Mortgage Loan agreed to by the Special Servicer pursuant to
Section 3.24 of this Agreement, (ii) 100% of any Modification Fees with respect to a
modification, waiver, extension or amendment of a Specially Serviced Mortgage Loan agreed to by the
Special Servicer pursuant to Section 3.24 of this Agreement, (iii) 100% of any Assumption
Fees with respect to a Specially Serviced Mortgage Loan, (iv) 50% of any Assumption Fees with
respect to a non-Specially Serviced Mortgage Loan, (v) 100% of Ancillary Fees (other than fees for
insufficient or returned checks) and assumption application fees actually received from Mortgagors
on Specially Serviced Mortgage Loans, (vi) 50% of assumption application fees with respect to
non-Specially Serviced Mortgage Loans, (vii) 100% of Consent Fees with respect to a Specially
Serviced Mortgage Loan, (viii) 50% of any Consent Fees with respect to a non-Specially Serviced
Mortgage Loan agreed to by the Special Servicer, (ix) Penalty Charges paid by the Mortgagors with
respect to all Mortgage Loans and Split-Loans accrued during the period they are Specially Serviced
Mortgage Loans, but only to the extent such Penalty Charges on each such Mortgage Loan and
Split-Loan exceed all accrued and unpaid or unreimbursed Advance Interest Amounts and any unpaid or
unreimbursed Additional Trust Fund Expenses or Advance Interest Amounts or Additional Trust Fund
Expenses paid from a source other than Penalty Charges from the Trust (other than Special Servicing
Fees, unpaid Workout Fees and Liquidation Fees) incurred with respect to such Mortgage Loan or
Split-Loan, as applicable, (x) any interest or other income earned on deposits in the REO Accounts
and (xi) 100% of any fees received in connection with syndications of tenant-in-common interest,
processed, approved or closed by the Special Servicer under the last paragraph of 3.09(d).



          Except as otherwise provided herein, the Special Servicer shall pay all expenses incurred by
it in connection with its servicing activities hereunder.



          The Special Servicer shall also be entitled to additional servicing compensation in the form
of a Workout Fee with respect to each Corrected Mortgage Loan at the Workout Fee Rate on such
Mortgage Loan or Split-Loan for so long as it remains a Corrected Mortgage Loan.



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The Workout Fee with respect to any Corrected Mortgage Loan will cease to be payable if such
loan again becomes a Specially Serviced Mortgage Loan; provided that a new Workout Fee will
become payable if and when such Specially Serviced Mortgage Loan again becomes a Corrected Mortgage
Loan. If the Special Servicer is terminated (other than for cause) or resigns: (1) it shall retain
the right to receive any and all Workout Fees payable in respect of Mortgage Loans or Split-Loans
that became Corrected Mortgage Loans prior to the time of that termination or resignation except
those Workout Fees will no longer be payable if any such Mortgage Loan or Split-Loan subsequently
becomes a Specially Serviced Mortgage Loan; and (2) it will receive any Workout Fees payable on
Specially Serviced Mortgage Loans for which the resigning or terminated Special Servicer had
resolved the circumstances and/or conditions causing such Mortgage Loan to be a Specially Serviced
Mortgage Loan, but which had not as of the time the Special Servicer resigned or was terminated
become a Corrected Mortgage Loan solely because the Mortgagor had not had sufficient time to make
three (3) consecutive timely Monthly Payments and which subsequently becomes a Corrected Mortgage
Loan as a result of the Mortgagor making such three (3) consecutive timely Monthly Payments. In
either case, the successor special servicer will not be entitled to any portion of such Workout
Fees. The Special Servicer shall also be entitled to additional servicing compensation in the form
of a Liquidation Fee payable out of the Liquidation Proceeds prior to the deposit of the Net
Liquidation Proceeds in the Collection Account or the related Split-Loan Custodial Account, as
applicable. However, no Liquidation Fee will be payable in connection with, or out of, Liquidation
Proceeds as set forth in the definition of “Liquidation Fee” herein. Notwithstanding anything
herein to the contrary, the Special Servicer shall only be entitled to receive a Liquidation Fee or
a Workout Fee, but not both, with respect to any specific collections or proceeds on any Mortgage
Loan or Split-Loan. For purposes of the foregoing provisions of this Section 3.12(c), a
termination and removal of the Special Servicer under Section 6.08 of this Agreement shall
be deemed to constitute a termination without cause.




          The Special Servicer shall not be entitled to retain any portion of Excess Interest paid on
any Mortgage Loan and shall use commercially reasonable efforts to collect Special Servicing Fees
from each related Mortgagor if and to the extent the related Loan Documents require the related
Mortgagor to pay such fees.



          (d) The Master Servicer, Special Servicer, the Certificate Administrator, the Operating
Advisor and Trustee shall be entitled to reimbursement from the Trust Fund for the costs and
expenses incurred by them in the performance of their duties under this Agreement which are
“unanticipated expenses incurred by the REMIC” within the meaning of Treasury Regulations Section
1.860G-1(b)(3)(iii). Such expenses shall include, by way of example and not by way of limitation,
environmental assessments, Appraisals in connection with foreclosure, the fees and expenses of any
administrative or judicial proceeding and expenses expressly identified as reimbursable in
Section 3.06(a)(vii) of this Agreement.



          (e) No provision of this Agreement or of the Certificates shall require the Master Servicer,
the Special Servicer, the Operating Advisor, the Certificate Administrator or the Trustee to expend
or risk their own funds or otherwise incur any financial liability in the performance of any of
their duties hereunder or thereunder, or in the exercise of any of their rights or powers, if, in
the good faith judgment of the Master Servicer, Special Servicer, the Certificate Administrator,
the Operating Advisor or the Trustee, as the case may be, repayment



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of such funds would not be ultimately recoverable from late payments, Net Insurance Proceeds,
Net Liquidation Proceeds and other collections on or in respect of the Mortgage Loans or
Split-Loans, or (to the extent recovery is permitted from Split-Loan hereunder) from adequate
indemnity from other assets comprising the Trust Fund against such risk or liability.




          If the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating
Advisor or the Trustee receives a request or inquiry from a Mortgagor, any Certificateholder or any
other Person the response to which would, in the Master Servicer’s, the Special Servicer’s, the
Certificate Administrator’s, the Operating Advisor’s or the Trustee’s commercially reasonable
business judgment require the assistance of Independent legal counsel or other consultant to the
Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor or the
Trustee the cost of which would not be an expense of the Trust Fund hereunder, then the Master
Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor or the
Trustee, as the case may be, shall not be required to take any action in response to such request
or inquiry unless the Mortgagor or such Certificateholder or such other Person, as applicable,
makes arrangements for the payment of the Master Servicer’s, the Special Servicer’s, the
Certificate Administrator’s, the Operating Advisor’s or the Trustee’s expenses associated with such
counsel (including, without limitation, posting an advance payment for such expenses) satisfactory
to the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor
or the Trustee, as the case may be, in its respective sole discretion. Unless such arrangements
have been made, the Master Servicer, the Special Servicer, the Certificate Administrator, the
Operating Advisor or the Trustee, as the case may be, shall have no liability to any Person for the
failure to respond to such request or inquiry.



          Section 3.13 Compensating Interest Payments. The Master Servicer shall deliver to the
Certificate Administrator for deposit in the Lower-Tier Distribution Account on each Master
Servicer Remittance Date (subject, in the case of any Split-Loan, to the distribution described in
the last sentence of this paragraph), without any right of reimbursement therefor, a cash payment
in amount equal to the lesser of (a) the aggregate amount of Prepayment Interest Shortfalls
incurred in connection with Principal Prepayments received in respect of the Mortgage Loans and any
Companion Loans (other than (i) the Specially Serviced Mortgage Loans or (ii) any Mortgage Loan or
Companion Loan for which the Special Servicer has waived a prepayment restriction), other than
prepayments received in connection with the receipt of insurance proceeds or condemnation awards or
a court order, for the related Distribution Date, and (b) the aggregate of (i) its Servicing Fee up
to a maximum of 0.02% per annum for the related Distribution Date with respect to each Mortgage
Loan and each Companion Loan for which such Servicing Fees are being paid in respect of the
Collection Period and (ii) all Prepayment Interest Excesses and net investment earnings on the
Prepayment Interest Excesses with respect to the related Distribution Date; provided that
if a Prepayment Interest Shortfall occurs as a result of the Master Servicer’s allowing the
Mortgagor to deviate from the terms of the related Loan Documents regarding principal prepayments
(other than with respect to (1) a Specially Serviced Mortgage Loan or (2) any Mortgage Loan or
Companion Loan for which the Special Servicer has waived a prepayment restriction or in connection
with the receipt of insurance proceeds or condemnation awards or a court order) then the amount in
clause (b) of this sentence shall be replaced with the sum of (x) all Servicing Fees and Prepayment
Interest Excesses payable to the Master Servicer with respect to the Mortgage Loans and each
Companion Loan and any REO Mortgage Loans and any REO Companion Loans for the subject Collection
Period, inclusive of



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any portion thereof payable to a third-party primary servicer and (y) any investment income
earned on the related principal prepayment during such Collection Period while on deposit in the
Master Servicer’s Collection Account. With respect to any Split-Loan, the Master Servicer shall
deliver to the holder of the related Companion Loan a pro rata portion (based on the outstanding
principal balance of the related Mortgage Loan and Companion Loan) of the Compensating Interest
Payment made with respect to such Split-Loan.




          Section 3.14 Reserved.



          Section 3.15 Access to Certain Documentation. The Master Servicer and Special
Servicer shall provide to the Trustee, the Certificate Administrator, the Controlling Class
Representative (but only during a Subordinate Control Period or a Collective Consultation Period),
the Operating Advisor (with respect to the Master Servicer only during a Collective Consultation
Period or a Senior Consultation Period), the Underwriters, the Initial Purchasers, the Depositor,
any Certificateholders and any Companion Loan Holders that are, in the case of any
Certificateholder and any Companion Loan Holder, federally insured financial institutions, the
Federal Reserve Board, the FDIC and the OTS and the supervisory agents and examiners of such boards
and such corporations, and any other governmental or regulatory body to the jurisdiction of which
any Certificateholder or Companion Loan Holder is subject, access to the documentation regarding
the Mortgage Loans required by applicable regulations of the Federal Reserve Board, FDIC, OTS or
any such governmental or regulatory body, such access being afforded without charge but only upon
reasonable request and during normal business hours at the offices of the Master Servicer or
Special Servicer (which access shall be limited, in the case of a Companion Loan Holder or any
regulatory authority seeking such access in respect of a Companion Loan Holder, to records relating
to the related Companion Loan). Nothing in this Section 3.15 shall detract from the
obligation of the Master Servicer and Special Servicer to observe any applicable law prohibiting
disclosure of information with respect to the Mortgagors, and the failure of the Master Servicer
and Special Servicer to provide access as provided in this Section 3.15 as a result of such
obligation shall not constitute a breach of this Section 3.15.



          In connection with providing or granting any information or access pursuant to the prior
paragraph to a Certificateholder, a Companion Loan Holder or any regulatory authority that may
exercise authority over a Certificateholder or Companion Loan Holder, the Master Servicer and the
Special Servicer may each require payment from such Certificateholder or Companion Loan Holder of a
sum sufficient to cover the reasonable costs and expenses of providing such information or access,
including copy charges and reasonable fees for employee time and for space; provided that
no charge may be made if such information or access was required to be given or made available
without charge under applicable law. In connection with providing Certificateholders, beneficial
owners of Certificates or a Companion Loan Holder access to the information described in the
preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording
such access) a written confirmation executed by the requesting Person substantially in such form as
may be reasonably acceptable to the Master Servicer or the Special Servicer, as the case may be,
generally to the effect that such Person is a Holder of Certificates or a Beneficial Owner of book
entry Certificates or a Companion Loan Holder and will keep such information confidential.



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          Upon the reasonable request of any Certifying Certificateholder, the Master Servicer may
provide (or forward electronically) or make available (at the expense of such Certificateholder)
copies of any operating statements, rent rolls and financial statements obtained by the Master
Servicer or the Special Servicer.



          In addition, in connection with providing access to information pursuant to this Section
3.15, each of the Master Servicer and the Special Servicer may (i) affix a reasonable
disclaimer to any information provided by it for which it is not the original source (without
suggesting liability on the part of any other party hereto); (ii) affix to any information provided
by it a reasonable statement regarding securities law restrictions on such information and/or
condition access to information on the execution of a reasonable confidentiality agreement; (iii)
withhold access to confidential information or any intellectual property; and (iv) withhold access
to items of information contained in the Servicing File for any Mortgage Loan or Companion Loan if
the disclosure of such items would constitute a waiver of the attorney-client privilege.



          The Special Servicer shall, without charge, make a knowledgeable Servicing Officer available
via telephone to verbally answer questions from the Operating Advisor (during a Collective
Consultation Period or Senior Consultation Period), the Controlling Class Representative (during a
Subordinate Control Period or Collective Consultation Period), on a monthly basis, during regular
business hours at such time and for such duration as the Special Servicer, the Operating Advisor
(during any Collective Consultation Period and any Senior Consultation Period) and, during a
Subordinate Control Period or Collective Consultation Period, the Controlling Class Representative
shall reasonably agree, regarding the performance and servicing of the Mortgage Loans and/or
related REO Properties for which the Special Servicer is responsible. In any event, the Operating
Advisor and the Controlling Class Representative agree to identify for the Special Servicer in
advance (but at least five (5) Business Days prior to the related monthly conference) the
applicable Mortgage Loans (or Split-Loan) and/or REO Properties it intends to discuss. As a
condition to such disclosure, the Controlling Class Representative shall execute a confidentiality
agreement substantially in the form of Exhibit M-5 to this Agreement and an Investor
Certification.



          The Special Servicer shall deliver to the Operating Advisor, in electronic format, such
reports and other information produced or otherwise available to the Controlling Class
Representative or Certificateholders during any Collective Consultation Period or Senior
Consultation Period if the Operating Advisor has requested that the Special Servicer provide it
with such reports and information. The Operating Advisor shall only be required to make a request
for such reports and information one time after any particular Subordinate Control Period has ended
and any such request may be generic in nature, may relate to all such reports and information and
need not be specific to any particular set of reports or information.



          The Operating Advisor hereby agrees that it shall use the information provided to it by the
Special Servicer solely for purposes of performing its duties as Operating Advisor under the
Pooling and Servicing Agreement and shall not disclose such information to any other Person or
entity unless such information has the benefit of a Confidentiality Exception; provided
that such information may be disclosed to the auditors and regulators of the Operating Advisor.



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          Section 3.16 Title and Management of REO Properties.



          (a) If title to any Mortgaged Property is acquired for the benefit of Certificateholders (or,
with respect to a Split-Loan, for the benefit of the Certificateholders and the related Companion
Loan Holder) (either by the Trust Fund or by a single member limited liability company or limited
partnership, 100% of the equity interests in which are owned, directly or indirectly, by the Trust
through one or more single member limited liability companies or limited partnerships established
for that purpose) in foreclosure, by deed in lieu of foreclosure or upon abandonment or reclamation
from bankruptcy, the deed or certificate of sale shall be taken in the name of a nominee of the
Trustee (which shall not include the Master Servicer), or a separate trustee or co-trustee, on
behalf of the Trust Fund and any related Companion Loan Holder. The Special Servicer, on behalf of
the Trust Fund, shall sell any REO Property prior to the close of the third calendar year following
the year in which the Lower-Tier REMIC acquires ownership of such REO Property, within the meaning
of Treasury Regulations Section 1.856-6(b)(1), for purposes of Code Section 860G(a)(8), unless (i)
the IRS grants (or does not deny) an extension of time (an “REO Extension”) to sell such
REO Property or (ii) the Special Servicer, the Certificate Administrator, the Operating Advisor and
the Trustee receive an Opinion of Counsel, addressed to the Special Servicer, the Certificate
Administrator, the Operating Advisor and the Trustee, to the effect that the holding by the
Lower-Tier REMIC of such REO Property subsequent to the close of the third calendar year following
the year in which such acquisition occurred will not result in the imposition of taxes on
“prohibited transactions” (as defined in Code Section 860F) of any Trust REMIC, or cause any Trust
REMIC to fail to qualify as a REMIC at any time that any Lower-Tier Regular Interests or Regular
Certificates are outstanding. If the Special Servicer is granted (or is not denied) the REO
Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion
of Counsel contemplated by clause (ii) of the immediately preceding sentence, the Special Servicer
shall sell such REO Property within such longer period as is permitted by such REO Extension or
such Opinion of Counsel, as the case may be. Any expense incurred by the Special Servicer in
connection with its receiving the REO Extension contemplated by clause (i) of the second preceding
sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second
preceding sentence shall be an expense of the Trust Fund payable out of the Collection Account
pursuant to Section 3.06(a) of this Agreement. The Special Servicer, on behalf of the
Trust Fund, in accordance with the Servicing Standard and the terms of this Agreement and any
applicable Intercreditor Agreement, shall dispose of any REO Property held by the Trust Fund (i)
prior to the last day of such period (taking into account extensions) by which such REO Property is
required to be disposed of pursuant to the provisions of the immediately preceding sentence in a
manner provided under Section 3.17 of this Agreement and (ii) on the same terms and
conditions as if it were the owner of such REO Property. The Special Servicer shall manage,
conserve, protect and operate each REO Property for the Certificateholders and, if applicable, the
related Companion Loan Holder (in accordance with the Servicing Standard), solely for the purpose
of its prompt disposition and sale in a manner which does not cause such REO Property to fail to
qualify as “foreclosure property” within the meaning of Code Section 860G(a)(8) or result in the
receipt by the Trust Fund of any “income from non-permitted assets” within the meaning of Code
Section 860F(a)(2)(B) or (i) endanger the status of any Trust REMIC as a REMIC or (ii) result in
the imposition of a tax upon any Trust REMIC or the Trust Fund.



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          (b) The Special Servicer shall have full power and authority, subject only to the specific
requirements and prohibitions of this Agreement, to do any and all things in connection with any
REO Property as are consistent with the Servicing Standard and the terms of this Agreement and any
applicable Intercreditor Agreement, all on such terms and for such period as the Special Servicer
deems to be in accordance with the Servicing Standard, and, in connection therewith, the Special
Servicer shall only agree to the payment of management fees that are consistent with general market
standards or to terms that are more favorable. Consistent with the foregoing, the Special Servicer
shall cause or permit to be earned with respect to such REO Property any “net income from
foreclosure property,” within the meaning of Code Section 860G(c), which is subject to tax under
the REMIC Provisions only if it has determined, and has so advised the Certificate Administrator in
writing, that the earning of such income on a net after-tax basis could reasonably be expected to
result in a greater recovery on behalf of Certificateholders and, if applicable, the related
Companion Loan Holder (in accordance with the Servicing Standard) than an alternative method of
operation or rental of such REO Property that would not be subject to such a tax. The Special
Servicer shall segregate and hold all revenues received by it with respect to any REO Property
separate and apart from its own funds and general assets and shall establish and maintain with
respect to any REO Property a segregated custodial account (each, an “REO Account”), each
of which shall be an Eligible Account and shall be entitled “LNR Partners, LLC, as Special
Servicer, in trust for Citibank, N.A., as Trustee, in trust for Holders of CFCRE Commercial
Mortgage Trust 2011-C2 Commercial Mortgage Pass-Through Certificates, Series 2011-C2 and the
Companion Loan Holder REO Account.” The Special Servicer shall be entitled to withdraw for its
account any interest or investment income earned on funds deposited in an REO Account to the extent
provided in Section 3.07(b) of this Agreement. The Special Servicer shall deposit or cause
to be deposited in the REO Account within one (1) Business Day after receipt all revenues received
by it with respect to any REO Property (other than Liquidation Proceeds, which shall be remitted to
the Collection Account), and shall withdraw therefrom funds necessary for the proper operation,
management and maintenance of such REO Property and for other Property Protection Expenses with
respect to such REO Property, including:




     (i) all insurance premiums due and payable in respect of any REO Property;




     (ii) all real estate taxes and assessments in respect of any REO Property that may
result in the imposition of a lien thereon;




     (iii) all costs and expenses reasonable and necessary to protect, maintain, manage,
operate, repair and restore any REO Property including, if applicable, the payments of any
ground rents in respect of such REO Property; and




     (iv) any taxes imposed on any Trust REMIC in respect of net income from foreclosure
property in accordance with Section 4.05 of this Agreement.



          To the extent that such REO Proceeds are insufficient for the purposes set forth in clauses
(i) through (iv) above and the Special Servicer has provided written notice of such shortfall to
the Master Servicer at least five (5) Business Days (or, in an emergency situation or on an urgent
basis, two (2) Business Days, provided that the written notice sets forth the nature of the
emergency or the basis of the urgency) prior to the date that such amounts are due, the



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Master Servicer shall Advance the amount of such shortfall unless the Master Servicer or
Special Servicer determines, in its good faith judgment, that such Advance would be a
Nonrecoverable Advance (in which case such costs shall be an expense of the Trust Fund and paid by
the Master Servicer out of the Collection Account). If the Master Servicer does not make any such
Advance in violation of the immediately preceding sentence, the Trustee shall make such Advance
unless the Trustee or Special Servicer determines that such Advance would be a Nonrecoverable
Advance. The Trustee shall be entitled to rely, conclusively, on any determination by the Master
Servicer that an Advance, if made, would be a Nonrecoverable Advance. The Trustee, in determining
whether or not a proposed Advance would be a Nonrecoverable Advance, shall use its commercially
reasonable business judgment. The Master Servicer or the Trustee, as applicable, shall be entitled
to reimbursement of such Advances (with interest at the Advance Rate) made pursuant to the
preceding sentence, to the extent set forth in Section 3.06 and/or, if applicable,
Section 3.06A of this Agreement. The Special Servicer shall withdraw from each REO Account
and remit to the Master Servicer for deposit into the Collection Account or for a Split-Loan, the
related Split-Loan Custodial Account, on a monthly basis prior to the related Master Servicer
Remittance Date the Net REO Proceeds received or collected from each REO Property during the
related Prepayment Period, except that in determining the amount of such Net REO Proceeds, the
Special Servicer may retain in each REO Account reasonable reserves for repairs, replacements and
necessary capital improvements and other related expenses. Notwithstanding the foregoing, the
Special Servicer shall not:





     (i) permit the Trust Fund to enter into, renew or extend any New Lease, if the New
Lease by its terms will give rise to any income that does not constitute Rents from Real
Property;




     (ii) permit any amount to be received or accrued under any New Lease, other than
amounts that will constitute Rents from Real Property;




     (iii) authorize or permit any construction on any REO Property, other than the repair
or maintenance thereof or the completion of a building or other improvement thereon, and
then only if more than ten percent of the construction of such building or other improvement
was completed before default on the related Mortgage Loan or Split-Loan became imminent, all
within the meaning of Code Section 856(e)(4)(B); or




     (iv) Directly Operate or allow any Person to Directly Operate any REO Property on any
date more than 90 days after its date of acquisition by the Trust Fund, unless such Person
is an Independent Contractor;


unless, in any such case, the Special Servicer has requested and received an Opinion of Counsel
addressed to the Special Servicer, the Certificate Administrator and the Trustee (which opinion
shall be an expense of the Trust Fund) to the effect that such action will not cause such REO
Property to fail to qualify as “foreclosure property” within the meaning of Code Section 860G(a)(8)
(determined without regard to the exception applicable for purposes of Code Section 860D(a)) at any
time that it is held by the Trust Fund, in which case the Special Servicer may take such actions as
are specified in such Opinion of Counsel.







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          The Special Servicer shall be required to contract with an Independent Contractor, the fees
and expenses of which shall be an expense of the Trust Fund and payable out of REO Proceeds, for
the operation and management of any REO Property, within 90 days of the Trust Fund’s acquisition
thereof (unless the Special Servicer shall have provided the Trustee and the Certificate
Administrator with an Opinion of Counsel that the operation and management of any REO Property
other than through an Independent Contractor shall not cause such REO Property to fail to qualify
as “foreclosure property” within the meaning of Code Section 860G(a)(8)) (which opinion shall be an
expense of the Trust Fund), provided that:




     (i) the terms and conditions of any such contract shall be reasonable and customary for
the area and type of property and shall not be inconsistent herewith;




     (ii) any such contract shall require, or shall be administered to require, that the
Independent Contractor pay all costs and expenses incurred in connection with the operation
and management of such REO Property, including those listed above, and remit all related
revenues (net of such costs and expenses) to the Special Servicer as soon as practicable,
but in no event later than thirty days following the receipt thereof by such Independent
Contractor;




     (iii) none of the provisions of this Section 3.16(b) relating to any such
contract or to actions taken through any such Independent Contractor shall be deemed to
relieve the Special Servicer of any of its duties and obligations to the Trust Fund or the
Trustee on behalf of the Certificateholders and, if applicable, the related Companion Loan
Holder with respect to the operation and management of any such REO Property; and




     (iv) the Special Servicer shall be obligated with respect thereto to the same extent as
if it alone were performing all duties and obligations in connection with the operation and
management of such REO Property.



          The Special Servicer shall be entitled to enter into any agreement with any Independent
Contractor performing services for it related to its duties and obligations hereunder for
indemnification of the Special Servicer by such Independent Contractor, and nothing in this
Agreement shall be deemed to limit or modify such indemnification.



          (c) When and as necessary, the Special Servicer shall send to the Trustee, the Certificate
Administrator and the related Companion Loan Holder a statement prepared by the Special Servicer
setting forth the amount of net income or net loss, as determined for federal income tax purposes,
resulting from the operation and management of a trade or business on, the furnishing or rendering
of a non-customary service to the tenants of, or the receipt of any other amount not constituting
Rents from Real Property in respect of, any REO Property in accordance with Section 3.16(a)
and Section 3.16(b) of this Agreement.



          Section 3.17 Sale of Defaulted Mortgage Loans and REO Properties.



          (a) The parties hereto may sell or purchase, or permit the sale or purchase of, a Mortgage
Loan only (i) on the terms and subject to the conditions set forth in this Section 3.17,
(ii) as otherwise expressly provided in or contemplated by Section 2.03 and Section
9.01 of this Agreement, or (iii) (A) in the case of a Mortgage Loan related to a Split-Loan in
accordance with



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and subject to the provisions of the related Intercreditor Agreement and Section 3.27
of this Agreement and (B) in the case of a Mortgage Loan with a related mezzanine loan, in
accordance with and subject to the provisions of the related intercreditor agreement.




          (b) For a period of 90 days following a Mortgage Loan or Split-Loan becoming a Defaulted
Mortgage Loan (an “Exclusive Purchase Option Period”), the majority Certificateholder of
the Controlling Class and the Special Servicer (and their assigns) shall have the exclusive option
to purchase such Defaulted Mortgage Loan (in the case of a Defaulted Mortgage Loan that is a
Split-Loan, only together with the related Pari Passu Companion Loan) at a price equal to the Par
Option Purchase Price (a “Par Purchase Option”) (which option shall be exercisable by
whichever party first provides written notice of its intent to exercise the option to the Trustee,
the Certificate Administrator, the Operating Advisor, the Master Servicer and the Special Servicer
or, if both parties provided notice to such parties on the same day, the Special Servicer). Any
such party that exercises such Par Purchase Option shall be required to purchase the Defaulted
Mortgage Loan within ten (10) Business Days of such exercise. Upon the expiration of such
Exclusive Purchase Option Period, subject to Section 3.17(l) of this Agreement, (i) the Par
Purchase Option will continue to be outstanding until the earlier to occur of (a) the Mortgage Loan
or Split-Loan no longer being a Defaulted Mortgage Loan, or (b) sale of the Defaulted Mortgage
Loan, and (ii) if the Special Servicer determines that attempting to sell the Defaulted Mortgage
Loan is an appropriate action to take in accordance with the Servicing Standard, the Special
Servicer shall use reasonable efforts to solicit or receive offers for the Defaulted Mortgage Loan
(in the case of a Defaulted Mortgage Loan that is a Split-Loan, only together with the related Pari
Passu Companion Loan) on behalf of the Certificateholders and any holder of a related Pari Passsu
Companion Loan in such manner as will be reasonably likely to realize a fair price (which may
include, but not be limited to, single or group loan sales through loan sale brokers and auction
companies, including online auction services and receipt of unsolicited offers) and, subject to (x)
the terms and conditions of this Section 3.17 and (y) the prior right of the Par Purchase
Option, accept from any person the highest cash bid received in the solicitation process within the
time frame set for such process by the Special Servicer that constitutes a fair price for the
Defaulted Mortgage Loan. If the Special Servicer receives an unsolicited offer that it deems to be
a fair price for the Defaulted Mortgage Loan, the Special Servicer will not be obligated to solicit
other offers. During any Subordinate Control Period, any sale of a Defaulted Mortgage Loan for an
amount less than the applicable Par Option Purchase Price shall be subject to the consent of the
Controlling Class Representative. The Par Purchase Option will terminate upon the Trustee (or the
Special Servicer on its behalf) entering into a binding purchase and sale agreement with the
prospective purchaser of the related Defaulted Mortgage Loan; provided that the sale of
such Defaulted Mortgage Loan is ultimately consummated under such agreement.



          (c) The Special Servicer shall give the Trustee, the Certificate Administrator, the Master
Servicer, the Controlling Class Representative (during a Subordinate Control Period or Collective
Consultation Period) and the Operating Advisor (during a Collective Consultation Period or Senior
Consultation Period) not less than three (3) Business Days’ prior written notice of its intention
to sell any Defaulted Mortgage Loan. No Interested Person shall be obligated to submit a bid to
purchase any Defaulted Mortgage Loan, and notwithstanding anything to the contrary contained
herein, neither the Trustee, in its individual capacity, nor any of its Affiliates may bid for or
purchase any Defaulted Mortgage Loan pursuant hereto.



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          (d) Whether any cash bid constitutes a fair price for any Defaulted Mortgage Loan for purposes
of Section 3.17(b) of this Agreement shall be determined (x) by the Special Servicer, if
the highest bidder is a Person other than an Interested Person as evidenced by a certification from
such bidder, and (y) by the Trustee, if the highest bidder is an Interested Person (except in the
case of the exercise of a Par Purchase Option by an Interested Person); provided,
however, that no bid from an Interested Person shall constitute a fair price unless (i) it
is equal to or greater than the Par Option Purchase Price or (ii) (a) it is the highest bid
received and (b) at least two other bids are received from independent third parties (unless having
solicited such bids, less than two other bids have been received). In all cases under this
Agreement, in determining whether any offer received from an Interested Person represents a fair
price for any Defaulted Mortgage Loan, the Trustee shall be supplied with and shall rely on, among
other factors, (i) the bid amounts received, (ii) the most recent Appraisal or updated Appraisal
conducted in accordance with this Agreement within the preceding nine (9) month period or, in the
absence of any such Appraisal, on a new Appraisal, (iii) the conditions, costs, risks and expenses
relating to selling a mortgage note rather than real property and (iv) the period and amount of any
delinquency on the affected Mortgage Loan (or Split-Loan), the occupancy level and physical
condition of the related Mortgaged Property and the state of the local economy. The Appraiser
conducting any such new appraisal shall be an Appraiser selected by the Special Servicer if no
Interested Person thereof with respect to a Defaulted Mortgage Loan is bidding, and selected by the
Trustee if an Interested Person is so bidding. The cost of any such narrative appraisal shall be
covered by, and shall be reimbursable as, a Property Advance. In determining whether any such
offer from a Person other than an Interested Person constitutes a fair price for any such Defaulted
Mortgage Loan, the Special Servicer shall take into account (in addition to the results of any
Appraisal, updated Appraisal or narrative appraisal that it may have obtained pursuant to this
Agreement within the prior nine (9) months), among other factors, (i) the bid amounts received,
(ii) the conditions, costs, risks and expenses relating to selling a mortgage note rather than real
property and (iii) the period and amount of any delinquency on the affected Mortgage Loan (or
Split-Loan), the occupancy level and physical condition of the related Mortgaged Property and the
state of the local economy. Notwithstanding any other provision to the contrary in this Agreement,
the Par Option Purchase Price for any Defaulted Mortgage Loan shall in all cases be deemed a fair
price.



          (e) Subject to the rights of a Companion Loan Holder under any applicable Intercreditor
Agreement and a holder of a mezzanine loan under any mezzanine intercreditor agreement to purchase
a Mortgage Loan, unless and until a Defaulted Mortgage Loan is sold pursuant to this Section, the
Special Servicer shall continue to service and administer the Mortgage Loan or Split-Loan in
accordance with the Servicing Standard and this Agreement and shall pursue such other resolutions
or recovery strategies including workout, foreclosure or sale of such Mortgage Loan, as is
consistent with this Agreement and the Servicing Standard.



          (f) Any sale of a Mortgage Loan pursuant to this Section 3.17 shall be for cash only.
The purchase price for any Mortgage Loan purchased under this Section 3.17 shall be
received by the Special Servicer and forwarded to the Master Servicer for deposit into the
Collection Account, or with respect to a Split-Loan, the related Split-Loan Custodial Account, and
the Certificate Administrator shall release or cause to be released to the purchaser of the
Mortgage Loan the related Mortgage File, and shall execute and deliver (or the Special Servicer on
behalf of the Trustee shall execute and deliver) such instruments of transfer or assignment, in



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each case without recourse, as shall be necessary to vest in such purchaser ownership of such
Mortgage Loan. In connection with any such purchase, the Special Servicer and the Master Servicer
shall deliver the related Servicing File (to the extent either has possession of such file) to such
purchaser.




          (g) The parties hereto may sell or purchase, or permit the sale or purchase of, an REO
Property only on the terms and subject to the conditions set forth in this Section 3.17.



          (h) The Special Servicer shall use reasonable efforts to solicit or receive offers for each
REO Property on behalf of the Certificateholders and any applicable Companion Loan Holder in
accordance with the Servicing Standard and in such manner as will be reasonably likely to realize a
fair price within the time period specified by Section 3.16 of this Agreement. Subject to
Section 3.17(l) of this Agreement, the Special Servicer shall accept from any Person the
highest cash bid received in the solicitation process within the time frame set for such process by
the Special Servicer that constitutes a fair price (which may include, but not be limited to,
single or group property sales through brokers and auction companies, including online auction
services and receipt of unsolicited offers) for such REO Property. If the Special Servicer
receives an unsolicited offer that it deems to be a fair price for such REO Property, the Special
Servicer will not be obligated to solicit other offers. If the Special Servicer determines, in its
good faith and reasonable judgment, that it will be unable to realize a fair price for any REO
Property within the time constraints imposed by Section 3.16 of this Agreement, then the
Special Servicer shall dispose of such REO Property upon such terms and conditions as the Special
Servicer shall deem necessary and desirable to maximize the recovery thereon under the
circumstances and, in connection therewith, shall accept the highest outstanding cash bid,
regardless from whom received. The Liquidation Proceeds (net of related Liquidation Expenses) for
any REO Property purchased hereunder shall be deposited in the Collection Account or, if
applicable, the related Split-Loan Custodial Account.



          (i) The Special Servicer shall give the Trustee, the Certificate Administrator, the Master
Servicer, the Controlling Class Representative (during a Subordinate Control Period or Collective
Consultation Period) and the Operating Advisor (during a Collective Consultation Period or Senior
Consultation Period) not less than three (3) Business Days’ prior written notice of its intention
to sell any REO Property. No Interested Person shall be obligated to submit a bid to purchase any
REO Property, and notwithstanding anything to the contrary contained herein, neither the Trustee,
in its individual capacity, nor any of its Affiliates may bid for or purchase any REO Property
pursuant hereto.



          (j) Whether any cash bid constitutes a fair price for any REO Property for purposes of
Section 3.17 of this Agreement shall be determined (x) by the Special Servicer, if the
highest bidder is a Person other than an Interested Person as evidenced by a certification from
such bidder, and (y) by the Trustee, if the highest bidder is an Interested Person (except in the
case of a purchase by an Interested Person at a price equal to or greater than the Par Option
Purchase Price); provided, however, that no bid from an Interested Person shall
constitute a fair price unless (i) it is equal to or greater than the Par Option Purchase Price or
(ii)(a) it is the highest bid received and (b) at least two other bids are received from
independent third parties (unless having solicited such bids, less than two other bids have been
received). In determining whether any offer received from an Interested Person represents a fair
price for any such REO



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Property, the Trustee shall be supplied with and shall rely on, among other factors, (i) the
bid amounts received, (ii) the most recent Appraisal or updated Appraisal conducted in accordance
with this Agreement within the preceding nine (9) month period or, in the absence of any such
Appraisal, on a new Appraisal, (iii) the occupancy level and physical condition of the related
Mortgaged Property and the state of the local economy. The Appraiser conducting any such new
appraisal shall be an Appraiser selected by the Special Servicer if no Interested Person is bidding
with respect to an REO Property and selected by the Trustee if an Interested Person is so bidding.
The cost of any such narrative appraisal shall be covered by, and shall be reimbursable as, a
Property Advance. In determining whether any such offer from a Person other than an Interested
Person constitutes a fair price for any such REO Property, the Special Servicer shall take into
account (in addition to the results of any Appraisal, updated Appraisal or narrative appraisal that
it may have obtained pursuant to this Agreement within the prior nine (9) months) among other
factors, (i) the bid amounts received and (ii) the occupancy level and physical condition of the
related Mortgaged Property and the state of the local economy. Notwithstanding any other provision
contrary in this Agreement, the Par Option Purchase Price for any REO Property shall in all cases
be deemed a fair price.




          (k) Subject to the other terms and conditions of this Section 3.17, the Special
Servicer shall act on behalf of the Trust Fund and any applicable Companion Loan Holder in
accordance with the Servicing Standard in negotiating and taking any other action necessary or
appropriate in connection with the sale of any Defaulted Mortgage Loan or REO Property, and the
collection of all amounts payable in connection therewith. In connection therewith, the Special
Servicer may charge prospective offerors, and may retain, fees that approximate the Special
Servicer’s actual costs in the preparation and delivery of information pertaining to such sales or
exchanging offers without obligation to deposit such amounts into the Collection Account or the
applicable Split-Loan Custodial Account. The Special Servicer may hire a loan sale specialist to
act as a broker for the sale of a Defaulted Mortgage Loan or an REO Property. Such loan sale
specialist may be an Affiliate of the Special Servicer provided that the fees charged by such
Affiliate are comparable to the then market rate charged by third parties for the same service.
Any sale of any Defaulted Mortgage Loan or REO Property shall be final and without recourse to the
Trustee, the Certificate Administrator, the Trust Fund or any applicable Companion Loan Holder
(except such recourse to the Trust Fund or any applicable Companion Loan Holder imposed by those
representations and warranties typically given in such transactions (which representations and
warranties, in the case of a sale of an REO Property shall be limited to those necessary to convey
title to the real property by special warranty deed), any appropriations applied thereto and any
customary closing matters), and if such sale is consummated in accordance with the terms of this
Agreement, none of the Special Servicer, the Master Servicer, the Depositor, the Certificate
Administrator or the Trustee shall have any liability to any Certificateholder with respect to the
purchase price therefor accepted by the Special Servicer or the Trustee.



          (l) Notwithstanding any of the foregoing paragraphs of this Section 3.17, (i) the
Special Servicer shall not be obligated to accept the highest cash offer with respect to a
Defaulted Mortgage Loan or an REO Property if the Special Servicer determines (in consultation with
the Controlling Class Representative during a Subordinate Control Period or Collective Consultation
Period and the Operating Advisor during a Collective Consultation Period or Senior Consultation
Period) that rejection of such offer would be in accordance with the Servicing



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Standard and the Special Servicer may accept a lower cash offer (from any Person other than
itself or an Affiliate) if it determines that acceptance of such offer would be in accordance with
the Servicing Standard (for example, if the prospective buyer making the lower offer is more likely
to perform its obligations or the terms offered by the prospective buyer making the lower offer are
more favorable) and (ii) the Trustee will not be required to confirm the highest cash offer as a
fair price if the Trustee determines in its commercially reasonable judgment that rejection of such
offer would be in the best interests of the Certificateholders and, in the case of a Split-Loan,
the related Companion Loan Holder (as a collective whole as if such Certificateholders and, if
applicable, the related Companion Loan Holder constituted a single lender), and the Trustee may
confirm a lower cash offer as the fair price if it determines in its commercially reasonable
judgment that acceptance of such offer would be in the best interests of the Certificateholders
and, in the case of a Split-Loan, the related Companion Loan Holder (as a collective whole as if
such Certificateholders and, if applicable, the related Companion Loan Holder constituted a single
lender) (for example, if the prospective buyer making the lower offer is more likely to perform its
obligations or the terms offered by the prospective buyer making the lower offer are more
favorable).




          (m) In no event shall the Trust Fund or the Trustee, the Master Servicer or the Special
Servicer on the Trustee’s behalf purchase, or pay or advance costs to purchase, any Companion Loan
or any Mortgage Loan.



          (n) Notwithstanding anything to the contrary herein, any purchase of a Defaulted Mortgage Loan
or REO Property pursuant to this Section 3.17 shall be subject to the cure and purchase
rights of, in each case if applicable, any Companion Loan Holder as set forth in a related
Intercreditor Agreement and any holder of a related mezzanine loan as set forth in the related
intercreditor agreement. The Special Servicer shall determine the price to be paid in accordance
with the terms of the related Intercreditor Agreement or the related mezzanine loan intercreditor
agreement in connection with any such purchase rights in favor of a Companion Loan Holder or
mezzanine loan holder and shall provide such notices to the applicable Companion Loan Holder or the
holder of a related mezzanine loan as are required by the related Intercreditor Agreement or the
related mezzanine loan intercreditor agreement in connection with each such holders’ purchase
rights.



          Section 3.18 Additional Obligations of the Master Servicer; Inspections; Obligation to
Notify Ground Lessors; Delivery of Certain Reports to the Companion Loan Holder.



          (a) The Master Servicer (or, with respect to Specially Serviced Mortgage Loans and REO
Properties, the Special Servicer) shall inspect or cause to be inspected each Mortgaged Property at
such times and in such manner as are consistent with the Servicing Standard, but in any event at
least once every calendar year with respect to such Mortgaged Property relating to Mortgage Loans
with an outstanding principal balance of $2,000,000 or more and at least once every other calendar
year with respect to such Mortgaged Property relating to Mortgage Loans with an outstanding
principal balance of less than $2,000,000, in each case commencing in 2012; provided that
the Master Servicer is not required to inspect any Mortgaged Property that has been inspected by
the Special Servicer during the preceding twelve (12) months. If any Mortgage Loan or Split-Loan
becomes a Specially Serviced Mortgage Loan,




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the related Mortgaged Property shall be inspected by the Special Servicer as soon as
practicable and thereafter at least every twelve (12) months for so long as such condition exists.
The cost of any annual inspection, or bi-annual inspection, as the case may be, shall be borne by
the Master Servicer unless the related Mortgage Loan or Split-Loan is a Specially Serviced Mortgage
Loan. The cost of any inspection of a Specially Serviced Mortgage Loan shall be treated as a
Property Advance (or as an expense of the Trust Fund and paid by the Master Servicer out of the
Collection Account if such Property Advance would be a Nonrecoverable Advance) and any
out-of-pocket costs incurred with respect to such inspection shall be borne by the Trust Fund.




          (b) The Master Servicer shall, as to each Mortgage Loan which is secured by the interest of
the related Mortgagor under a Ground Lease, even if the corresponding fee interest is encumbered,
promptly (and in any event within 60 days following the later of the Closing Date or its receipt of
a copy of the Ground Lease) notify the related ground lessor of the transfer of such Mortgage Loan
to the Trust Fund pursuant to this Agreement and inform such ground lessor that any notices of
default under the related Ground Lease should thereafter be forwarded to the Master Servicer.



          (c) As and to the extent required by the terms of any related Intercreditor Agreement, the
Master Servicer and the Special Servicer shall each promptly prepare or cause to be prepared and
deliver to each applicable Companion Loan Holder a written report, prepared in the manner set forth
in Section 4.02, of each inspection performed by it with respect to the related Mortgaged
Properties.



          (d) The Master Servicer shall promptly deliver to each applicable Companion Loan Holder,
provide electronically or make available: (i) copies of operating statements and rent rolls; (ii)
annual CREFC NOI Adjustment Worksheets (with annual operating statements as exhibits); and (iii)
annual CREFC Operating Statement Analysis Reports, in each case prepared, received or obtained by
it pursuant to this Agreement with respect to the Mortgaged Properties securing the Companion Loan.



          Section 3.19 Lock-Box Accounts, Escrow Accounts.



          The Master Servicer shall administer each Lock-Box Account and Escrow Account in accordance
with the related Mortgage or Loan Agreement or Lock-Box Agreement, if any, and administer any
letters of credit pursuant to the related letter of credit agreement and the Loan Documents. If a
Lock-Box Account or Escrow Account is maintained by the Master Servicer and (i) such account is an
“Eligible Account” (except to the extent the related Mortgage Loan requires it to be held in an
account that is not an Eligible Account), (ii) no Event of Default with respect to the Master
Servicer has occurred and (iii) no servicer, lender, clearing, deposit or escrow account bank or
any of their respective agents is in default under any applicable cash management provisions of the
applicable Loan Documents beyond any applicable grace or cure periods, then, to the extent not
inconsistent with the terms of the related Loan Documents, no such Lock-Box Account or Escrow
Account shall be be moved to a different banking institution without the Master Servicer’s prior
consent.



          Notwithstanding the foregoing, to the extent that any cash amounts are held in an Escrow
Account and the mortgagee under the related Loan Documents is permitted, but not



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required, to apply such amounts to prepay the related Mortgage Loan (or the Split-Loan), neither the Master Servicer
nor the Special Servicer shall apply such amounts to prepay the Mortgage Loan (or the Split-Loan)
until after the occurrence of an event of default under the Mortgage Loan that may result in the
Mortgage Loan (or the Split-Loan) being accelerated or becoming a Specially Serviced Mortgage Loan.




          Section 3.20 Property Advances.



          (a) The Master Servicer (or, to the extent provided in Section 3.20(b) of this
Agreement, the Trustee) shall make any Property Advances as and to the extent otherwise required
pursuant to the terms hereof. The Special Servicer shall give the Master Servicer, the Trustee and
any applicable Companion Loan Holder not less than five (5) (or, in the case of emergency advances
pursuant to Section 3.20(e) of this Agreement, two (2)) Business Days’ written notice
before the date on which the Master Servicer is requested to make any Property Advance with respect
to a given Specially Serviced Mortgage Loan or REO Property. In addition, the Special Servicer
shall provide the Master Servicer and the Trustee with such information in its possession as the
Master Servicer or the Trustee, as applicable, may reasonably request to enable the Master Servicer
or the Trustee, as applicable, to determine whether a requested Property Advance would constitute a
Nonrecoverable Advance. Any such notice by the Special Servicer to the Master Servicer of a
required Property Advance shall be deemed to be a determination by the Special Servicer that such
requested Property Advance is not a Nonrecoverable Property Advance, and the Master Servicer shall
be entitled to conclusively rely on such determination. Although the Special Servicer may
determine whether a Property Advance is a Nonrecoverable Property Advance, the Special Servicer
shall have no right to make an affirmative determination that any Property Advance to be made (or
contemplated to be made) by the Master Servicer or the Trustee is, or would be, recoverable. In
the absence of a determination by the Special Servicer that a Property Advance is a Nonrecoverable
Property Advance, all determinations of recoverability with respect to Property Advances to be made
(or contemplated to be made) by the Master Servicer or the Trustee shall remain with the Master
Servicer or the Trustee, as applicable. On or prior to the fourth Business Day before each
Distribution Date, the Special Servicer shall report to the Master Servicer the Special Servicer’s
determination as to whether any Property Advance previously made with respect to a Specially
Serviced Mortgage Loan is a Nonrecoverable Advance promptly after making such determination. The
Master Servicer and the Trustee shall be entitled to conclusively rely on and shall be bound by
such a determination and shall be bound by a determination by the Special Servicer that a Property
Advance previously made or contemplated to be made with respect to a Specially Serviced Mortgage
Loan is or would be a Nonrecoverable Advance (but this statement shall not be construed to entitle
the Special Servicer to reverse any determination that may have been made by the Master Servicer or
the Trustee or to prohibit the Master Servicer or the Trustee from making a determination, that any
Property Advance constitutes or would constitute a Nonrecoverable Advance). The Master Servicer
and the Special Servicer shall consider Unliquidated Advances in respect of prior Property Advances
for the purposes of nonrecoverability determinations as if such amounts were unreimbursed Property
Advances.



          For purposes of distributions to Certificateholders and any applicable Companion Loan Holder
and compensation to the Master Servicer or the Trustee, Property Advances shall



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not be considered to increase the principal balance of any Mortgage Loan or Split-Loan, notwithstanding that the
terms of such Mortgage Loan or Split-Loan so provide.




          (b) The Master Servicer shall notify the Trustee and any applicable Companion Loan Holder in
writing promptly upon, and in any event within one (1) Business Day after, becoming aware that it
will be unable to make any Property Advance required to be made pursuant to the terms hereof. Any
such notice shall set forth the amount of such Property Advance, the Person to whom it is required
to be paid, and the circumstances and purpose of such Property Advance, and shall set forth therein
information and instructions for the payment of such Property Advance. On the date specified in
such notice for the payment of such Property Advance, or, if the date for payment has passed or if
no such date is specified, then within five (5) Business Days following such notice, the Trustee,
subject to the provisions of Section 3.20(b)of this Agreement, shall pay the amount of
such Property Advance in accordance with such information and instructions.



          (c) Neither the Master Servicer, the Special Servicer nor the Trustee shall be obligated to
make a Property Advance as to any Mortgage Loan or Split-Loan or REO Property if the Master
Servicer, the Special Servicer or the Trustee, as applicable, determines that such Advance will be
a Nonrecoverable Advance. In making such nonrecoverability determination, such Person shall be
entitled (a) to consider (among other things) (i) the obligations of the Mortgagor under the terms
of the related Mortgage Loan or Split-Loan as it may have been modified and (ii) the related
Mortgaged Properties in their “as is” or then-current conditions and occupancies, as modified by
such party’s assumptions (consistent with the Servicing Standard in the case of the Master Servicer
or the Special Servicer or in its commercially reasonable business judgment in the case of the
Trustee, solely in its capacity as Trustee) regarding the possibility and effects of future adverse
change with respect to such Mortgaged Properties, (b) to estimate and consider (consistent with the
Servicing Standard in the case of the Master Servicer or the Special Servicer or in its
commercially reasonable business judgment in the case of the Trustee, solely in its capacity as
Trustee) (among other things) future expenses and (c) to estimate and consider (consistent with the
Servicing Standard in the case of the Master Servicer or the Special Servicer or in its
commercially reasonable business judgment in the case of the Trustee, solely in its capacity as
Trustee) (among other things) the timing of recoveries. In addition, any Person, in considering
whether a Property Advance is a Nonrecoverable Property Advance, shall be entitled to give due
regard to the existence of any Nonrecoverable Advance (including any related Advance Interest
Amounts) or Workout-Delayed Reimbursement Amounts with respect to other Mortgage Loans or
Split-Loans which, at the time of such consideration, the reimbursement of which is being deferred
or delayed by the Master Servicer or the Trustee, in light of the fact that proceeds on the related
Mortgage Loan and Split-Loan are a source of recovery not only for the Property Advance under
consideration, but also as a potential source of recovery of such Nonrecoverable Advance or
Workout-Delayed Reimbursement Amounts which are or may be being deferred or delayed. In addition,
any such Person may update or change its recoverability determinations at any time (but not reverse
any other Person’s determination that an Advance is a Nonrecoverable Advance), consistent with the
Servicing Standard, in the case of the Master Servicer or in its commercially reasonable judgment
in the case of the Trustee (solely in its capacity as Trustee), and may obtain, promptly upon
request, from the Special Servicer any
reasonably required analysis, Appraisals or market value estimates or other information in the
Special Servicer’s possession for making a recoverability determination. The determination by



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the Master Servicer, the Special Servicer or the Trustee, as the case may be, that it has made a
Nonrecoverable Property Advance or that any proposed Property Advance, if made, would constitute a
Nonrecoverable Property Advance, or any updated or changed recoverability determination, shall be
evidenced by an Officer’s Certificate delivered by either of the Special Servicer or Master
Servicer to the other and to the Trustee, the Certificate Administrator and the Depositor, or by
the Trustee to the Depositor, the Master Servicer, the Special Servicer and the Certificate
Administrator; provided, however, that the Special Servicer may, at its option make
a determination in accordance with the Servicing Standard, that any Property Advance previously
made or proposed to be made is a Nonrecoverable Property Advance and shall deliver to the Master
Servicer, the Trustee and the 17g-5 Information Provider written notice of such determination. Any
such determination shall be conclusive and binding on the Master Servicer, the Special Servicer,
the Trustee, the other parties hereto, the Certificateholders and any applicable Companion Loan
Holder. Although the Special Servicer may determine whether a Property Advance is a Nonrecoverable
Advance, the Special Servicer shall have no right to make an affirmative determination that any
Property Advance to be made (or contemplated to be made) by the Master Servicer or the Trustee is,
or would be, recoverable. In the absence of a determination by the Special Servicer that a
Property Advance is a Nonrecoverable Advance, all determinations of recoverability with respect to
Property Advances to be made (or contemplated to be made) by the Master Servicer or the Trustee
will remain with the Master Servicer or the Trustee, as applicable. Notwithstanding the foregoing,
if the Special Servicer makes a determination that only a portion, and not all, of any previously
made or proposed Property Advance is a Nonrecoverable Property Advance, the Master Servicer and the
Trustee shall each have the right to make its own subsequent determination that any remaining
portion of any such previously made or proposed Property Advance is a Nonrecoverable Property
Advance. The Officer’s Certificate shall set forth such determination of nonrecoverability and the
considerations of the Master Servicer, the Special Servicer or the Trustee, as applicable, forming
the basis of such determination (which shall be accompanied by, to the extent available, related
income and expense statements, rent rolls, occupancy status and property inspections, and shall
include any existing Appraisal with respect to the related Mortgage Loan or related Mortgaged
Property). The Special Servicer shall promptly furnish any party required to make Property
Advances hereunder with any information in its possession regarding the Specially Serviced Mortgage
Loans and REO Properties as such party required to make Property Advances may reasonably request
for purposes of making recoverability determinations. The Trustee shall be entitled to
conclusively rely on the Master Servicer’s or Special Servicer’s, as the case may be, determination
that a Property Advance is or would be nonrecoverable, and the Master Servicer shall be entitled to
conclusively rely on the Special Servicer’s determination that a Property Advance is or would be
nonrecoverable.




          (d) The Master Servicer, the Special Servicer and/or the Trustee, as applicable, shall be
entitled to the reimbursement of Property Advances made by any of them to the extent permitted
pursuant to Section 3.06(a)(ii) or Section 3.06A of this Agreement, together with
any related Advance Interest Amount in respect of such Property Advances, and the Master Servicer
and the Special Servicer, as applicable, hereby covenant and agree to use efforts consistent with
the Servicing Standard to obtain the reimbursement of such Property Advances
from the related Mortgagors to the extent permitted by applicable law and the related Loan
Documents.



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          (e) Notwithstanding anything to the contrary contained in this Agreement, if a Property
Advance is required to be made under this Agreement, the Special Servicer may, in its sole
discretion, either elect to make such Property Advance out of its own funds on an emergency basis
or request that the Master Servicer make such Property Advance, such request to be made, in
writing, at least five (5) Business Days (or, in an emergency situation or on an urgent basis, two
(2) Business Days, provided that the written request sets forth the nature of the emergency
or the basis of the urgency) in advance of the date on which such Property Advance is required to
be made hereunder and to be accompanied by such information and documentation regarding the subject
Property Advance as the Master Servicer may reasonably request, subject to the Master Servicer’s
right to determine that such Property Advance does not constitute or would not constitute a
Nonrecoverable Advance. The Master Servicer shall have the obligation to make any such Property
Advance that it is so requested by the Special Servicer to make, within five (5) Business Days (or,
in an emergency situation or on an urgent basis, two (2) Business Days) of the Master Servicer’s
receipt of such request. The Special Servicer shall have no obligation to make any Property
Advance. The Master Servicer shall be entitled to reimbursement for any Advance made by it at the
direction of the Special Servicer, together with interest thereon at the same time, in the same
manner and to the same extent as the Master Servicer is entitled with respect to any other Advances
made thereby. Any request by the Special Servicer that the Master Servicer make a Property Advance
shall be deemed to be a determination by the Special Servicer that such requested Property Advance
is not a Nonrecoverable Property Advance and the Master Servicer shall be entitled to conclusively
rely on such determination.



          Section 3.21 Appointment of Special Servicer; Asset Status Reports.



          (a) LNR Partners, LLC, is hereby appointed as the initial Special Servicer to service each of
the Mortgage Loans and each Split-Loan.



          (b) The Special Servicer, at the earlier of (x) within 60 days after a Servicing Transfer
Event occurs and (y) prior to taking action with respect to any Major Decision (or making a
determination not to take action with respect to a Major Decision) with respect to a Specially
Serviced Mortgage Loan, shall prepare a report (the “Asset Status Report”) for the related
Mortgage Loan or Split-Loan. Each Asset Status Report shall be delivered in electronic format to
the Operating Advisor (during a Collective Consultation Period or Senior Consultation Period), the
Controlling Class Representative (during a Subordinate Control Period or Collective Consultation
Period), the Master Servicer, the Certificate Administrator, the applicable Companion Loan Holder
(in the case of a Split-Loan) and, subject to Section 11.14 of this Agreement, each Rating Agency;
provided, however, the Special Servicer shall not be required to deliver an Asset
Status Report to the Controlling Class Representative or obtain the consent of the Controlling
Class Representative if they are the same entity or an Affiliate. Such Asset Status Report shall
be consistent with the Servicing Standard and set forth the following information to the extent
reasonably determinable:




     (i) summary of the status of the related Mortgage Loan or Split-Loan and any
negotiations with the Mortgagors;



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     (ii) if a Servicing Transfer Event has occurred and is continuing:




     (A) a discussion of the legal and environmental considerations reasonably known
at such time to the Special Servicer, consistent with the Servicing Standard, that
are applicable to the exercise of remedies as aforesaid and to the enforcement of
any related guaranties or other collateral for the Mortgage Loan or Split-Loan and
whether outside legal counsel has been retained;




     (B) the most current rent roll and income or operating statement available for
the related Mortgaged Properties;




     (C) the Special Servicer’s recommendations on how the related Mortgage Loan or
Split-Loan might be returned to performing status or otherwise realized upon;




     (D) the appraised value of the related Mortgaged Properties together with the
assumptions used in the calculation thereof;




     (E) the status of any foreclosure actions or other proceedings undertaken with
respect thereto, any proposed workouts with respect thereto and the status of any
negotiations with respect to such workouts, and an assessment of the likelihood of
additional defaults under the related Mortgage Loan or Split-Loan; and




     (F) a description of any amendment, modification or waiver of a material term
of any ground lease;




     (iii) a description of any such proposed or taken actions;




     (iv) the alternative courses of action that were or are being considered by the Special
Servicer in connection with the proposed or taken actions;




     (v) the decision that the Special Servicer made, or intends or proposes to make,
including a narrative analysis setting forth the Special Servicer’s rationale for its
proposed decision, including its rejection of the alternatives;




     (vi) an analysis of whether or not taking such proposed action is reasonably likely to
produce a greater recovery on a present value basis than not taking such action, setting
forth (x) the basis on which the Special Servicer made such determination and (y) the net
present value calculation (including the applicable Calculation Rate used) and all related
assumptions; and




     (vii) such other information as the Special Servicer deems relevant in light of the
proposed or taken action and the Servicing Standard.



          During a Subordinate Control Period, if within ten (10) Business Days of receiving an Asset
Status Report, the Controlling Class Representative does not disapprove such



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Asset Status Report in writing, the Special Servicer shall implement the recommended action as outlined in such Asset
Status Report; provided, however, that the Special Servicer may not take any action
that is contrary to applicable law, the Servicing Standard or the terms of the applicable Loan
Documents. If, during a Subordinate Control Period, the Controlling Class Representative
disapproves such Asset Status Report within ten (10) Business Days of receipt, the Special Servicer
shall revise such Asset Status Report and deliver to the Controlling Class Representative,
Certificate Administrator, any applicable Companion Loan Holder (in the case of a Split-Loan) and,
subject to Section 11.14 of this Agreement, each Rating Agency a new Asset Status Report as
soon as practicable, but in no event later than 30 days after such disapproval. For so long as a
Subordinate Control Period is in effect, the Special Servicer shall revise such Asset Status Report
as described above until the Controlling Class Representative shall fail to disapprove such revised
Asset Status Report in writing within ten (10) Business Days of receiving such revised Asset Status
Report or until the Special Servicer makes a determination, consistent with the Servicing Standard
to disregard such disapproval. The Special Servicer may, from time to time, modify any Asset
Status Report it has previously delivered and implement such report, provided such report shall
have been prepared, reviewed and not rejected pursuant to the terms of this Section. In any event,
for so long as a Subordinate Control Period is in effect, if the Controlling Class Representative
does not approve an Asset Status Report within 60 Business Days from the first submission thereof,
the Special Servicer shall take such action as directed by the Controlling Class Representative,
provided such action does not violate the Servicing Standard. Notwithstanding the foregoing, if
the Special Servicer determines that emergency action is necessary to protect the related Mortgaged
Property or the interests of the Certificateholders and/or any related Companion Loan Holders
(consistent with the Servicing Standard), or if a failure to take any such action at such time
would be inconsistent with the Servicing Standard, the Special Servicer may take actions with
respect to the related Mortgaged Property before the expiration of a ten (10) Business Day period
if the Special Servicer reasonably determines in accordance with the Servicing Standard that
failure to take such actions before the expiration of a ten (10) Business Day period would
materially and adversely affect the interest of the Certificateholders and/or the Companion Loan
Holders (if applicable) and the Special Servicer has made a reasonable effort, during any
Subordinate Control Period, to contact the Controlling Class Representative. The foregoing shall
not relieve the Special Servicer of its duties to comply with the Servicing Standard.




          During a Collective Consultation Period or a Senior Consultation Period, the Special Servicer
shall consult (on a non-binding basis) with the Operating Advisor in connection with each Asset
Status Report prior to finalizing and executing such Asset Status Report and the Operating Advisor
shall propose, by written notice, alternative courses of action within ten (10) days of receipt of
each Asset Status Report to the extent the Operating Advisor determines such alternatives to be in
the best interest of the Certificateholders (including any Holders of Certificates previously
designated as Control Eligible Certificates), as a collective whole as if such Certificateholders
constituted a single lender or, in the case of a Split-Loan, in the best interest of the
Certificateholders (including any Holders of Certificates previously designated as Control Eligible
Certificates) and the related Pari Passu Companion Loan Holders, as a collective whole as if such
Certificateholders and the related Pari Passu Companion Loan Holders constituted a single lender.
In addition, during a Collective Consultation Period, the Special
Servicer shall also consult with the Controlling Class Representative in connection with each
Asset Status Report prior to finalizing and executing such Asset Status Report and the



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Controlling Class Representative shall be permitted to propose alternative courses of action within ten (10)
days of receipt of each Asset Status Report. The Special Servicer shall consider any such
proposals from the Operating Advisor and/or the Controlling Class Representative and determine
whether any changes to its proposed Asset Status Report should be made, such determination being
made in accordance with the Servicing Standard and the other terms of this Agreement. If the
Operating Advisor or the Controlling Class Representative does not propose alternative courses of
action within ten (10) days after receipt of such Asset Status Report, the Special Servicer shall
implement the Asset Status Report as proposed by the Special Servicer.




          Notwithstanding anything to the contrary herein, during a Senior Consultation Period, the
Controlling Class Representative shall have no right to receive any Asset Status Report or
otherwise consult with the Special Servicer with respect to any matter set forth therein. During a
Collective Consultation Period or a Senior Consultation Period, the Controlling Class
Representative shall have no right to consent to any Asset Status Report under this Section
3.21(b).



          Notwithstanding the foregoing or any other provision of this Agreement to the contrary, with
respect to any Split-Loan, the consent and consultation rights of the Controlling Class
Representative and the consultation rights of the Operating Advisor with respect to any Asset
Status Report as set forth in this Agreement shall be subject to any consultation rights of any
holder of a related Pari Passu Companion Loan as and to the extent set forth in the related
Intercreditor Agreement. The consultation rights of a Pari Passu Companion Loan Holder or its
designee pursuant to the related Intercreditor Agreement will be unaffected by the commencement of
a Collective Consultation Period or Senior Consultation Period.



          (c) With respect to a Split-Loan, the Special Servicer shall consult with the related Pari
Passu Companion Loan Holder with respect to each “Asset Status Report” to the extent set forth in
the terms of the related Intercreditor Agreement with respect thereto.



          (d) Upon request of any Certificateholder (or any Beneficial Owner, if applicable, which shall
have provided the Certificate Administrator with an Investor Certification), the Certificate
Administrator shall mail, without charge, to the address specified in such request a copy of the
Final Asset Status Report for each Specially Serviced Mortgage Loan.



          (e) During a Subordinate Control Period, the Special Servicer shall deliver to the Operating
Advisor only each Final Asset Status Report.



          (f) Notwithstanding the foregoing, the Special Servicer shall not follow any advice, direction
or consultation provided by any Companion Loan Holder or the Controlling Class Representative, or
any consultation provided by the Operating Advisor, that would require or cause the Special
Servicer to violate any applicable law, be inconsistent with the Servicing Standard, require or
cause the Special Servicer to violate provisions of this Agreement, require or cause the Special
Servicer to violate the terms of any Mortgage Loan or Split-Loan, expose any Certificateholder or
any party to this Agreement or their Affiliates, officers, directors or agents to any claim, suit
or liability, cause any Trust REMIC to fail to qualify as a REMIC or cause the
Grantor Trust to fail to qualify as a grantor trust under subpart E, part I of subchapter J of
the Code for federal income tax purposes, result in the imposition of a “prohibited transaction” or



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“prohibited contribution” tax under the REMIC Provisions or materially expand the scope of any
Special Servicer’s responsibilities under this Agreement.




          Section 3.22 Transfer of Servicing Between Master Servicer and Special Servicer; Record
Keeping.



          (a) Upon determining that any Mortgage Loan or Split-Loan has become a Specially Serviced
Mortgage Loan, the Master Servicer shall promptly give notice thereof to the Special Servicer, the
related Pari Passu Companion Loan Holder (in the case of a Split-Loan), the Operating Advisor, the
Certificate Administrator, the Trustee and, during a Subordinate Control Period or a Collective
Consultation Period, the Controlling Class Representative, and, subject to Section 11.14 of
this Agreement, each Rating Agency and shall deliver a copy of the Servicing File to the Special
Servicer and concurrently provide a copy of such Servicing File to the Operating Advisor and shall
use its reasonable efforts to provide the Special Servicer with all information, documents (but
excluding the original documents constituting the Mortgage File, but including copies thereof) and
records (including records stored electronically on computer tapes, magnetic discs and the like)
relating to the Mortgage Loan or Split-Loan and reasonably requested by the Special Servicer to
enable it to assume its duties hereunder with respect thereto without acting through a
sub-servicer. The Master Servicer shall use its reasonable efforts to comply with the preceding
sentence within five (5) Business Days of the date such Mortgage Loan and/or Split-Loan became a
Specially Serviced Mortgage Loan and in any event shall continue to act as Master Servicer and
administrator of such Mortgage Loan and/or Split-Loan until the Special Servicer has commenced the
servicing of such Mortgage Loan and/or Split-Loan, which shall occur upon the receipt by the
Special Servicer of the Servicing File. With respect to each such Mortgage Loan and/or Split-Loan
that becomes a Specially Serviced Mortgage Loan, the Master Servicer shall instruct the related
Mortgagor to continue to remit all payments in respect of such Mortgage Loan and/or Split-Loan to
the Master Servicer. The Master Servicer shall forward any notices it would otherwise send to the
Mortgagor of such a Specially Serviced Mortgage Loan to the Special Servicer who shall send such
notice to the related Mortgagor.



          Upon determining that a Specially Serviced Mortgage Loan has become a Corrected Mortgage Loan,
the Special Servicer shall immediately give notice thereof to the Master Servicer, the Trustee, the
Operating Advisor, the Certificate Administrator, the related Pari Passu Companion Loan Holder(s)
(in the case of a Split-Loan) and, subject to Section 11.14 of this Agreement, each Rating
Agency and, upon giving such notice and the return of the Servicing File to the Master Servicer,
such Mortgage Loan and/or Split-Loan shall cease to be a Specially Serviced Mortgage Loan in
accordance with the first proviso of the definition of Specially Serviced Mortgage Loans, the
Special Servicer’s obligation to service such Mortgage Loan and/or Split-Loan shall terminate and
the obligations of the Master Servicer to service and administer such Mortgage Loan and/or
Split-Loan as a Mortgage Loan and/or Split-Loan that is not a Specially Serviced Mortgage Loan
shall resume. In addition, if, notwithstanding the requirement of the Master Servicer to instruct
the related Mortgagor to continue to remit payments to it pursuant to the preceding paragraph, the
related Mortgagor has been instructed to make payments to the Special Servicer, upon such
determination, the Special Servicer shall
instruct the related Mortgagor to remit all payments in respect of such Specially Serviced
Mortgage Loan directly to the Master Servicer.



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          (b) In servicing any Specially Serviced Mortgage Loan, the Special Servicer shall provide to
the Custodian originals of documents included within the definition of “Mortgage File” for
inclusion in the related Mortgage File (to the extent such documents are in the possession of the
Special Servicer) and copies of any additional related Mortgage Loan or Split-Loan information,
including correspondence with the related Mortgagor, and the Special Servicer shall promptly
provide copies of all of the foregoing to the Master Servicer as well as copies of any analysis or
internal review prepared by or for the benefit of the Special Servicer.



          (c) Notwithstanding the provisions of subsections (a) and (b) of this Section 3.22 the
Master Servicer shall maintain ongoing payment records with respect to each of the Specially
Serviced Mortgage Loans and shall provide the Special Servicer and the Operating Advisor with any
information reasonably required by the Special Servicer or the Operating Advisor to perform its
duties under this Agreement to the extent such information is within its possession. The Special
Servicer shall provide the Master Servicer with any information reasonably required by the Master
Servicer to perform its duties under this Agreement to the extent within its possession.



          Section 3.23 Interest Reserve Account and Excess Interest Distribution Account. The
Certificate Administrator shall establish and maintain the Interest Reserve Account in the
Certificate Administrator’s name for the benefit of the Certificateholders. The Interest Reserve
Account shall be established and maintained as an Eligible Account. On each Master Servicer
Remittance Date occurring in February and on any Master Servicer Remittance Date occurring in
January in a year which is not a leap year (unless, in either such case, the related Distribution
Date is the final Distribution Date), the Master Servicer shall remit to the Certificate
Administrator for deposit into the Interest Reserve Account, in respect of all the Mortgage Loans
which accrue interest on the basis of a 360-day year and the actual number of days in the related
month, an amount equal to one day’s interest at the related Mortgage Loan Rate (without regard to
the second sentence of the definition thereof), less the Administrative Fee Rate, on the Stated
Principal Balance of each such Mortgage Loan as of the close of business on the Distribution Date
in the month preceding the month in which such Master Servicer Remittance Date occurs, to the
extent a Monthly Payment or P&I Advance is made in respect thereof (all amounts so deposited in any
consecutive January (if applicable) and February, “Withheld Amounts”). On or prior to the
Master Servicer Remittance Date in March (or February, if such Distribution Date is the final
Distribution Date), the Certificate Administrator shall transfer to the Lower-Tier Distribution
Account the aggregate of all Withheld Amounts on deposit in the Interest Reserve Account.



          On the related Master Servicer Remittance Date, the Master Servicer shall remit to the
Certificate Administrator for deposit into the Excess Interest Distribution Account an amount equal
to the Excess Interest received during the related Prepayment Period.



          Section 3.24 Modifications, Waivers and Amendments.



          (a) (i) The Master Servicer, with respect to non-Specially Serviced Mortgage Loans and only to
the extent provided in Section 3.24(h) of this Agreement, or (ii) the Special Servicer,
with respect to Specially Serviced Mortgage Loans and, other than to the extent provided in
Section 3.24(h) of this Agreement, with respect to non-Specially Serviced Loans (in



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each case in this clause (ii), subject to the consulting rights of the Operating Advisor, if any, and
any related Pari Passu Companion Loan Holder (to the extent provided for in the related
Intercreditor Agreement) and the consent or consulting rights of the Controlling Class
Representative, may modify, waive or amend any term of any Mortgage Loan or any Split-Loan if such
modification, waiver or amendment (A) is consistent with the Servicing Standard and (B) would not
constitute a “significant modification” of such Mortgage Loan or Split-Loan pursuant to Treasury
Regulations Section 1.860G-2(b) and would not otherwise (1) cause any Trust REMIC to fail to
qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under subpart
E, part I of subchapter J of the Code for federal income tax purposes or (2) result in the
imposition of a tax upon any Trust REMIC or the Trust Fund (including but not limited to the tax on
“prohibited transactions” as defined in Code Section 860F(a)(2) and the tax on contributions to a
REMIC set forth in Code Section 860G(d), but not including the tax on “net income from foreclosure
property” under Code Section 860G(c)).




          The Master Servicer shall promptly notify the Special Servicer of any requests not subject to
Section 3.24(h) of this Agreement for which the Special Servicer is responsible pursuant to
this Section 3.24 and shall deliver to the Special Servicer (which delivery may be by
electronic transmission in a format acceptable to the Master Servicer and Special Servicer) a copy
of the request, and all information in the possession of the Master Servicer that the Special
Servicer may reasonably request related thereto.



          (b) All modifications, waivers or amendments of any Mortgage Loan or Split-Loan shall be in
writing and shall be effected in a manner consistent with the Servicing Standard. The Master
Servicer or the Special Servicer, as applicable, shall notify the Trustee, the Certificate
Administrator, the Depositor, the related Companion Loan Holder (in the case of a Split-Loan) to
the extent provided in the related Intercreditor Agreement, the Controlling Class Representative
(during a Subordinate Control Period or Collective Consultation Period), the Operating Advisor
(during a Collective Consultation Period or Senior Consultation Period) and, subject to Section
11.14 of this Agreement, each Rating Agency, in writing, of any modification, waiver or
amendment of any term of any Mortgage Loan or Split-Loan and the date thereof, and shall deliver a
copy to the Trustee, the related Pari Passu Companion Loan Holder (in the case of a Split-Loan),
the Controlling Class Representative (during a Subordinate Control Period or Collective
Consultation Period) and the Operating Advisor (during a Collective Consultation Period or Senior
Consultation Period) and an original to the Custodian of the recorded agreement relating to such
modification, waiver or amendment within fifteen (15) Business Days following the execution and
recordation thereof.



          (c) Any modification of any Loan Documents that requires obtaining a No Downgrade Confirmation
pursuant to such Loan Documents, or any modification that would eliminate, modify or alter the
requirement of obtaining a No Downgrade Confirmation in such Loan Documents, shall not be made
without obtaining a No Downgrade Confirmation (unless
deemed waived or deemed satisfied pursuant to the definition thereof). The No Downgrade
Confirmation shall be obtained at the related Mortgagor’s expense in accordance with the related
Loan Agreement or, if not so provided in such Loan Agreement or if such Mortgagor does not pay, at
the expense of the Trust Fund.



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          (d) Promptly after any Mortgage Loan or Split-Loan becomes a Specially Serviced Mortgage Loan,
the Special Servicer shall request from the Certificate Administrator the name of the current
Controlling Class Representative and shall request from the Master Servicer the name of the current
related Companion Loan Holder. Upon receipt of the name of such current Controlling Class
Representative from the Certificate Administrator and Companion Loan Holder from the Master
Servicer, the Special Servicer shall notify the Controlling Class Representative and, if
applicable, Companion Loan Holder that such Mortgage Loan or applicable Split-Loan became a
Specially Serviced Mortgage Loan. The Certificate Administrator shall be responsible for providing
the name of the current Controlling Class Representative only to the extent the Controlling Class
Representative has identified itself as such to the Certificate Administrator; provided
that if the Controlling Class Representative is determined pursuant to the proviso in the
definition of “Controlling Class Representative”, then (i) the Certificate Administrator shall
determine which Class is the Controlling Class and (ii) the Special Servicer shall request from the
Certificate Administrator, and the Certificate Administrator shall request from the Depository at
the expense of the Trust, the list of Beneficial Owner of the Controlling Class, and the
Certificate Administrator shall provide such list to the Special Servicer and the Master Servicer
at the expense of the Trust Fund.



          (e) Reserved.



          (f) The Special Servicer or Master Servicer may, as a condition to granting any request by a
Mortgagor for consent to a modification, extension, waiver or indulgence or any other matter or
thing, the granting of which is within its discretion pursuant to the terms of the instruments
evidencing or securing the related Mortgage Loan or Split-Loan and, further, pursuant to the terms
of this Agreement and applicable law, require that such Mortgagor pay to it a reasonable or
customary fee for the additional services performed in connection with such request and any related
costs and expenses incurred by it; provided that the charging of such fee would not be a
“significant modification” of the Mortgage Loan or Split-Loan within the meaning of Treasury
Regulations Section 1.860G-2(b).



          (g) Notwithstanding anything set forth in this Agreement, in no event shall the Special
Servicer be permitted to:




     (i) extend the Maturity Date of a Mortgage Loan or Split-Loan beyond a date that is 5
years prior to the Rated Final Distribution Date; or




     (ii) if the Mortgage Loan or Split-Loan is secured by a ground lease, extend the
Maturity Date of such Mortgage Loan or Split-Loan beyond a date which is ten (10) years
prior to the expiration of the term of such ground lease.



          (h) For any Mortgage Loan or Split-Loan other than a Specially Serviced Mortgage Loan, the
Master Servicer, without the consent of the Special Servicer or the
Controlling Class Representative, shall be responsible for any request by a Mortgagor for the
consent or approval of the mortgagee with respect to:



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     (i) approving routine leasing activity (including any subordination, non-disturbance
and attornment agreement) with respect to any lease for less than the lesser of (A) 20,000
square feet and (B) 20% of the related Mortgaged Property;




     (ii) approving any waiver affecting the timing of receipt of financial statements from
any Mortgagor; provided that such financial statements are delivered no less than quarterly
and within 60 days of the end of the calendar quarter;




     (iii) approving annual budgets for the related Mortgaged Property; provided that no
such budget (A) provides for the payment of operating expenses in an amount equal to more
than 110% of the amounts budgeted therefor for the prior year or (B) provides for the
payment of any material expenses to any affiliate of the Mortgagor (other than the payment
of a management fee to any Manager if such management fee is no more than the management fee
in effect on the Cut-Off Date);




     (iv) subject to other restrictions herein regarding Principal Prepayments, waiving any
provision of a Mortgage Loan or a Split-Loan requiring a specified number of days notice
prior to a Principal Prepayment;




     (v) approving non-material modifications, consents or waivers in connection with a
defeasance permitted by the terms of the related Mortgage Loan or Split-Loan if the Master
Servicer receives an Opinion of Counsel (which Opinion of Counsel shall be an expense of the
Mortgagor) to the effect that such non-material modification, waiver or consent would not
cause any Trust REMIC to fail to qualify as a REMIC under the Code or result in a
“prohibited transaction” under the REMIC Provisions or cause the Grantor Trust to fail to
qualify as a grantor trust under subpart E, part I of subchapter J of the Code for federal
income tax purposes; provided that approvals of material modifications, consents or
waivers in connection with a defeasance permitted by the terms of the related Mortgage Loan
or Split-Loan (including, without limitation, changes in defeasance collateral and consents,
modifications or waivers relating to unpermitted transfers and assumptions and waivers of
payments of any amounts due under the Mortgage Loan or Split-Loan) require Special Servicer
approval as well as the preceding Opinion of Counsel;




     (vi) approving any consents with respect to (A) any easement or right-of-way for
utilities, access, parking, public improvements or another purpose, and the subordination of
the related Mortgage Loan or Split-Loan to such easement or right-of-way, provided that the
Master Servicer shall have determined in accordance with the Servicing Standard that such
easement or right-of-way shall not materially interfere with the then-current use of the
related Mortgaged Property, the security intended to be provided by such Mortgage or the
related Mortgagor’s ability to repay the Mortgage Loan or Split-Loan, and will not
materially or adversely affect the value of such Mortgaged Property and that the granting of
such consent would not cause any Trust REMIC to fail to qualify as a REMIC under the Code or
result in a “prohibited transaction” under the REMIC Provisions or cause the Grantor Trust to fail to qualify
as a grantor trust under subpart E, part I of subchapter J of the Code for federal income
tax purposes or (B) any non-easements or non-material right-of-ways and the subordination



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of the related Mortgage Loan or Split-Loan to such non-material easement or right-of-way;




     (vii) approving a change of the Manager at the request of the related Mortgagor,
provided that (A) the successor Manager is not affiliated with the related Mortgagor, and is
a nationally or regionally recognized manager of similar properties, and (B) the related
Mortgage Loan or Split-Loan does not have an outstanding principal balance in excess of
$15,000,000 (or in the case of a Mortgaged Property owned by tenant-in-common borrowers,
$5,000,000); and




     (viii) routine disbursements of escrow account and/or reserve sums, including, without
limitation, those held for the payment of taxes, insurance, tenant improvement work, letter
of credit extensions, leasing commissions and replacement reserves, other than Disbursements
of Earnouts or Holdback Amounts (as hereinafter defined).


For purposes of this Agreement, “Disbursement of Earnouts or Holdback Amounts” shall mean
the disbursement or funding to a Mortgagor of previously unfunded, escrowed or otherwise reserved
portions of the loan proceeds of any Mortgage Loan or Split-Loan when certain conditions precedent
thereto relating to the satisfaction of performance related criteria (e.g., project reserve
thresholds, lease-up requirements, sale requirements, etc.) as set forth in the applicable Loan
Documents, have been satisfied, including, without limitation, any request for the Disbursement of
Earnouts or Holdback Amounts with respect to any Mortgage Loan or Split-Loan set forth on
Exhibit W.




          (i) In connection with (i) the release of a Mortgaged Property or any portion of a Mortgaged
Property from the lien of the related Mortgage Loan or (ii) the taking of a Mortgaged Property or
any portion of a Mortgaged Property by exercise of the power of eminent domain or condemnation, if
the related Loan Documents require the Master Servicer or the Special Servicer, as applicable, to
calculate (or to approve the calculation of the related Mortgagor of) the Loan-to-Value Ratio of
the remaining Mortgaged Property or Mortgaged Properties or the fair market value of the real
property constituting the remaining Mortgaged Property or Mortgaged Properties, for purposes of
REMIC qualification of the related Mortgage Loan, then such calculation shall exclude the value of
personal property and going concern value, if any.



          Section 3.25 Additional Obligations with Respect to Certain Mortgage Loans.



          With respect to each Mortgage Loan with a Stated Principal Balance in excess of $35,000,000 or
representing more than 5% of the principal balance of all of the Mortgage Loans in the Trust Fund,
with respect to any replacement of the Manager for the related Mortgaged Property, the Special
Servicer, to the extent permitted by the related Loan Documents, shall require a No Downgrade
Confirmation and shall condition its consent to such replacement on the Mortgagor paying for such
No Downgrade Confirmation.



          Section 3.26 Additional Matters Regarding Advance Reimbursement.



          (a) Upon the determination that a previously made Advance is a Nonrecoverable Advance, to the
extent that the reimbursement thereof would exceed the full



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amount of the principal portion of
general collections on the Mortgage Loans deposited in the Collection Account, the Master Servicer
or the Trustee, at its own option and in its sole discretion, as applicable, instead of obtaining
reimbursement for the remaining amount of such Nonrecoverable Advance pursuant to Section
3.06(a)(ii)(B) of this Agreement immediately, may elect to refrain from obtaining such
reimbursement for some or all such portion of the Nonrecoverable Advance during the one-month
Prepayment Period ending on the then-current Determination Date, for successive one-month periods
for a total not to exceed 12 months. If the Master Servicer or the Trustee makes such an election
in its sole discretion to defer reimbursement with respect to all or a portion of a Nonrecoverable
Advance (together with interest thereon), then such Nonrecoverable Advance (together with interest
thereon) or portion thereof shall continue to be fully reimbursable in the subsequent Collection
Period (subject, again, to the same sole discretion option to defer; it is acknowledged that, in
such a subsequent period, such Nonrecoverable Advance shall again be reimbursable pursuant to
Section 3.06(a) (ii)(B) of this Agreement). In connection with a potential election by the
Master Servicer or the Trustee to refrain from the reimbursement of a particular Nonrecoverable
Advance or portion thereof during the one-month Prepayment Period ending on the related
Determination Date for any Distribution Date, the Master Servicer or the Trustee shall further be
authorized to wait for principal collections to be received before making its determination of
whether to refrain from the reimbursement of a particular Nonrecoverable Advance or portion
thereof) until the end of such Prepayment Period. Any election by the Master Servicer or the
Trustee to refrain from reimbursing itself for any Nonrecoverable Advance (together with interest
thereon) or portion thereof with respect to any Collection Period shall not be construed to impose
on the Master Servicer or the Trustee any obligation to make such an election (or any entitlement
in favor of any Certificateholder or any other Person to such an election) with respect to any
subsequent Collection Period) or to constitute a waiver or limitation on the right of the Master
Servicer or the Trustee to otherwise be reimbursed for such Nonrecoverable Advance (together with
interest thereon). Any such election by the Master Servicer or the Trustee shall not be construed
to impose any duty on the other such party to make such an election (or any entitlement in favor of
any Certificateholder or any other Person to such an election). Any such election by any such
party to refrain from reimbursing itself or obtaining reimbursement for any Nonrecoverable Advance
or portion thereof with respect to any one or more Prepayment Periods shall not limit the accrual
of interest on such Nonrecoverable Advance for the period prior to the actual reimbursement of such
Nonrecoverable Advance. None of the Master Servicer, the Trustee or the other parties to this
Agreement will have any liability to one another or to any of the Certificateholders for any such
election that such party makes to refrain or not to refrain from reimbursing itself as contemplated
by this paragraph or for any losses, damages or other adverse economic or other effects that may
arise from such an election nor will such election constitute a violation of the Servicing Standard
or any duty under this Agreement. The Master Servicer’s or the Trustee’s, as applicable, election,
if any, to defer reimbursement of such Nonrecoverable Advances as set forth above is an
accommodation to the Certificateholders and shall not be construed as an obligation on the part of
the Master Servicer or the Trustee, as applicable, or a right of the Certificateholders. Nothing
herein shall give the Master Servicer or the Trustee the right to defer reimbursement of a
Nonrecoverable Advance if there are principal collections then
available in the Collection Account pursuant to Section 3.06 of this Agreement or to
defer reimbursement of a Nonrecoverable Advance for an aggregate period exceeding 12 months.




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          (b) If the Master Servicer is required to make a Property Advance, but does not do so within
fifteen (15) days after the Property Advance is required to be made, then the Trustee will be
required if a Responsible Officer of the Trustee has actual knowledge of the failure: (i) to give
the Master Servicer notice of the Master Servicer’s failure to make the Property Advance; and (ii)
if the failure continues for three (3) more Business Days, to make the Property Advance unless the
Trustee determines such Property Advance would be a Nonrecoverable Advance.



          (c) The Master Servicer and the Trustee, as applicable, shall make its own recoverability
determination with respect to a P&I Advance to be made on the related Mortgage Loan included in any
Split-Loan based on the information that they have on hand and in accordance with this Agreement.
If a Pari Passu Companion Loan included in any Split-Loan is subsequently included in an Other
Securitization, the related master servicer and trustee, as applicable, will be required to make
its own recoverability determination with respect to a principal and interest advance to be made by
such master servicer or trustee on such Pari Passu Companion Loan based on the information that
they have on hand and in accordance with the related pooling and servicing agreement. The Master
Servicer and the Trustee, as applicable, shall notify, and it is expected that the related master
servicer or trustee of the related Other Securitization will be required to notify, the other of
the amount of its P&I Advance or principal and interest advance, as applicable, within two (2)
Business Days or such other time period as may be set forth in the pooling and servicing agreement
for the related Pari Passu Companion Loan, as applicable. With respect to any Split-Loan, if the
Master Servicer, the Special Servicer or the Trustee, as applicable, determines that a proposed P&I
Advance, if made, would be nonrecoverable or an outstanding P&I Advance is or would be
nonrecoverable or if the Master Servicer, the Special Servicer or the Trustee, as applicable,
subsequently determines that a proposed Property Advance would be nonrecoverable or an outstanding
Property Advance is or would be nonrecoverable, the Master Servicer or the Trustee shall notify the
master servicer and trustee of the Other Securitization, if any, holding the related Pari Passu
Companion Loan of such determination in accordance with the provisions of the related Intercreditor
Agreement.



          Section 3.27 Companion Loan Intercreditor Matters.



          (a) If, pursuant to Section 2.03, Section 3.17 or Section 9.01 of this
Agreement, any Mortgage Loan that relates to a Split-Loan is purchased from, repurchased from or
substituted out of, the Trust Fund, the subsequent holder thereof shall be bound by the terms of
the related Intercreditor Agreement and shall assume the rights and obligations of the holder of
the Note that represents the related Mortgage Loan under the related Intercreditor Agreement. All
portions of the related Mortgage File and (to the extent provided under the Mortgage Loan Purchase
Agreement) other documents pertaining to such Mortgage Loan shall be endorsed or assigned to the
extent necessary or appropriate to the purchaser of such Mortgage Loan in its capacity as the
holder of the Note that represents the related Mortgage Loan (as a result of such purchase,
repurchase or substitution) and (except for the actual Note) on behalf of the holder of the Note
that represents the related Companion Loan. Thereafter, such Mortgage File shall be held by the
holder of the Note that represents the related Mortgage Loan or a custodian appointed
thereby for the benefit thereof, on behalf of itself and the holder of the related Companion
Loan as their interests appear under the related Intercreditor Agreement. If the related Servicing
File is



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not already in the possession of such party, it shall be delivered to the master servicer
or special servicer, as the case may be, under any separate servicing agreement for the related
Split-Loan.




          (b) With respect to a Pari Passu Companion Loan, notwithstanding any rights the Operating
Advisor or the Controlling Class Representative hereunder may have to consult with respect to any
action or other matter with respect to the servicing of such Companion Loan, to the extent the
related Intercreditor Agreement provides that such right is exercisable in conjunction with the
related Pari Passu Companion Loan Holder, the Controlling Class Representative or the Operating
Advisor, as applicable, shall, to the extent provided in the related Intercreditor Agreement,
exercise such right in conjunction with the related Pari Passu Companion Loan Holder, as
applicable. In addition, notwithstanding anything to the contrary, the Certificate Administrator,
the Operating Advisor, the Master Servicer or Special Servicer, as applicable, shall deliver
reports, notices and information to the related Companion Loan Holder as required under the related
Intercreditor Agreement.



          (c) With respect to each Split-Loan, the Master Servicer shall prepare, or cause to be
prepared, on an ongoing basis a statement setting forth, to the extent applicable to the related
Split-Loan:




     (i) (A) the amount of the distribution from the related Split-Loan Custodial Account
allocable to principal and (B) separately identifying the amount of scheduled principal
payments, balloon payments, principal prepayments made at the option of the Mortgagor or
other principal prepayments (specifying the reason therefor), net liquidation proceeds and
foreclosure proceeds included therein and information on distributions made with respect to
such Split-Loan;




     (ii) the amount of the distribution from the related Split-Loan Custodial Account
allocable to interest and the amount of Default Interest allocable to the related Mortgage
Loan;




     (iii) if the distribution to the related Companion Loan Holder is less than the full
amount that would be distributable to such Companion Loan Holder if there were sufficient
amounts available therefor, the amount of the shortfall and the allocation thereof between
interest and principal and the amount of the shortfall, if any, under such Split-Loan;




     (iv) the principal balance of such Split-Loan after giving effect to the distribution
of principal on the most recent Distribution Date; and




     (v) the amount of the servicing fees paid to the Master Servicer and the Special
Servicer with respect to the most recent Distribution Date, showing separately the Servicing
Fee, the Special Servicing Fee, the Workout Fee and the Liquidation Fee.



          Not later than each Distribution Date, the Master Servicer shall make the foregoing statement
available to the related Companion Loan Holder by electronic means.



          Section 3.28 Appointment and Duties of the Operating Advisor.



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          (a) TriMont Real Estate Advisors, Inc. is hereby appointed to serve as the initial Operating
Advisor.



          (b) The Operating Advisor, as an independent contractor, shall review the Special Servicer’s
operational practices in respect of Specially Serviced Mortgage Loans, consult with the Special
Servicer and perform each other obligation of the Operating Advisor as set forth in this Agreement
solely on behalf of the Trust Fund (and with respect to any Split-Loan, solely on behalf of the
Trust Fund and the related Companion Loan Holders) and in the best interest of, and for the benefit
of, the Certificateholders (as a collective whole as if such Certificateholders constituted a
single lender), and not any particular Class of Certificateholders (as determined by the Operating
Advisor in the exercise of its good faith and reasonable judgment) and, with respect to any
Split-Loan, in the best interest of, and for the benefit of the Certificateholders and the related
Pari Passu Companion Loan Holders (as a collective whole as if such Certificateholders and the
related Pari Passu Companion Loan Holders constituted a single lender) and not any particular Class
of Certificateholders or Pari Passu Companion Loan Holder (as determined by the Operating Advisor
in the exercise of its good faith and reasonable judgment) (the “Operating Advisor
Standard”). The Operating Advisor shall not owe any fiduciary duty to the Master Servicer, the
Special Servicer or any other Person in connection with this Agreement.



          (c) During a Subordinate Control Period, the Operating Advisor shall promptly review all
information available to Privileged Persons on the Certificate Administrator’s Website relevant to
the Operating Advisor’s obligations under this Agreement and each Final Asset Status Report.




     (d) (i) Subject to the limitations and restrictions in this Agreement, during a
Collective Consultation Period or a Senior Consultation Period, the Operating Advisor shall
review the Special Servicer’s operational practices in light of the Servicing Standard and
the requirements of this Agreement, with respect to the resolution and/or liquidation of the
Specially Serviced Mortgage Loans.




     (ii) During a Collective Consultation Period or a Senior Consultation Period, based on
the Operating Advisor’s review of any annual compliance statement, assessment of compliance
and any attestation report delivered to the Operating Advisor pursuant to Section
10.09, Section 10.10 and Section 10.11 of this Agreement, as applicable,
any Asset Status Report and other information (other than any communications between the
Controlling Class Representative or any Companion Loan Holder, as applicable, and the
Special Servicer that would be Privileged Information) delivered to the Operating Advisor by
the Special Servicer, the Operating Advisor shall deliver to the Trustee, the Certificate
Administrator (which shall promptly post such Operating Advisor Annual Report on the
Certificate Administrator’s Website), the holder of any Pari Passu Companion Loan included
in a securitization trust and, subject to Section 11.14 of this Agreement, each of
the Rating Agencies within 120 days of the end of the prior calendar year an annual report
(the “Operating Advisor Annual Report”), substantially in the form of Exhibit
R of this Agreement (which form may be modified or altered as to either its
organization or content by the Operating Advisor, subject to compliance of such form
with the terms and provisions of this Agreement; provided, further, that in
no event shall



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the information or any other content included in the Operating Advisor Annual
Report contravene any provision of this Agreement) setting forth the Operating Advisor’s
assessment of the Special Servicer’s performance of its duties under this Agreement during
the prior calendar year on a platform-level basis with respect to the resolution and
liquidation of Specially Serviced Mortgage Loans during the prior calendar year. Subject to
the restrictions in this Agreement, including, without limitation, Section 3.28(b)
of this Agreement, each such Operating Advisor Annual Report shall (A) identify any material
deviations (i) from the Servicing Standard and (ii) from the Special Servicer’s obligations
under this Agreement with respect to the resolution or liquidation of Specially Serviced
Mortgage Loans and (B) comply with all of the confidentiality requirements described in this
Agreement. Such Operating Advisor Annual Report shall be delivered to the Trustee and the
Certificate Administrator for the benefit of the Certificateholders (and with respect to any
Split-Loan included in a securitization trust, for the benefit of the Certificateholders and
the certificateholders of such securitization trust), and the Certificate Administrator
shall promptly upon receipt post such Operating Advisor Annual Report on the Certificate
Administrator’s Website; provided, however, that each of the Special
Servicer and the Controlling Class Representative (during a Subordinate Control Period or
Collective Consultation Period) shall be given an opportunity to review any annual report
produced by the Operating Advisor at least 10 Business Days prior to its delivery to the
Trustee and the Certificate Administrator and afforded reasonable opportunity to consult
with the Operating Advisor concerning its contents.



          (e) During a Subordinate Control Period, the Special Servicer shall forward any Appraisal
Reduction Amount and net present value calculations used in the Special Servicer’s determination of
what course of action to take in connection with the workout or liquidation of a Specially Serviced
Mortgage Loan to the Operating Advisor after such calculations have been finalized. The Operating
Advisor shall review such calculations but shall not opine on, or otherwise call into question,
such Appraisal Reduction Amount calculations and/or net present value calculations.



          (f) During a Collective Consultation Period or a Senior Consultation Period, after the
calculation but prior to the utilization by the Special Servicer of any of the calculations related
to (i) Appraisal Reductions or (ii) net present value, the Special Servicer shall forward such
calculations, together with any supporting material or additional information necessary in support
thereof (including such additional information reasonably requested by the Operating Advisor to
confirm the mathematical accuracy of such calculations, but not including any Privileged
Information), to the Operating Advisor promptly, but in any event no later than two (2) Business
Days after preparing such calculations, and the Operating Advisor shall promptly, but no later than
three (3) Business Days after receipt of such calculations and any supporting or additional
materials, recalculate and verify the accuracy of the mathematical calculations and the
corresponding application of the non-discretionary portion of the applicable formulas required to
be utilized in connection with any such calculation.



          In connection with this Section 3.28(f), if the Operating Advisor does not agree with
the mathematical calculations or the application of the applicable non-discretionary portions
of the formula required to be utilized for such calculation, the Operating Advisor and Special
Servicer shall consult with each other in order to resolve any inaccuracy in the mathematical



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calculations or the application of the non-discretionary portions of the related formula in
arriving at those mathematical calculations or any disagreement within five (5) Business Days of
delivery of such calculations. If the Operating Advisor and Special Servicer are not able to
resolve such inaccuracies or disagreement prior to the end of such five (5) Business Day period,
the Operating Advisor shall promptly notify the Certificate Administrator of such disagreement and
the Certificate Administrator shall determine which calculation is to apply. In making such
determination, the Certificate Administrator may hire an independent third-party to assist with any
such calculation at the expense of the Trust Fund.




          (g) During a Collective Consultation Period or a Senior Consultation Period, the Special
Servicer shall consult (on a non-binding basis) with the Operating Advisor in connection with any
Major Decision and consider alternative actions recommended by the Operating Advisor, but only to
the extent that consent of the Controlling Class Representative during a Subordinate Control Period
or consultation with the Controlling Class Representative during a Collective Consultation Period
would have been required.



          (h) Subject to the requirements of confidentiality imposed on the Operating Advisor herein
(including without limitation in respect of Privileged Information), the Operating Advisor shall
respond to Inquiries proposed by Privileged Persons from time to time in accordance with the terms
of Section 4.02(a) of this Agreement.



          (i) The Operating Advisor shall keep confidential any Privileged Information received from the
Special Servicer, Controlling Class Representative or a Companion Loan Holder in connection with
the exercise of the rights of the Controlling Class Representative under this Agreement or any
related Companion Loan Holder under the related Intercreditor Agreement, as applicable (including,
without limitation, in connection with the review and/or approval of any Asset Status Report, as
applicable) unless any such Privileged Information has the benefit of a Confidentiality Exception.



          (j) The Operating Advisor shall keep all Privileged Information confidential and shall not
disclose such Privileged Information to any other Person (including any Certificateholders other
than the Controlling Class Representative), other than to the other parties to this Agreement and,
with respect to any Split-Loan, the related Pari Passu Companion Loan Holder, to the extent
expressly required by this Agreement (which parties, in turn, if it has been advised that such
information is Privileged Information, shall not without the prior written consent of the Special
Servicer, the Controlling Class Representative or, with respect to any Split-Loan, the related Pari
Passu Companion Loan Holder, as applicable, disclose such information to any other Person) unless
any such Privileged Information has the benefit of a Confidentiality Exception or the Operating
Advisor is, as evidenced by an opinion of counsel to the Operating Advisor addressed to each of the
Special Servicer, the Controlling Class Representative (with respect to any Mortgage Loan), the
related Pari Passu Companion Loan Holder (with respect to a Split-Loan), the Certificate
Administrator and the Trustee, otherwise required by law to disclose such information.



          (k) The Operating Advisor shall be entitled to the Operating Advisor Fee. In addition, the
Operating Advisor Consulting Fee shall be payable to the Operating Advisor with respect to each
Major Decision on which the Operating Advisor has consultation rights. Each of



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the Operating Advisor Fee and the Operating Advisor Consulting Fee shall be payable from funds on deposit in the
Collection Account as provided in Section 3.06 of this Agreement (or the related Split-Loan
Custodial Account), but with respect to the Operating Advisor Consulting Fee only to the extent
such Operating Advisor Consulting Fee is actually received from the related Mortgagor. During a
Collective Consultation Period or a Senior Consultation Period, (i) to the extent the related Loan
Documents expressly require the Mortgagor to pay the Operating Advisor Consulting Fee, the Special
Servicer shall use commercially reasonable efforts consistent with the Servicing Standard to
collect the applicable Operating Advisor Consulting Fee from the related Mortgagor in connection
with such Major Decision and (ii) to the extent the related Loan Documents generally require the
Mortgagor to pay such fee, the Special Servicer will only be required to make one payment request
to the Mortgagor for the payment of such fee. The Special Servicer and the Operating Advisor shall
remit to the Master Servicer for deposit into the Collection Account any such Operating Advisor
Consulting Fee received from the related Mortgagor promptly following receipt thereof. The Special
Servicer shall be permitted to waive or reduce the amount of any Operating Advisor Consulting Fee
payable by the related Mortgagor if it determines that the failure to do so would be a violation of
the Servicing Standard; provided that the Special Servicer shall consult on a non-binding
basis with the Operating Advisor prior to any such waiver or reduction. In no event will the
Special Servicer be required to take any enforcement action with respect to the collection of such
Operating Advisor Consulting Fee other than the above-described requests for collection with
respect to the Special Servicer. In no event will the Master Servicer have any obligation to use
any effort to collect such Operating Advisor Consulting Fee.




          Section 3.29 Litigation Control.



          (a) The Special Servicer, with respect to litigation involving Specially Serviced Mortgage
Loans, and the Master Servicer with respect to litigation involving non-Specially Serviced Mortgage
Loans, and where the applicable servicer contemplates availing itself of indemnification as
provided for under Section 6.03 of this Agreement, such servicer shall, for the benefit of
the Certificateholders, direct, manage, prosecute, defend and/or settle any and all claims and
litigation relating to (i) the enforcement of the obligations of a Mortgagor under the related Loan
Documents and (ii) any action brought against the Trust or any party to this Agreement with respect
to any such Mortgage Loan (the foregoing rights and obligations, “Litigation Control”).
Such Litigation Control shall be carried out in accordance with the terms of this Agreement,
including, without limitation, the Servicing Standard. Upon becoming aware of or being named in
any claim or litigation that falls within the scope of Litigation Control, the Master Servicer
shall immediately notify the Controlling Class Representative (during a Subordinate Control Period
or Collective Consultation Period) of such claim or litigation. In addition, the Master Servicer
shall prepare and submit a quarterly status report regarding any Litigation Control matter to the
Controlling Class Representative (during a Subordinate Control Period or Collective Consultation
Period).



          (b) Notwithstanding the foregoing, each of the Special Servicer and Master Servicer shall
consult with and keep the Controlling Class Representative (during a Subordinate
Control Period or Collective Consultation Period), advised of any material development
concerning Litigation Control, including, without limitation, (i) any material decision concerning
Litigation Control and the implementation thereof and (ii) any decision to agree to or propose



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any terms of settlement, and shall submit (x) any such development or decision to the Controlling Class
Representative (during a Subordinate Control Period) for its approval or consent and (y) notice of
any such development or decision to the related Pari Passu Companion Loan Holder. Subject to
Section 3.29(e), if and as applicable, the Special Servicer or Master Servicer, as
applicable, shall not take any action implementing any such material development or decision
described in the preceding sentence unless and until it has notified in writing the Controlling
Class Representative (during a Subordinate Control Period or Collective Consultation Period) and
the Controlling Class Representative (during a Subordinate Control Period) has not objected in
writing within five (5) Business Days of having been notified thereof and having been provided with
all information that the Controlling Class Representative has reasonably requested with respect
thereto promptly following its receipt of the subject notice (it being understood and agreed that
if such written objection has not been received by the Special Servicer or Master Servicer, as
applicable, within such 5-Business Day period, then the Controlling Class Representative shall be
deemed to have approved the taking of such action); provided that, if the Special Servicer
or Master Servicer, as applicable, determines that immediate action is necessary to protect the
interests of the Certificateholders and, with respect to a Split-Loan, the related Companion Loan
Holders (consistent with the Servicing Standard), the Special Servicer or Master Servicer, as
applicable, may take such action without waiting for the Controlling Class Representative’s
response; provided that the Special Servicer or Master Servicer, as applicable, has
confirmation that the Controlling Class Representative has received notice of such action in
writing.




          (c) Notwithstanding anything contained herein to the contrary with respect to any Litigation
Control otherwise required to be exercised hereunder by Master Servicer relating to a Mortgage Loan
or Split-Loan that has either (i) been satisfied or paid in full, or (ii) as to which a Final
Recovery Determination has been made, after receiving the required notice from Master Servicer set
forth above that such Master Servicer became aware of or was named in any such claims or
litigation, the Controlling Class Representative (during a Subordinate Control Period) may direct
in writing that such Litigation Control nevertheless be exercised by the Special Servicer;
provided, however, that the Special Servicer (with the consent of the Controlling
Class Representative (during a Subordinate Control Period)) has determined and advised the Master
Servicer that its actions with respect to such obligations are indemnifiable under Section
6.03 hereof, and accordingly, any loss, liability or expense (including legal fees and expenses
incurred up until such date of transfer of Litigation Control to the Special Servicer) arising from
the related legal action or claim underlying such Litigation Control and not otherwise paid to the
Master Servicer pursuant to Section 6.03 of this Agreement shall be payable by the Trust
Fund.



          (d) Notwithstanding the foregoing, (i) if any action, suit, litigation or proceeding names the
Trustee or the Certificate Administrator in their individual capacity, or if any judgment is
rendered against the Trustee or the Certificate Administrator in their individual capacity, the
Trustee or the Certificate Administrator, as the case may be, upon prior written notice to the
Master Servicer or the Special Servicer, as applicable, may retain counsel and appear in any such
proceeding on its own behalf in order to protect and represent its interests
(but not to direct, manage or prosecute such litigation or claim); (ii) if any action, suit,
litigation or proceeding, other than an action, suit, litigation or proceeding relating to the
enforcement of the obligations of a Mortgagor under the related loan documents or otherwise
relating to a



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Mortgage Loan, Split-Loan or Mortgaged Property, neither the Master Servicer nor the
Special Servicer shall, without the prior written consent of the Trustee or the Certificate
Administrator, as applicable, (A) initiate any action, suit, litigation or proceeding in the name
of the Trustee or the Certificate Administrator, whether in such capacity or individually, (B)
engage counsel to represent the Trustee or the Certificate Administrator, or (C) prepare, execute
or deliver any government filings, forms, permits, registrations or other documents or take any
other similar action with the intent to cause, and that actually causes, the Trustee or the
Certificate Administrator to be registered to do business in any state; and (iii) if any court
finds that the Trustee or the Certificate Administrator is a necessary party in respect of any
action, suit, litigation or proceeding relating to or arising from this Agreement or any Mortgage
Loan or Split-Loan, the Trustee and the Certificate Administrator shall each have the right to
retain counsel and appear in any such proceeding on its own behalf in order to protect and
represent its interest (but not to otherwise direct, manage or prosecute such litigation or claim).




          (e) Notwithstanding anything herein to the contrary, no advice, direction, objection of, or
consent withheld by the Controlling Class Representative shall (i) require or cause the Special
Servicer or the Master Servicer to violate any provision of any Loan Documents, any related
Intercreditor Agreement, any related intercreditor, co-lender or similar agreement, applicable law,
this Agreement or the REMIC Provisions, including without limitation the Master Servicer’s or the
Special Servicer’s obligation to act in accordance with the Servicing Standard and the related Loan
Documents, and to maintain the REMIC status of any Trust REMIC, (ii) result in the imposition of a
tax on any Trust REMIC under the REMIC Provisions or cause any Trust REMIC to fail to qualify as a
REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under subpart E, part I of
subchapter J of the Code for federal income tax purposes, (iii) expose the Master Servicer, the
Special Servicer, the Certificate Administrator, the Depositor, the Trust Fund or the Trustee or
any of their respective Affiliates, officers, directors, shareholders, partners, members, managers,
employees or agents to any claim, suit, or liability for which this Agreement does not provide
indemnification to such party or expose any such party to prosecution for a criminal offense, or
(iv) materially expand the scope of the Special Servicer’s, the Master Servicer’s or the Trustee’s
responsibilities under this Agreement; and neither the Special Servicer nor the Master Servicer
will follow any such advice, direction or objection if given by the Controlling Class
Representative, or initiate any such actions, that would have the effect described in clauses
(i)-(iv) of this sentence.



ARTICLE IV




DISTRIBUTIONS TO CERTIFICATEHOLDERS



          Section 4.01 Distributions.



          (a) (i) On each Master Servicer Remittance Date, the Master Servicer shall make the
remittances and deposits specified in the first paragraph of Section 4.06(a). On each
Master Servicer Remittance Date in March of any calendar year, the Certificate Administrator shall
withdraw from the Interest Reserve Account the related Withheld Amounts pursuant to
Section 3.23, and shall deposit any such amounts in the Lower-Tier Distribution
Account. On each Distribution Date, the amounts that have been transferred to the Lower-Tier
Distribution Account from the Collection Account or as P&I Advances or Compensating Interest
Payments or



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pursuant to the preceding sentence shall be deemed distributed on the Lower-Tier
Regular Interests to the Upper-Tier REMIC, in accordance with Section 4.01(a)(ii) and
Section 4.01(c)(ii)of this Agreement. Thereafter, such amounts shall be considered to be
held in the Upper-Tier Distribution Account until distributed to the Certificateholders.





     (ii) All distributions made in respect of interest on any Class of Sequential Pay
Certificates on each Distribution Date pursuant to Section 4.01(b) or Section
9.01 shall be deemed to have first been distributed from the Lower-Tier REMIC to the
Upper-Tier REMIC in respect of its Corresponding Lower-Tier Regular Interest set forth in
the Preliminary Statement hereto. All distributions made in respect of the Class X
Certificates on each Distribution Date pursuant to Section 4.01(b) or Section
9.01, and allocable to any particular Component of such Class of Certificates in
accordance with the last paragraph of Section 4.01(b), shall be deemed to have first
been distributed from the Lower-Tier REMIC to Upper-Tier REMIC in respect of such
Component’s Corresponding Lower-Tier Regular Interest. All distributions made in respect of
principal on any Class of Sequential Pay Certificates on each Distribution Date pursuant to
Section 4.01(b) or Section 9.01 shall be deemed to have first been
distributed from the Lower-Tier REMIC to the Upper-Tier REMIC in respect of its
Corresponding Lower-Tier Regular Interest set forth in the Preliminary Statement hereto.
All distributions of reimbursements of Realized Losses made in respect of any Class of
Sequential Pay Certificates on each Distribution Date pursuant to Section 4.01(b)
shall be deemed to have first been distributed from the Lower-Tier REMIC to the Upper-Tier
REMIC in respect of its Corresponding Lower-Tier Regular Interest.


On each Distribution Date, the Class R Certificates shall receive distributions of any amounts
remaining in the Lower-Tier Distribution Account in respect of the Lower-Tier Residual Interest
after all payments have been made to the Certificate Administrator as the holder of the Lower-Tier
Regular Interests in accordance with this Section 4.01(a)(ii) and Section
4.01(c)(ii).




          (b) On each Distribution Date, Holders of each Class of Certificates (excluding the Class S
Certificates) shall receive distributions from amounts on deposit in the Upper-Tier Distribution
Account in respect of interest, principal and reimbursement of Realized Losses, to the extent of
Available Funds, in the amounts and in the order of priority set forth below:




     (i) to the Class A-1, Class A-2, Class A-3, Class A-4, Class X-A and Class X-B
Certificates, in respect of interest, up to an amount equal to, and pro rata in accordance
with, the respective Interest Distribution Amounts for those Classes;




     (ii) to the Class A-1, Class A-2, Class A-3 and Class A-4 Certificates in reduction of
the Certificate Principal Amounts thereof in the following priority:




(A) to the Class A-1 Certificates, in an amount equal to the Principal
Distribution Amount until the outstanding Certificate Principal Amount of
the Class A-1 Certificates has been reduced to zero;



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(B) to the Class A-2 Certificates, in an amount equal to the Principal
Distribution Amount remaining after payments pursuant to clause (A) above
until the outstanding Certificate Principal Amount of the Class A-2
Certificates has been reduced to zero;




(C) to the Class A-3 Certificates, in an amount equal to the Principal
Distribution Amount remaining after payments pursuant to clauses (A) and (B)
above until the outstanding Certificate Principal Amount of the Class A-3
Certificates has been reduced to zero; and




(D) to the Class A-4 Certificates, in an amount equal to the Principal
Distribution Amount remaining after payments pursuant to clauses (A) through
(C) above until the outstanding Certificate Principal Amount of the Class
A-4 Certificates has been reduced to zero;




     (iii) to the Class A-1, Class A-2, Class A-3 and Class A-4 Certificates, up to an
amount equal to, and pro rata based upon, the aggregate unreimbursed Realized Losses
previously allocated to each such Class, plus interest thereon at the Pass-Through Rate for
such Class compounded monthly from the date the related Realized Loss was allocated to such
Class;




     (iv) to the Class A-J Certificates, in respect of interest, up to an amount equal to
the Interest Distribution Amount for such Class;




     (v) to the Class A-J Certificates, in reduction of the Certificate Principal Amount
thereof, up to an amount equal to the Principal Distribution Amount for such Distribution
Date less the portion of such Principal Distribution Amount distributed pursuant to all
prior clauses, until the Certificate Principal Amount thereof is reduced to zero;




     (vi) to the Class A-J Certificates, up to an amount equal to the aggregate of
unreimbursed Realized Losses previously allocated to such Class, plus interest thereon at
the Pass-Through Rate for such Class compounded monthly from the date the related Realized
Loss was allocated to such Class;




     (vii) to the Class B Certificates, in respect of interest, up to an amount equal to the
Interest Distribution Amount for such Class;




     (viii) to the Class B Certificates, in reduction of the Certificate Principal Amount
thereof, up to an amount equal to the Principal Distribution Amount for such Distribution
Date less the portion of such Principal Distribution Amount distributed pursuant to all
prior clauses, until the Certificate Principal Amount thereof is reduced to zero;




     (ix) to the Class B Certificates, up to an amount equal to the aggregate of
unreimbursed Realized Losses previously allocated to such Class, plus interest thereon at
the Pass-Through Rate for such Class compounded monthly from the date the related Realized
Loss was allocated to such Class;



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     (x) to the Class C Certificates, in respect of interest, up to an amount equal to the
Interest Distribution Amount for such Class;




     (xi) to the Class C Certificates, in reduction of the Certificate Principal Amount
thereof, up to an amount equal to the Principal Distribution Amount for such Distribution
Date less the portion of such Principal Distribution Amount distributed pursuant to all
prior clauses, until the Certificate Principal Amount thereof is reduced to zero;




     (xii) to the Class C Certificates, up to an amount equal to the aggregate of
unreimbursed Realized Losses previously allocated to such Class, plus interest thereon at
the Pass-Through Rate for such Class compounded monthly from the date the related Realized
Loss was allocated to such Class;




     (xiii) to the Class D Certificates, in respect of interest, up to an amount equal to
the Interest Distribution Amount for such Class;




     (xiv) to the Class D Certificates, in reduction of the Certificate Principal Amount
thereof, up to an amount equal to the Principal Distribution Amount for such Distribution
Date less the portion of such Principal Distribution Amount distributed pursuant to all
prior clauses, until the Certificate Principal Amount thereof is reduced to zero;




     (xv) to the Class D Certificates, up to an amount equal to the aggregate of
unreimbursed Realized Losses previously allocated to such Class, plus interest thereon at
the Pass-Through Rate for such Class compounded monthly from the date the related Realized
Loss was allocated to such Class;




     (xvi) to the Class E Certificates, in respect of interest, up to an amount equal to the
Interest Distribution Amount for such Class;




     (xvii) to the Class E Certificates, in reduction of the Certificate Principal Amount
thereof, up to an amount equal to the Principal Distribution Amount for such Distribution
Date less the portion of such Principal Distribution Amount distributed pursuant to all
prior clauses, until the Certificate Principal Amount thereof is reduced to zero;




     (xviii) to the Class E Certificates, up to an amount equal to the aggregate of
unreimbursed Realized Losses previously allocated to such Class, plus interest thereon at
the Pass-Through Rate for such Class compounded monthly from the date the related Realized
Loss was allocated to such Class;




     (xix) to the Class F Certificates, in respect of interest, up to an amount equal to the
Interest Distribution Amount for such Class;




     (xx) to the Class F Certificates, in reduction of the Certificate Principal Amount
thereof, up to an amount equal to the Principal Distribution Amount for such Distribution
Date less the portion of such Principal Distribution Amount distributed pursuant to all
prior clauses, until the Certificate Principal Amount thereof is reduced to zero;



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     (xxi) to the Class F Certificates, up to an amount equal to the aggregate of
unreimbursed Realized Losses previously allocated to such Class, plus interest thereon at
the Pass-Through Rate for such Class compounded monthly from the date the related Realized
Loss was allocated to such Class;




     (xxii) to the Class G Certificates, in respect of interest, up to an amount equal to
the Interest Distribution Amount for such Class;




     (xxiii) to the Class G Certificates, in reduction of the Certificate Principal Amount
thereof, up to an amount equal to the Principal Distribution Amount for such Distribution
Date less the portion of such Principal Distribution Amount distributed pursuant to all
prior clauses, until the Certificate Principal Amount thereof is reduced to zero;




     (xxiv) to the Class G Certificates, up to an amount equal to the aggregate of
unreimbursed Realized Losses previously allocated to such Class, plus interest thereon at
the Pass-Through Rate for such Class compounded monthly from the date the related Realized
Loss was allocated to such Class;




     (xxv) to the Class NR Certificates, in respect of interest, up to an amount equal to
the Interest Distribution Amount for such Class;




     (xxvi) to the Class NR Certificates, in reduction of the Certificate Principal Amount
thereof, up to an amount equal to the Principal Distribution Amount for such Distribution
Date less the portion of such Principal Distribution Amount distributed pursuant to all
prior clauses, until the Certificate Principal Amount thereof is reduced to zero;




     (xxvii) to the Class NR Certificates, up to an amount equal to the aggregate of
unreimbursed Realized Losses previously allocated to such Class, plus interest thereon at
the Pass-Through Rate for such Class compounded monthly from the date the related Realized
Loss was allocated to such Class; and




     (xxviii) to the Class R Certificates in respect of the Upper-Tier REMIC Residual
Interest, any amounts remaining in the Upper-Tier Distribution Account.



          Notwithstanding the foregoing, on each Distribution Date occurring on and after the Cross-Over
Date, in place of the allocation of principal payments described in priority (ii) above, remaining
Available Funds at such level shall be distributed up to an amount equal to the Principal
Distribution Amount for such Distribution Date to the Class A Senior Certificates, pro rata, based
on their respective Certificate Principal Amounts, in reduction of their respective
Certificate Principal Amounts. Any remaining Available Funds shall then be allocated as
provided in priorities (iii) through (xxviii) above.



          All references to “pro rata” in the preceding clauses with respect to interest and Interest
Shortfalls shall mean pro rata based on the amount distributable pursuant to such clauses, with
respect to distributions of principal other than in reimbursement of Realized Losses shall mean pro
rata based on Certificate Principal Amount, and with respect to distributions in



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reimbursement of Realized Losses shall mean pro rata based on the amount of unreimbursed Realized Losses previously
allocated to the applicable Classes.




          All distributions of interest made in respect of a Class of Class X Certificates on any
Distribution Date pursuant to clause (b)(i) above, shall be deemed to have been made in respect of
all the Components of such Class, pro rata in accordance with the respective amounts of interest
that would be payable on such Components on such Distribution Date based on one-twelfth of the
Class X Strip Rate of such Component multiplied by its respective Component Notional Amount,
reduced by its share of any Excess Prepayment Interest Shortfall for such Distribution Date,
together with any amounts thereof remaining unpaid from previous Distribution Dates.



          (c) (i) On any Distribution Date, any Yield Maintenance Charge collected on the Mortgage
Loans and on deposit in the Collection Account as of the related Determination Date shall be
distributed to the Holders of the Classes of Certificates as follows: (A) pro rata, between (x)
the group (the “YM Group A”) of Class A-1, Class A-2, Class A-3, Class A-4, Class A-J and
Class X-A Certificates and (y) the group (the “YM Group B” and collectively with the YM
Group A, the “YM Groups”) of Class B, Class C, Class D, Class E and Class X-B Certificates,
based upon the aggregate principal distributed to the Classes of Sequential Pay Certificates in
each YM Group on such Distribution Date, and (B) as among the Classes of Certificates in each YM
Group, in the following manner: (1) the Certificateholders of each Class of Sequential Pay
Certificates in such YM Group shall be entitled to receive on each Distribution Date, on a pro rata
basis according to entitlements, that portion of such Yield Maintenance Charge equal to the product
of (x) a fraction, the numerator of which is the amount distributed as principal to such Class on
such Distribution Date, and the denominator of which is the total amount of principal distributed
to all of the Sequential Pay Certificates in the related YM Group on such Distribution Date, (y)
the Base Interest Fraction for the related Principal Prepayment and such Class of Certificates and
(z) the amount of such Yield Maintenance Charge allocated to such YM Group and (2) any Yield
Maintenance Charges allocated to such YM Group collected during the related Prepayment Period
remaining after such distributions will be distributed to the Class of Class X Certificates in such
YM Group.



          After the Distribution Date on which the Class X-A Notional Amount and the Certificate
Principal Amounts of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-J, Class B, Class C,
Class D and Class E Certificates have been reduced to zero, all Yield Maintenance Charges collected
with respect to the Mortgage Loans will be distributed pro rata to the Holders of the Class X-B
Certificates.




     (ii) Any Yield Maintenance Charge that is to be distributed to the Regular Certificates
on any Distribution Date shall be deemed distributed from the Lower-Tier
REMIC to the Upper-Tier REMIC in respect of the Lower-Tier Regular Interests then
receiving a principal distribution, pro rata.



          (d) On each Distribution Date, the Certificate Administrator shall withdraw amounts from the
Excess Liquidation Proceeds Reserve Account and shall distribute such amounts in the following
priority:



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     (i) first, to the Holders of the Sequential Pay Certificates (in order of alphabetical
Class designation) up to an amount equal to all amounts remaining due and payable on the
Sequential Pay Certificates, and any Realized Loss allocable to such Certificates, after
application of the Available Funds for such Distribution Date; and




     (ii) second, pursuant to Section 3.05(c) of this Agreement, for distribution to
the Special Servicer as additional servicing compensation, the excess, if any, of (x) the
balance of the Excess Liquidation Proceeds Reserve Account on such Distribution Date over
(y) the aggregate Certificate Principal Amount of the Sequential Pay Certificates as of such
Distribution Date.



          Amounts paid with respect to the Mortgage Loans from the Excess Liquidation Proceeds Account
pursuant to the preceding clause (i) shall first be deemed to have been distributed to reimburse
the Lower-Tier REMIC in respect of any Realized Losses or other shortfalls allocated to the
Upper-Tier REMIC in respect of the Lower-Tier Regular Interests in reimbursement of Realized Losses
previously allocated thereto and payment of other amounts due thereon.



          (e) Reserved.



          (f) On each Distribution Date, following the deemed distributions of principal or in
reimbursement of previously allocated Realized Losses made in respect of the Lower-Tier Regular
Interests pursuant to Section 4.01(a)(ii), the Lower-Tier Principal Balance of each
Lower-Tier Regular Interest (after taking account of such deemed distributions) shall be reduced as
a result of Realized Losses to equal the Principal Balance of the Class of Corresponding
Certificates that will be outstanding immediately following such Distribution Date.



          (g) The Certificate Principal Amount of each Class of Sequential Pay Certificates entitled to
distributions of principal shall be reduced without distribution on any Distribution Date, as a
write-off, to the extent of any Realized Loss (for purposes of this calculation only, not giving
effect to any reductions of the Stated Principal Balance for payments of principal collected on the
Mortgage Loans that were used to reimburse any Workout-Delayed Reimbursement Amounts pursuant to
Section 3.06 of this Agreement to the extent such Workout-Delayed Reimbursement Amounts are
not otherwise determined to be Nonrecoverable Advances) allocated to such Class on such
Distribution Date. Any such write-offs shall be applied to the following Classes of Sequential Pay
Certificates in the following order, until the Certificate Principal Amount of each such Class is
reduced to zero; first, to the Class NR Certificates; second, to the Class G Certificates; third,
to the Class F Certificates; fourth, to the Class E Certificates; fifth, to the Class D
Certificates; sixth, to the Class C Certificates; seventh, to the Class B Certificates; eighth, to
the Class A-J Certificates; and, finally, pro rata to the Class
A-1 Certificates, the Class A-2 Certificates, the Class A-3 Certificates and the Class A-4
Certificates based on their respective Certificate
Principal Amounts. Any amounts recovered in
respect of any amounts previously written off as Realized Losses shall be distributed to the
Classes of Certificates to which Realized Losses have been allocated in order of their seniority
and shall be deemed to be distributed to the Corresponding Lower-Tier Regular Interests.
Reimbursement of previously allocated Realized Losses shall not constitute distributions of
principal for any purpose and shall not result in an additional reduction in the Certificate



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Principal Amount of the Class of Certificates in respect of which any such reimbursement is made.
To the extent any Nonrecoverable Advances (plus interest thereon) that were reimbursed from
principal collections on the Mortgage Loans and previously resulted in a reduction of the Principal
Distribution Amount are subsequently recovered on the related Mortgage Loan, the amount of such
recovery (plus interest thereon that would have accrued on the amount of such recovery had such
Certificate Principal Balance not been reduced in the first place from the time that the Realized
Loss relating to such recovery resulted in a write-down of the Certificate Principal Amount of the
applicable Class of Certificates until the time that the recovery of Realized Loss increased such
Certificate Principal Amount) shall be added to the Certificate Principal Amount of the Class or
Classes of Certificates that previously were allocated Realized Losses, in sequential order, in
each case up to the amount of the unreimbursed Realized Losses allocated to such Class. If the
Certificate Principal Amount of any Class is so increased, the amount of unreimbursed Realized
Losses of such Class shall be decreased by such amount.




          The Notional Amount of the Class X-A Certificates and their respective Components shall be
reduced to reflect reductions of the Certificate Principal Amount of the Class A-1, the Class A-2,
the Class A-3, the Class A-4 and the Class A-J Certificates and of the Lower-Tier Principal
Balances of the Corresponding Lower-Tier Regular Interests resulting from allocations of Realized
Losses. The Notional Amount of the Class X-B Certificates and their respective Components shall be
reduced to reflect reductions of the Certificate Principal Amount of the Class B, Class C, Class D,
Class E, Class F, Class G and Class NR Certificates and of the Lower-Tier Principal Balances of the
Corresponding Lower-Tier Regular Interests resulting from allocations of Realized Losses.



          (h) All amounts distributable, or reductions allocable on account of Realized Losses to a
Class of Certificates pursuant to this Section 4.01 on each Distribution Date shall be
allocated pro rata among the outstanding Certificates in each such Class based on their respective
Percentage Interests. Such distributions shall be made on each Distribution Date other than the
Termination Date to each Certificateholder of record on the related Record Date (a) by wire
transfer of immediately available funds to the account of such Certificateholder at a bank or other
entity located in the United States and having appropriate facilities therefor, if such
Certificateholder provides the Certificate Administrator with wiring instructions no less than five
(5) Business Days prior to the related Record Date, or otherwise (b) by check mailed to such
Certificateholder. The final distribution on each Certificate shall be made in like manner, but
only upon presentment and surrender of such Certificate at the office of the Certificate
Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as
such agent) that is specified in the notice to Certificateholders of such final distribution. The
Certificate Administrator shall be responsible for making all distributions on the Certificates
contemplated hereunder.



          (i) Except as otherwise provided in Section 9.01 with respect to an Anticipated
Termination Date, the Certificate Administrator shall, no later than the fifteenth day of the month
preceding the month in which the final distribution with respect to any Class of Certificates is
expected to be made (or, if the Certificate Administrator has not received notice of such
Anticipated Termination Date by such time, promptly following the Certificate Administrator’s
receipt of such notice), mail to each Holder of such Class of Certificates, on such date a notice
to the effect that:



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     (i) the Certificate Administrator reasonably expects based upon information previously
provided to it that the final distribution with respect to such Class of Certificates will
be made on such Distribution Date, but only upon presentation and surrender of such
Certificates at the office of the Certificate Administrator therein specified, and




     (ii) if such final distribution is made on such Distribution Date, no interest shall
accrue on such Class of Certificates, or on the Corresponding Lower-Tier Regular Interest,
from and after such Distribution Date;


provided, however, that the Class R Certificates shall remain outstanding until
there is no other Class of Certificates or Lower-Tier Regular Interests outstanding.




          Any funds not distributed to any Holder or Holders of Certificates of such Class on such
Distribution Date because of the failure of such Holder or Holders to tender their Certificates
shall, on such date, be set aside and held in trust for the benefit of the appropriate
non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to
this Section 4.01(i) shall not have been surrendered for cancellation within six months
after the time specified in such notice, the Certificate Administrator shall mail a second notice
to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation
to receive the final distribution with respect thereto. If within one year after the second notice
not all of such Certificates shall have been surrendered for cancellation, the Certificate
Administrator may, directly or through an agent, take appropriate steps to contact the remaining
non-tendering Certificateholders concerning surrender of their Certificates. The costs and
expenses of holding such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. If within two years after the second notice any such Certificates shall not have
been surrendered for cancellation, the Paying Agent shall pay to the Certificate Administrator all
amounts distributable to the Holders thereof, and the Certificate Administrator shall thereafter
hold such amounts for the benefit of such Holders until the earlier of (i) its termination as
Certificate Administrator hereunder and the transfer of such amounts to a successor Certificate
Administrator and (ii) the termination of the Trust Fund and distribution of such amounts to the
Class R Certificateholders. No interest shall accrue or be payable to any Certificateholder on any
amount held in trust hereunder or by the Certificate Administrator as a result of such
Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with this Section 4.01(i). Any funds not distributed on such Distribution Date shall be
set aside and held uninvested in trust for the benefit of Certificateholders not presenting and
surrendering their Certificates in the aforesaid manner.



          (j) Reserved.



          (k) Excess Prepayment Interest Shortfalls shall be allocated to each Class of Regular
Certificates, pro rata, based upon the amount of interest accrued with respect to each Class of
Certificates and shall be allocated to the Corresponding Lower-Tier Regular Interests, pro rata, in
respect of the Corresponding Certificates based on interest accrued.




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          (l) On each Distribution Date, any Excess Interest received during the related Prepayment
Period with respect to the Mortgage Loans shall be distributed to the Holders of the Class S
Certificates from the Excess Interest Distribution Account.



          Section 4.02 Statements to Certificateholders; Certain Reports by the Master Servicer and the
Special Servicer.



          (a) Based on information received from the Master Servicer and its own calculations, on each
Distribution Date, the Certificate Administrator shall provide or make available a report,
including reports in substantially the form attached hereto as Exhibit D (the
“Distribution Date Statement”), setting forth, among other things, the following
information:




     (A) the amount of distributions, if any, made on such Distribution Date to the
holders of each Class of Sequential Pay Certificates and applied to reduce the
respective Certificate Principal Amount thereof;




     (B) the amount of distributions, if any, made on such Distribution Date to the
Holders of each Class of Certificates allocable to (A) Interest Distribution
Amount, (B) Yield Maintenance Charges and (C) Excess Interest;




     (C) the amount of any distributions made on such Distribution Date to the
Holders of the Class R Certificates;




     (D) the aggregate amount of outstanding P&I Advances with respect to each
Split-Loan, as of the related Determination Date;




     (E) the aggregate amount of Servicing Fees and Special Servicing Compensation
retained by or paid to the Master Servicer and the Special Servicer in respect of
the related Collection Period;




     (F) the aggregate Stated Principal Balance of the Mortgage Loans (including
any REO Mortgage Loans, Split-Loans and REO Companion Loans) immediately before and
after such Distribution Date;




     (G) the number, aggregate principal balance, weighted average remaining term
to maturity and weighted average Mortgage Loan Rate of the outstanding Mortgage
Loans, at the close of business on the related Determination Date;




     (H) as of the Determination Date, the number and aggregate unpaid principal
balance of Mortgage Loans (A) delinquent one month, (B) delinquent two months, (C)
delinquent three or more months, (D) that are Specially Serviced Mortgage Loans but
are not delinquent or (E) as to which foreclosure proceedings have been commenced;




     (I) the aggregate Stated Principal Balance of Mortgage Loans as to which the
related Mortgagor is subject or is expected to be subject to a bankruptcy
proceeding;



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     (J) with respect to any Mortgage Loan as to which the related Mortgaged
Property became an REO Property during the related Prepayment Period, the Stated
Principal Balance and unpaid principal balance of such Mortgage Loan as of the date
such Mortgaged Property became an REO Property and the most recently determined
Appraised Value and date upon which the Appraisal was performed;




     (K) as to any Mortgage Loan repurchased, substituted for or otherwise
liquidated or disposed of during the related Prepayment Period, the Loan Number
thereof and the amount of any Liquidation Proceeds and/or other amounts, if any,
received thereon during the related Prepayment Period and the portion thereof
included in the Available Funds for such Distribution Date;




     (L) with respect to any REO Property included in the Trust Fund as of the
close of business on the last day of the related Prepayment Period, the Loan Number
of the related Mortgage Loan, the book value of such REO Property and the amount of
any income collected with respect to such REO Property (net of related expenses)
and other amounts, if any, received on such REO Property during the related
Prepayment Period and the portion thereof included in the Available Funds for such
Distribution Date and the most recently determined Appraised Value and date upon
which the Appraisal was performed;




     (M) with respect to any REO Property sold or otherwise disposed of during the
related Prepayment Period, the Loan Number of the related Mortgage Loan, and the
amount of Liquidation Proceeds and other amounts, if any, received in respect of
such REO Property during the related Prepayment Period, the portion thereof
included in the Available Funds for such Distribution Date and the balance of the
Excess Liquidation Proceeds Reserve Account for such Distribution Date;




     (N) the Interest Distribution Amount in respect of each Class of Regular
Certificates for such Distribution Date;




     (O) any unpaid Interest Distribution Amount in respect of each Class of
Regular Certificates after giving effect to the distributions made on such
Distribution Date;




     (P) the Pass-Through Rate for each Class of Regular Certificates for such
Distribution Date;




     (Q) the original Certificate Principal Amount or Notional Amount as of the
Closing Date and the Certificate Principal Amount or Notional Amount, as the case may be, of each Class of Regular Certificates immediately
before and immediately after such Distribution Date, separately identifying any
reduction in the Certificate Principal Amount or Notional Amount, as the case may
be, of each such Class due to Realized Losses;



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     (R) the Certificate Factor for each Class of Regular Certificates immediately
following such Distribution Date;




     (S) the Principal Distribution Amount for such Distribution Date;




     (T) the aggregate amount of Principal Prepayments made during the related
Collection Period, and the aggregate amount of any Prepayment Interest Excesses
received and Prepayment Interest Shortfalls incurred in connection therewith;




     (U) the aggregate amount of Realized Losses and Additional Trust Fund
Expenses, if any, incurred with respect to the Trust Fund during the related
Collection Period;




     (V) any Appraisal Reduction Amounts on a loan-by-loan basis, and the total
Appraisal Reduction Amounts, as of the related Determination Date;




     (W) identification of any material modification, extension or waiver of a
Mortgage Loan;




     (X) identification of any material breach of the representations and
warranties given with respect to a Mortgage Loan by the Mortgage Loan Seller;




     (Y) the identity of the Operating Advisor;




     (Z) the amount of the Certificate Administrator Fee (including the portion of
the Certificate Administrator Fee that represents the Trustee Fee) and the
Operating Advisor Fee paid with respect to such Distribution Date; and




     (AA) such additional information as contemplated by Exhibit D to this
Agreement.



          In the case of information furnished pursuant to subclauses (A), (B), (C) and (Q) above, the
amounts shall be expressed as a dollar amount in the aggregate for all Certificates of each
applicable Class and per single Certificate of a specified minimum denomination. The form of any
Distribution Date Statement may change over time.



          The Certificate Administrator shall include on each Distribution Date Statement a statement
that each Certificateholder and Beneficial Owner may access
notices on the Certificate Administrator’s Website and each Certificateholder and Beneficial
Owner may register to receive email notifications when such notices are posted on the Certificate
Administrator’s Website; provided that the Certificate Administrator shall be entitled to
reimbursement from the requesting Certificateholders for the reasonable expenses of posting such
notices.



          On each Distribution Date, the Certificate Administrator shall make available via the Certificate
Administrator’s Website to each Holder of a Class R Certificate a copy of the reports made
available to the other Certificateholders on such Distribution Date and a statement setting forth
the amounts, if any, actually distributed with respect to the Class R Certificates in



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respect of
the related Trust REMIC on such Distribution Date. Such obligation of the Certificate
Administrator shall be deemed to have been satisfied to the extent that it provided substantially
comparable information pursuant to any requirements of the Code as from time to time in force.
Absent manifest error, none of the Master Servicer or the Special Servicer shall be responsible for
the accuracy or completeness of any information supplied to it by a Mortgagor or the Mortgage Loan
Seller (including the information in the Prospectus Supplement) or any other third party that is
included in any reports, statements, materials or information prepared or provided by the Master
Servicer or the Special Servicer, as applicable.




          The Certificate Administrator shall make available each month, via the Certificate Administrator’s
Website, to any Privileged Person (or, in the case of item (vii) below, solely to
Certificateholders and Beneficial Owners and provided that the Prospectus (as supplemented by the
Prospectus Supplement), Distribution Date Statements, this Agreement, the Mortgage Loan Purchase
Agreement and the SEC EDGAR filings referred to in clause (ii) below (collectively, the “Public
Documents”) shall be made available to the general public), the following items, to the extent
such items do not constitute Privileged Information:




          (i) the following “deal documents”:





     (A) Prospectus (as supplemented by the Prospectus Supplement) and the Private
Placement Memorandum; and




     (B) this Agreement, each sub-servicing agreement delivered to the Certificate
Administrator since the Closing Date (if any), the Mortgage Loan Purchase Agreement
and any amendments and exhibits hereto or thereto;



          (ii) the following “SEC EDGAR filings”:





     (A) any reports on Forms 10-D, 10-K and 8-K that have been filed by the
Certificate Administrator with respect to the Trust through the EDGAR system;



          (iii) the following “periodic reports”:





     (A) the Distribution Date Statements; and




     (B) the supplemental reports and the CREFC data files identified as such in
the definition of “CREFC Investor Reporting Package (IRP)”, to the extent it has
received or prepared such report or file;



          (iv) the following “additional documents”:





     (A) the summary of any Final Asset Status Report delivered to the Certificate
Administrator in electronic format pursuant to Section 3.21 of this
Agreement; and




     (B) any other Third Party Reports (or updates thereto) delivered to the
Certificate Administrator in electronic format; and



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     (C) all Operating Advisor Annual Reports;



          (v) the following “special notices”:





     (A) all Special Notices;




     (B) notice of any waiver, modification or amendment of any term of any
Mortgage Loan;




     (C) notice of final payment on the Certificates;




     (D) all notices of the occurrence of any Events of Default received by the
Certificate Administrator;




     (E) notice of termination or resignation of the Master Servicer, the Special
Servicer, the Operating Advisor or the Trustee (and appointments of successors to
the Master Servicer, the Special Servicer, the Operating Advisor or the Trustee);




     (F) any and all officer’s certificates and other evidence delivered to the
Certificate Administrator to support the Master Servicer’s, the Trustee’s or the
Special Servicer’s, as the case may be, determination that any Advance was (or, if
made, would be) a Nonrecoverable Advance;




     (G) any notice of the termination of the Trust;




     (H) the annual assessments as to compliance and the officer’s certificates
delivered by the related party in respect thereof to the Certificate Administrator
since the Closing Date pursuant to Sections 10.09 and Section 10.10
of this Agreement; and




     (I) the annual independent public accountants’ servicing reports delivered to
the Certificate Administrator since the Closing Date pursuant to Section
10.11 of this Agreement;



          (vi) the Investor Q&A Forum; and




          (vii) solely to Certificateholders and Beneficial Owners, the Investor Registry.




          The Certificate Administrator makes no representations or warranties as to the accuracy or
completeness of the information provided pursuant to this Section and assumes no responsibility
therefor. In addition, the Certificate Administrator disclaims responsibility for any information
distributed by the Certificate Administrator for which it is not the original source. In
connection with providing access to the Certificate Administrator’s Website, the Certificate
Administrator may require registration and acceptance of a disclaimer and may require a recipient
of any of the information set forth above (other than the Public Documents) to execute a
confidentiality agreement (which may be in the form of a web page “click-through”). The




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Certificate Administrator shall not be liable for the dissemination of information in accordance
with this Agreement.




          The Certificate Administrator may provide such information through means other than (and in lieu
of) the Certificate Administrator’s Website; provided that (i) the Depositor shall have
consented to such alternative means and (ii) Certificateholders and each Pari Passu Companion Loan
Holder shall have received notice of such alternative means (which notice may be given via the
Certificate Administrator’s Website).




          Any Certificateholder or Beneficial Owner that is a Mortgagor, a Manager of a Mortgaged Property,
an Affiliate of the foregoing, or an agent of any Mortgagor shall be entitled to access only the
Public Documents on the Certificate Administrator’s Website. The provisions in this Section shall
not limit the Master Servicer’s ability to make accessible certain information regarding the
Mortgage Loans at a website maintained by the Master Servicer.




          Within a reasonable period of time after the end of each calendar year, the Certificate
Administrator shall furnish to each Person who at any time during the calendar year was a Holder of
a Definitive Certificate, a statement containing the information as to the applicable Class set
forth in clauses (A), (B) and (C) of the description of Distribution Date Statements above
aggregated for such calendar year or applicable portion thereof during which such person was a
Certificateholder, together with such other information as the Certificate Administrator determines
to be necessary to enable Certificateholders to prepare their tax returns for such calendar year.
Such obligation of the Certificate Administrator shall be deemed to have been satisfied to the
extent that substantially comparable information shall be provided by the Certificate Administrator
pursuant to any requirements of the Code as from time to time are in force.




          The Certificate Administrator shall make available, only to Privileged Persons, the Investor Q&A
Forum. The “Investor Q&A Forum” shall be a service available on the Certificate
Administrator’s Website, where Certificateholders and Beneficial Owners may (i)(a) submit questions
to the Certificate Administrator relating to the Distribution Date Statement, (b) submit questions
to the Master Servicer or the Special Servicer, as applicable, relating to the servicing reports
prepared by that party and being made
available pursuant to this Section 4.02(a), the Mortgage Loans (or the Split-Loans) or the
Mortgaged Properties and (c) submit questions to the Operating Advisor relating to the Operating
Advisor Annual Reports or actions by the Master Servicer or the Special Servicer as to which the
Operating Advisor has consultation rights, whether or not referenced in any Operating Advisor
Annual Report (collectively, “Inquiries”), and (ii) view Inquiries that have been
previously submitted and answered, together with the answers thereto. Upon receipt of an Inquiry
for the Operating Advisor, the Master Servicer or the Special Servicer, the Certificate
Administrator shall forward the Inquiry to the Operating Advisor, the Master Servicer or the
Special Servicer, as applicable, in each case within a commercially reasonable period following
receipt thereof, together with the identity of the inquiring party. Within a commercially
reasonable time following receipt of an Inquiry, the Certificate Administrator, the Operating
Advisor, the Master Servicer or the Special Servicer, as applicable, unless it determines not to
answer such Inquiry as provided below, and subject to the terms and conditions of the second next
following paragraph, shall reply to the Inquiry, which reply of the Operating Advisor, the Master
Servicer or Special Servicer shall be




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by email to the Certificate Administrator. The Certificate
Administrator shall post (within a commercially reasonable period following preparation or receipt
of such answer, as the case may be) such Inquiry and the related answer to the Certificate
Administrator’s Website. If the Certificate Administrator, the Operating Advisor, the Master
Servicer or the Special Servicer determines, in its respective sole discretion, that (i) any
Inquiry is not of a type described above, (ii) answering any Inquiry would not be in the best
interests of the Trust and/or the Certificateholders, (iii) answering any Inquiry would be in
violation of applicable law, this Agreement or the applicable Loan Documents, (iv) answering any
Inquiry would materially increase the duties of, or result in significant additional cost or
expense to, the Certificate Administrator, the Operating Advisor, the Master Servicer or the
Special Servicer, as applicable, or (v) answering any Inquiry is otherwise, for any reason, not
advisable to answer, it shall not be required to answer such Inquiry and, in the case of the
Operating Advisor, the Master Servicer or the Special Servicer, shall promptly notify the
Certificate Administrator. The Certificate Administrator shall notify the Person who submitted
such Inquiry if the Inquiry will not be answered. The Certificate Administrator shall not be
required to post to the Certificate Administrator’s Website any Inquiry or answer thereto that the
Certificate Administrator determines, in its sole discretion, is administrative or ministerial in
nature. The Investor Q&A Forum will not reflect questions, answers and other communications which
are not submitted via the Certificate Administrator’s Website. Answers posted on the Investor Q&A
Forum shall be attributable only to the respondent, and no other Person will certify as to the
accuracy, or will have any responsibility or liability for the content of any such information.
The Certificate Administrator shall not disclose Privileged Information in the Investor Q&A Forum.




          The Certificate Administrator shall make available to any Certificateholder and Beneficial Owner
(other than a Mortgagor, a Manager of a Mortgaged Property, an Affiliate of any of the foregoing or
an agent of any Mortgagor), the Investor Registry. The “Investor Registry” shall be a
voluntary service available on the Certificate Administrator’s Website, where Certificateholders
and Beneficial Owners can register and thereafter obtain information with respect to any other
Certificateholder or Beneficial
Owner that has so registered. Any person registering to use the Investor Registry shall be
required to certify that (a) it is a Certificateholder or a Beneficial Owner and (b) it grants
authorization to the Certificate Administrator to make its name and contact information available
on the Investor Registry for at least 45 days from the date of such certification to other
registered Certificateholders and registered Beneficial Owners. Such Person shall then be asked to
enter certain mandatory fields such as the individual’s name, the company name and email address,
as well as certain optional fields such as address, phone, and Class(es) of Certificates owned. If
any Certificateholder or Beneficial Owner notifies the Certificate Administrator that it wishes to
be removed from the Investor Registry (which notice may not be within 45 days of its registration),
the Certificate Administrator shall promptly remove it from the Investor Registry. The Certificate
Administrator will not be responsible for verifying or validating any information submitted on the
Investor Registry, or for monitoring or otherwise maintaining the accuracy of any information
thereon. The Certificate Administrator may require acceptance of a waiver and disclaimer for
access to the Investor Registry.




          Notwithstanding the foregoing, in no event shall any provision of this Agreement be construed to
require the Master Servicer, the Special Servicer or the Certificate Administrator to produce any
ad hoc or non-standard written reports (in addition to the CREFC reports,




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inspection reports and
other specific periodic reports otherwise required). If the Master Servicer, the Special Servicer
or the Certificate Administrator elects to provide any ad hoc or non-standard reports, it may
require the Person requesting such report to pay a reasonable fee to cover the costs of the
preparation thereof.




          Upon filing with the IRS, the Certificate Administrator shall furnish to the Holders of the Class R
Certificates the IRS Form 1066 for each Trust REMIC and shall furnish their respective Schedules Q
thereto at the times required by the Code or the IRS, and shall provide from time to time such
information and computations with respect to the entries on such forms as any Holder of the Class R
Certificates may reasonably request.




          The specification of information to be furnished by the Certificate Administrator in this
Section 4.02 (and any other terms of this Agreement requiring or calling for delivery or
reporting of information by the Certificate Administrator to Certificateholders and Beneficial
Owners) shall not limit the Certificate Administrator in furnishing, and the Certificate
Administrator is hereby authorized to furnish, to any Privileged Person any other information (such
other information, collectively, “Additional Information”) with respect to the Mortgage
Loans (or the Split-Loans), the Mortgaged Properties or the Trust Fund as may be provided to it by
the Depositor, the Master Servicer or the Special Servicer or gathered by it in any investigation
or other manner from time to time, provided that (A) while there exists any Event of
Default, any such Additional Information shall only be furnished with the consent or at the request
of the Depositor (except pursuant to clause (E) below or to the extent such information is
requested by a Certifying Certificateholder), (B) the Certificate Administrator shall be entitled
to indicate the source of all information furnished by it, and the Certificate Administrator may
affix thereto any disclaimer it deems appropriate in its sole discretion (together with any
warnings as to the confidential nature and/or the uses of such information as it may, in its sole
discretion, determine appropriate), (C) the Certificate Administrator may notify
any Privileged Person of the availability of any such information in any manner as it, in its sole
discretion, may determine, (D) the Certificate Administrator shall be entitled (but not obligated)
to require payment from each recipient of a reasonable fee for, and its out-of-pocket expenses
incurred in connection with, the collection, assembly, reproduction or delivery of any such
Additional Information, and (E) the Certificate Administrator shall be entitled to distribute or
make available such Additional Information in accordance with such reasonable rules and procedures
as it may deem necessary or appropriate (which may include the requirement that an agreement that
provides such information shall be used solely for purposes of evaluating the investment
characteristics or valuation of the Certificates be executed by the recipient, if and to the extent
the Certificate Administrator deems the same to be necessary or appropriate). Nothing herein shall
be construed to impose upon the Certificate Administrator any obligation or duty to furnish or
distribute any Additional Information to any Person in any instance, and the Certificate
Administrator shall neither have any liability for furnishing nor for refraining from furnishing
Additional Information in any instance. The Certificate Administrator shall be entitled (but not
required) to request and receive direction from the Depositor as to the manner of delivery of any
such Additional Information, if and to the extent the Certificate Administrator deems necessary or
advisable, and to require that any consent, direction or request given to it pursuant to this
Section be made in writing.





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          The Depositor hereby authorizes the Certificate Administrator to, and the Certificate Administrator
shall, make available to Bloomberg Financial Markets, L.P., Trepp, LLC, Intex Solutions, Inc.,
BlackRock Financial Management, Inc., Markit Group Limited or such other vendor chosen by the
Depositor that submits to the Certificate Administrator a certification in the form of Exhibit
M-4 to this Agreement, all the Distribution Date Statements, CREFC reports and supplemental
notices delivered or made available pursuant to this Section 4.02(a) to Privileged Persons.




          (b) No later than the Business Day prior to each Distribution Date, subject to the penultimate
paragraph of this subsection (b), the Master Servicer shall deliver or cause to be delivered to the
Certificate Administrator, the Operating Advisor, the Special Servicer and any master servicer of a
securitization of the Companion Loan in electronic form mutually acceptable to the Certificate
Administrator, the Operating Advisor, the Special Servicer and the Master Servicer the following
reports or information (and any other files as may become adopted and promulgated by CREFC as part
of the CREFC Investor Reporting Package (IRP) from time to time): (1) a CREFC REO Status Report,
(2) a CREFC Historical Loan Modification and Corrected Mortgage Loan Report, (3) CREFC Total Loan
Report, (4) the CREFC Servicer Watch List and Portfolio Review Guidelines, (5) the CREFC Financial
File, (6) the CREFC Property File, (7) except for the first two Distribution Dates, the CREFC
Comparative Financial Status Report, (8) the CREFC Loan Level Reserve/LOC Report, (9) the CREFC
Advance Recovery Report and (10) the CREFC Delinquent Loan Status Report.



          No later than the Business Day prior to each Distribution Date except for the first two
Distribution Dates, the Master Servicer shall deliver to the Certificate Administrator and the
Operating Advisor (by electronic means) the CREFC Comparative Financial Status
Report for each Mortgage Loan or related Mortgaged Property as of the Determination Date
immediately preceding the preparation of such report for each of the following three periods (but
only to the extent the related Mortgagor is required by the Mortgage to deliver and does deliver,
or otherwise agrees to provide and does provide, such information): (a) the most current available
year-to-date; (b) each of the previous two full fiscal years stated separately (to the extent such
information is in the Master Servicer’s possession); and (c) the “base year” (representing the
original analysis of information used as of the Cut-Off Date).



          No later than 2:00 p.m., New York City time, on the second Business Day prior to each Distribution
Date, the Master Servicer shall deliver to the Certificate Administrator and the Operating Advisor
a CREFC Loan Periodic Update File setting forth certain information with respect to the Mortgage
Loans and Mortgaged Properties.



          Pursuant to Section 3.03(b) of this Agreement, the Master Servicer or the Special Servicer,
as the case may be, shall notify the Certificate Administrator in the CREFC Loan Periodic Update
File if such party receives Excess Interest on or prior to the Determination Date for any
Distribution Date, or receives notice from the related Mortgagor that such party will be receiving
Excess Interest on or prior to the Determination Date for any Distribution Date.



          The Master Servicer shall provide to the Certificate Administrator and the Operating Advisor the
CREFC Loan Setup File within 60 days of the first Distribution Date hereunder to the extent it has
received from the Mortgage Loan Sellers one or more spreadsheets



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(with the data fields filled)
containing the data necessary for the completion of the aggregate pool-wide CREFC Loan Setup File.




          In addition, the Master Servicer or Special Servicer, as applicable, shall prepare with respect to
each Mortgaged Property and REO Property:




          Within 45 days after receipt of a quarterly operating statement, if any, commencing with the
calendar quarter ended March 31, 2012, a CREFC Operating Statement Analysis Report (but only to the
extent the related Mortgagor is required by the Mortgage to deliver and does deliver, or otherwise
agrees to provide and does provide, related financial reporting information) for such Mortgaged
Property or REO Property as of the end of such calendar quarter. The Master Servicer (with respect
to non-Specially Serviced Mortgage Loans) or Special Servicer (with respect to Specially Serviced
Mortgage Loans), as applicable, shall deliver or make available to the Certificate Administrator,
the Operating Advisor and any related Companion Loan Holder by electronic means the CREFC Operating
Statement Analysis Report; and




          Within 45 days after receipt by the Special Servicer (with respect to Specially Serviced Mortgage
Loans) or the Master Servicer (with respect to non-Specially Serviced Mortgage Loans) of an annual
operating statement, commencing with the calendar year ending December 31, 2012, a CREFC NOI
Adjustment Worksheet (but only to the extent the related Mortgagor is required by the Mortgage to
deliver and does deliver, or otherwise agrees to provide and does provide, related financial
reporting), presenting the
computation to “normalize” the full year net operating income and debt service coverage numbers
used by the Master Servicer in preparing the CREFC Comparative Financial Status Report above. The
Special Servicer or the Master Servicer shall deliver or make available to the Certificate
Administrator, the Operating Advisor and any related Companion Loan Holder by electronic means the
CREFC NOI Adjustment Worksheet.




          The Certificate Administrator shall deliver or shall cause to be delivered, subject to Section
11.14 of this Agreement, to each Rating Agency and, upon request, to each Certificateholder, to
each party hereto, to any Underwriter, any Initial Purchaser and to each Person that provides the
Certificate Administrator with an Investor Certification a copy of the CREFC Operating Statement
Analysis Report and CREFC NOI Adjustment Worksheet most recently performed by the Master Servicer
with respect to any Mortgage Loan or any Split-Loan and delivered to the Certificate Administrator.




          The Master Servicer shall deliver to the Certificate Administrator, upon reasonable request of the
Certificate Administrator, any and all information relating to the Mortgage Loans or the
Split-Loans in the possession of the Master Servicer (which information shall be based upon reports
delivered to the Master Servicer by the Special Servicer with respect to Specially Serviced
Mortgage Loans and REO Property) to the extent reasonably necessary to perform its duties and
obligations hereunder.




          Further, the Master Servicer shall cooperate with the Special Servicer and provide the Special
Servicer with the information in the possession of the Master Servicer reasonably requested by the
Special Servicer, in writing, to the extent required to allow the Special Servicer




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to perform its
obligations under this Agreement with respect to those Mortgage Loans serviced by the Master
Servicer.




          The obligation of the Master Servicer to deliver the reports required to be delivered by it
pursuant to this subsection is subject to the Master Servicer having received from the Special
Servicer in a timely manner the related reports and information in the possession of the Special
Servicer necessary or required to enable the Master Servicer to prepare and deliver such reports.
The Master Servicer shall not be responsible for the accuracy or content of any report, document or
information furnished by the Special Servicer to the Master Servicer pursuant to this Agreement and
accepted by the Master Servicer in good faith pursuant to this Agreement.




          The obligation of the Special Servicer to deliver the reports required to be delivered by it
pursuant to this subsection is subject to the Special Servicer having received from the Master
Servicer in a timely manner the related reports and information in the possession of the Master
Servicer necessary or required to enable the Special Servicer to prepare and deliver such reports.
The Special Servicer shall not be responsible for the accuracy or content of any report, document
or information furnished by the Master Servicer to the Special Servicer pursuant to this Agreement
and accepted by the Special Servicer in good faith pursuant to this Agreement.




          (c) Not later than 2:00 p.m. (New York City time) on the first Business Day after each
Determination Date, the Special Servicer shall forward to the
Master Servicer and Operating Advisor, upon request, for each Specially Serviced Mortgage Loan
and REO Property, a CREFC Special Servicer Loan File. The Special Servicer shall also deliver to
the Certificate Administrator, upon the reasonable written request of the Certificate
Administrator, any and all additional information in the possession of the Special Servicer
relating to the Specially Serviced Mortgage Loans and the REO Properties.



          The Special Servicer shall cooperate with the Master Servicer and provide the Master Servicer with
the information in the possession of the Special Servicer reasonably requested by the Master
Servicer, in writing, to the extent required to allow the Master Servicer to perform its
obligations under this Agreement with respect to the Specially Serviced Mortgage Loans and REO
Properties.



          The Master Servicer may make available to Beneficial Owners who have certified to the Master
Servicer their beneficial ownership of any Certificate, or to prospective Beneficial Owners who
provide appropriate confirmation that they are prospective Beneficial Owners and who certify that
they intend to keep any information confidential, copies of any reports or files prepared by the
Master Servicer pursuant to this Agreement. The Master Servicer may make information concerning
the Mortgage Loans or the Split-Loans available on any website that it has established.



          Section 4.03 Compliance with Withholding Requirements. Notwithstanding any other provision
of this Agreement, the Paying Agent shall comply with all federal withholding requirements with
respect to payments to Certificateholders of interest or original issue discount that the Paying
Agent reasonably believes are applicable under the Code. The




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consent of Certificateholders shall
not be required for any such withholding. In the event the Paying Agent or its agent withholds any
amount from interest or original issue discount payments or advances thereof to any
Certificateholder pursuant to federal withholding requirements, the Paying Agent shall indicate the
amount withheld to such Certificateholder. Any amount so withheld shall be treated as having been
distributed to such Certificateholder for all purposes of this Agreement.




          Section 4.04 REMIC Compliance.




          (a) The parties intend that each Trust REMIC shall constitute, and that the affairs of each
Trust REMIC shall be conducted so as to qualify it as, a “real estate mortgage investment conduit”
as defined in, and in accordance with, the REMIC Provisions, and the provisions hereof shall be
interpreted consistently with this intention. In furtherance of such intention, the Certificate
Administrator shall, to the extent permitted by applicable law, act as agent, and is hereby
appointed to act as agent, of each Trust REMIC and shall on behalf of each Trust REMIC: (i)
prepare, deliver to the Trustee for execution (and the Trustee shall execute) and file, or cause to
be prepared and filed, all required Tax Returns for each Trust REMIC, using a calendar year as the
taxable year for each Trust REMIC when and as required by the REMIC Provisions and other
applicable federal, state or local income tax laws; (ii) make an election, on behalf of each Trust
REMIC, to be treated as a REMIC on IRS Form 1066 for its first taxable year ending December 31,
2011, in accordance with the REMIC Provisions; (iii) prepare and forward, or cause to be prepared
and forwarded, to the Certificateholders (other than the Holders of the Class S Certificates) and
the IRS and applicable state and local tax authorities all information reports as and when required
to be provided to them in accordance with the REMIC Provisions of the Code; (iv) if the filing or
distribution of any documents of an administrative nature not addressed in clauses (i) through
(iii) of this Section 4.04(a) is then required by the REMIC Provisions in order to maintain
the status of each Trust REMIC as a REMIC or is otherwise required by the Code, prepare, sign and
file or distribute, or cause to be prepared and signed and filed or distributed, such documents
with or to such Persons when and as required by the REMIC Provisions or the Code or comparable
provisions of state and local law; (v) obtain a taxpayer identification number for each Trust
REMIC, and the Grantor Trust on IRS Form SS-4, and, within thirty days of the Closing Date, furnish
or cause to be furnished to the IRS, on IRS Form 8811 or as otherwise may be required by the Code,
the name, title and address of the Person that the holders of the Certificates may contact for tax
information relating thereto (and the Certificate Administrator shall act as the representative of
each Trust REMIC for this purpose), together with such additional information as may be required by
such IRS Form, and shall update such information at the time or times and in the manner required by
the Code (and the Depositor agrees within 10 Business Days of the Closing Date to provide any
information reasonably requested by the Master Servicer or the Certificate Administrator and
necessary to make such filing); and (vi) maintain such records relating to each Trust REMIC as may
be necessary to prepare the foregoing returns, schedules, statements or information, such records,
for federal income tax purposes, to be maintained on a calendar year and on an accrual basis.



          The Holder of the largest Percentage Interest in the Class R Certificates shall be the tax matters
person of each Trust REMIC pursuant to Treasury Regulations Section 1.860F-4(d). If more than one
Holder should hold an equal Percentage Interest in the Class R Certificates larger than that held
by any other Holder, the first such Holder to have



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acquired such Class R Certificates shall be such
tax matters person. The Certificate Administrator shall act as attorney-in-fact and agent for the
tax matters person of each Trust REMIC, and each Holder of a Percentage Interest in the Class R
Certificates, by acceptance hereof, is deemed to have consented to the Certificate Administrator’s
appointment in such capacity and agrees to execute any documents required to give effect thereto,
and any fees and expenses incurred by the Certificate Administrator in connection with any audit or
administrative or judicial proceeding shall be paid by the Trust Fund.




          The Certificate Administrator shall not intentionally take any action or intentionally omit to take
any action within its control and the scope of its duties if, in taking or omitting to take such
action, the Certificate Administrator knows that such action or omission (as the case may be) would
cause the termination of the REMIC status of any Trust REMIC or the imposition of tax on any Trust
REMIC (other than a tax on income expressly permitted or contemplated to be received by the terms
of this Agreement).




          Notwithstanding any provision of this paragraph or the three preceding paragraphs to the contrary,
the Certificate Administrator shall not be required to take any action that the Certificate
Administrator in good faith believes to be inconsistent with any other provision of this Agreement,
nor shall the Certificate Administrator be deemed in violation of this paragraph if it takes any
action expressly required or authorized by any other provision of this Agreement, and the
Certificate Administrator shall have no responsibility or liability with respect to any act or
omission of the Depositor or the Master Servicer which does not enable the Certificate
Administrator to comply with any of clauses (i) through (vi) of the third preceding paragraph or
which results in any action contemplated by clauses (i) through (iii) of the next succeeding
sentence. In this regard the Certificate Administrator shall (i) not allow the occurrence of any
“prohibited transactions” within the meaning of Code Section 860F(a), unless the party seeking such
action shall have delivered to the Certificate Administrator an Opinion of Counsel (at such party’s
expense) that such occurrence would not (a) result in a taxable gain, (b) otherwise subject any
Trust REMIC to tax (other than a tax at the highest marginal corporate tax rate on net income from
foreclosure property), or (c) cause any Trust REMIC to fail to qualify as a REMIC for federal
income tax purposes; and (ii) not allow any such Trust REMIC to receive income from the performance
of services or from assets not permitted under the REMIC Provisions to be held by such Trust REMIC
(provided, however, that the receipt of any income expressly permitted or
contemplated by the terms of this Agreement shall not be deemed to violate this clause) and (iii)
not permit the creation of any “interests,” within the meaning of the REMIC Provisions, in the
Upper-Tier REMIC other than the Regular Certificates and the Upper-Tier Residual Interest, or in
the Lower-Tier REMIC other than the Lower-Tier Regular Interests and the Lower-Tier Residual
Interest. None of the Trustee, the Master Servicer, the Special Servicer or the Depositor shall be
responsible or liable for any failure by the Certificate Administrator to comply with the
provisions of this Section 4.04. The Depositor, the Master Servicer and the Special
Servicer shall cooperate in a timely manner with the Certificate Administrator in supplying any
information within the Depositor’s, the Master Servicer’s or the Special Servicer’s control (other
than any confidential information) that is reasonably necessary to enable the Certificate
Administrator to perform its duties under this Section 4.04.




          (b) The following assumptions are to be used for purposes of determining the anticipated
payments of principal and interest for calculating the original yield to maturity and



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original
issue discount with respect to the Regular Certificates: (i) each Mortgage Loan will pay principal
and interest in accordance with its terms and scheduled payments will be timely received on their
Due Dates, provided that the Mortgage Loans in the aggregate will prepay in accordance with
the Prepayment Assumption; (ii) none of the Master Servicer, the Special Servicer, any Holders of
the Controlling Class and the Class R Certificateholder will exercise the right described in
Section 9.01 of this Agreement to cause early termination of the Trust Fund; and (iii) no
Mortgage Loan is repurchased or substituted for by the Mortgage Loan Seller pursuant to Article
II of this Agreement.




          Section 4.05 Imposition of Tax on the Trust Fund. If any tax, including interest, penalties or assessments, additional amounts or additions to
tax, is imposed on any Trust REMIC, such tax shall be charged against amounts otherwise
distributable to the Holders of the Certificates; provided that any taxes imposed on any
net income from foreclosure property pursuant to Code Section 860G(d) or any similar tax imposed by
a state or local jurisdiction shall instead be treated as an expense of the related REO Property in
determining Net REO Proceeds with respect to the REO Property (and until such taxes are paid, the
Special Servicer from time to time shall withdraw from the REO Account and transfer to the
Certificate Administrator for deposit into the Distribution Accounts amounts reasonably determined
by the Certificate Administrator to be necessary to pay such taxes, and the Certificate
Administrator shall return to the Special Servicer the excess determined by the Certificate
Administrator from time to time of the amount in excess of the amount necessary to pay such taxes);
provided that any such tax imposed on net income from foreclosure property that exceeds the
amount in any such reserve shall be retained from Available Funds as provided in Section
3.06(a)(viii) of this Agreement and the next sentence. Except as provided in the preceding
sentence, the Certificate Administrator is hereby authorized to and shall retain or cause to be
retained from the Distribution Account in determining the amount of Available Funds sufficient
funds to pay or provide for the payment of, and to actually pay, such tax as is legally owed by any
Trust REMIC (but such authorization shall not prevent the Certificate Administrator from
contesting, at the expense of the Trust Fund, any such tax in appropriate proceedings, and
withholding payment of such tax, if permitted by law, pending the outcome of such proceedings).
The Certificate Administrator is hereby authorized to and shall segregate or cause to be
segregated, into a separate non-interest bearing account, (i) the net income from any “prohibited
transaction” under Code Section 860F(a) or (ii) the amount of any contribution to any Trust REMIC
after the Startup Day that is subject to tax under Code Section 860G(d) and use such income or
amount, to the extent necessary, to pay such tax (and return the balance thereof, if any, to the
related Distribution Account). To the extent that any such tax is paid to the IRS, the Certificate
Administrator shall retain an equal amount from future amounts otherwise distributable to the
Holders of the Class R Certificates in respect of the related residual interest and shall
distribute such retained amounts to the Holders of Regular Certificates or to the Certificate
Administrator in respect of the Lower-Tier Regular Interests until they are fully reimbursed and
then to the Holders of the Class R Certificates in respect of the related residual interest. None
of the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee shall be
responsible for any taxes imposed on any Trust REMIC except to the extent such tax is attributable
to a breach of a representation or warranty of the Master Servicer, the Special Servicer, the
Certificate Administrator or the Trustee or an act or omission of the Master Servicer, the Special
Servicer, the Certificate Administrator or the Trustee in contravention of this Agreement in both
cases, provided, further, that such breach, act or omission could result in
liability under Section 6.03,





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in the case of the Master Servicer or the Special Servicer,
as applicable, or Section 4.04 or Section 8.01, in the case of the Certificate
Administrator or the Trustee, as applicable. Notwithstanding anything in this Agreement to the
contrary, in each such case, the Master Servicer or the Special Servicer shall not be responsible
for the Certificate Administrator’s or the Trustee’s breaches, acts or omissions, the Trustee
shall not be responsible for the breaches, acts or omissions of the Certificate
Administrator, the Master Servicer or the Special Servicer, and the Certificate Administrator shall
not be responsible for the breaches, acts or omissions of the Trustee, the Master Servicer or the
Special Servicer.




          Section 4.06 Remittances; P&I Advances. (a) On the Master Servicer Remittance Date
immediately preceding each Distribution Date, the Master Servicer shall:





     (i) remit to the Certificate Administrator for deposit in the Lower-Tier Distribution
Account an amount equal to the Yield Maintenance Charges applicable to the Mortgage Loans
(but not the Companion Loans) received by the Master Servicer in the Prepayment Period
preceding such Distribution Date;




     (ii) remit to the Certificate Administrator for deposit in the Lower-Tier Distribution
Account an amount equal to the Available Funds applicable to the Mortgage Loans (other than
the amounts referred to in clause (iii) below and clause (d) of the definition of
“Available Funds”);




     (iii) make a P&I Advance by remittance to the Certificate Administrator for deposit
into the Lower-Tier Distribution Account, in an amount equal to the sum of the Applicable
Monthly Payments for each Mortgage Loan or, in the event of a default in the payment of
amounts due on the Maturity Date of a Mortgage Loan, the amount equal to the Assumed
Monthly Payment (including any REO Mortgage Loan and any Mortgage Loans related to the
Split-Loans, but not the Companion Loans) to the extent such amounts were not received on
such Mortgage Loan prior to the Business Day immediately preceding the Master Servicer
Remittance Date (and therefore are not included in the remittance described in the
preceding clause (ii)); and




     (iv) remit to the Certificate Administrator for deposit in the Excess Interest
Distribution Account all Excess Interest for the related Distribution Date then on deposit
in the Collection Account after giving effect to withdrawals of funds pursuant to
Section 3.06(a)(ii) through Section 3.06(a)(ix) of this Agreement.



          Neither the Master Servicer nor the Trustee shall be required or permitted to make an advance for
Balloon Payments, Default Interest, Excess Interest or Yield Maintenance Charges. Neither the
Master Servicer nor the Trustee shall be required or permitted to make an advance for principal
and/or interest payments, balloon payments, default interest, excess interest or yield maintenance
charges with respect to any Companion Loan. The amount required to be advanced in respect of
Applicable Monthly Payments on Mortgage Loans that have been subject to an Appraisal Reduction
Event will equal (i) the amount required to be advanced by the Master Servicer without giving
effect to such Appraisal Reduction Amount less (ii) an amount equal to the product of (x) the
amount required to be advanced by the Master Servicer in respect to delinquent payments of interest
without giving effect to such Appraisal Reduction Amount, and





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(y) a fraction, the numerator of which is the Appraisal Reduction Amount with respect to such Mortgage Loan and the
denominator of which is the Stated Principal Balance of such Mortgage Loan as of the last day of
the related Collection Period.




          Any amount advanced by the Master Servicer pursuant to Section 4.06(a)(iii) of this
Agreement shall constitute a P&I Advance for all purposes of this Agreement and the Master Servicer
shall be entitled to reimbursement (with interest at the Advance Rate).




          The Certificate Administrator shall notify the Master Servicer and the Trustee by telephone if as
of 3:00 p.m., New York City time, on the Master Servicer Remittance Date, the Certificate
Administrator has not received the amount of a required P&I Advance hereunder. If as of 11:00
a.m., New York City time, on any Distribution Date the Master Servicer shall not have made the P&I
Advance required to have been made on the related Master Servicer Remittance Date pursuant to
Section 4.06(a)(iii) of this Agreement, the Certificate Administrator shall notify the
Trustee and the Trustee shall no later than 1:00 p.m., New York City time, on such Business Day
deposit into the Lower-Tier Distribution Account in immediately available funds an amount equal to
the P&I Advances otherwise required to have been made by the Master Servicer.




          Neither the Master Servicer or the Trustee shall be obligated to make a P&I Advance as to any
Monthly Payment on any date on which a P&I Advance is otherwise required to be made by this
Section 4.06 if the Master Servicer, the Special Servicer or the Trustee, as applicable,
determines that such advance will be a Nonrecoverable Advance. In making such recoverability
determination, the Master Servicer, Special Servicer or Trustee, as applicable, will be entitled
(a) to consider (among other things) (i) the obligations of the Mortgagor under the terms of the
related Mortgage Loan as it may have been modified and (ii) the related Mortgaged Properties in
their “as is” or then-current conditions and occupancies, as modified by such party’s assumptions
(consistent with the Servicing Standard in the case of the Master Servicer and the Special Servicer
or in its commercially reasonable business judgment in the case of the Trustee, solely in its
capacity as Trustee) regarding the possibility and effects of future adverse change with respect to
such Mortgaged Properties, (b) to estimate and consider (consistent with the Servicing Standard in
the case of the Master Servicer and the Special Servicer or in its commercially reasonable business
judgment in the case of the Trustee, solely in its capacity as Trustee) (among other things) future
expenses, (c) to estimate and consider (consistent with the Servicing Standard in the case of the
Master Servicer and the Special Servicer or in its commercially reasonable business judgment in the
case of the Trustee, solely in its capacity as Trustee) (among other things) the timing of
recoveries. In addition, any Person, in considering whether a P&I Advance is a Nonrecoverable
Advance, will be entitled to give due regard to the existence of any outstanding Nonrecoverable
Advance or Workout- Delayed Reimbursement Amount with respect to other Mortgage Loans which, at the
time of such consideration, the reimbursement of which is being deferred or delayed by the Master
Servicer or the Trustee, in light of the fact that proceeds on the related Mortgage Loan are a
source of reimbursement not only for the P&I Advance under consideration, but also as a potential
source of reimbursement of such Nonrecoverable Advance or Workout-Delayed Reimbursement Amounts
which are or may be being deferred or delayed. In addition, any such Person may update or
change its recoverability determinations at any time (but not reverse any other Person’s
determination that an Advance is a Nonrecoverable Advance) and, consistent with the Servicing
Standard, in the




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case of the Master Servicer or in its commercially reasonable judgment in the case
of the Trustee (solely in its capacity as Trustee), may obtain, promptly upon request, from the
Special Servicer any reasonably required analysis, Appraisals or market value estimates or other
information in the Special Servicer’s possession for making a recoverability determination. The
determination by the Master Servicer, the Special Servicer or the Trustee, as the case may be, that
it has made a Nonrecoverable P&I Advance or that any proposed P&I Advance, if made, would
constitute a Nonrecoverable P&I Advance, or any updated or changed recoverability determination,
shall be evidenced by an Officer’s Certificate delivered by either of the Special Servicer or
Master Servicer to the other and to the Trustee, the Certificate Administrator and the Depositor,
or by the Trustee to the Depositor, the Master Servicer, the Special Servicer and the Certificate
Administrator; provided, however, that the Special Servicer may, at its option make
a determination in accordance with the Servicing Standard, that any P&I Advance previously made or
proposed to be made is a Nonrecoverable P&I Advance and shall deliver to the Master Servicer, the
Trustee and the 17g-5 Information Provider written notice of such determination. Any such
determination shall be conclusive and binding on the Master Servicer, the Special Servicer, the
Trustee, the other parties hereto and the Certificateholders, provided, however,
that the Special Servicer shall have no such option to make an affirmative determination that any
P&I Advance is or would be recoverable and in the absence of a determination by the Special
Servicer that such P&I Advance is or would be a Nonrecoverable P&I Advance, such decision shall
remain with the Master Servicer or the Trustee, as applicable. Notwithstanding the foregoing, if
the Special Servicer makes a determination that only a portion, and not all, of any previously made
or proposed P&I Advance is a Nonrecoverable P&I Advance, the Master Servicer and the Trustee shall
each have the right to make its own subsequent determination that any remaining portion of any such
previously made or proposed P&I Advance is a Nonrecoverable P&I Advance. The Officer’s Certificate
shall set forth such determination of nonrecoverability and the considerations of the Master
Servicer, the Special Servicer or the Trustee, as applicable, forming the basis of such
determination (which shall be accompanied by, to the extent available, related income and expense
statements, rent rolls, occupancy status and property inspections, and shall include any existing
Appraisal with respect to the related Mortgage Loan or related Mortgaged Property). The Special
Servicer shall promptly furnish any party required to make P&I Advance hereunder with any
information in its possession regarding the Specially Serviced Mortgage Loans and REO Properties as
such party required to make P&I Advance may reasonably request for purposes of making
recoverability determinations. The Trustee shall be entitled to conclusively rely on the Master
Servicer’s or Special Servicer’s, as the case may be, determination that a P&I Advance is or would
be nonrecoverable, and the Master Servicer shall be entitled to conclusively rely on the Special
Servicer’s determination that a P&I Advance is or would be nonrecoverable.




          The Master Servicer or the Trustee, as applicable, shall be entitled to the reimbursement of P&I
Advances it makes (together with interest thereon) to the extent permitted pursuant to Section
3.06(a)(ii) of this Agreement and each of the Master Servicer and
Special Servicer hereby covenants and agrees to promptly seek and effect the reimbursement of such
Advances from the related Mortgagors to the extent permitted by applicable law and the related
Mortgage Loan.




          (b) If the Trustee, the Master Servicer or the Special Servicer has received (a) written
notice from Fitch or Moody’s to the effect that continuation of the Master Servicer or



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the Special
Servicer in such capacity would result in the downgrade, qualification or withdrawal of any rating
then assigned by Fitch or Moody’s, as applicable, to any Class of Certificates or securities backed
by a Companion Loan and citing servicing concerns with such Master Servicer or Special Servicer as
the sole or material factor in such rating action, and such notice is not rescinded within 60 days;
or (b) notice that the Master Servicer is acting as a master servicer in a commercial loan
securitization that was rated by Fitch or Moody’s within the twelve month period prior to the date
of determination, and Fitch or Moody’s has downgraded or withdrawn the then-current rating on any
class of mortgage securities or placed any class of commercial mortgage securities on watch citing
the continuation of such Master Servicer as master servicer of such commercial mortgage securities
as the sole or material factor, then the Trustee, the Master Servicer or the Special Servicer, as
applicable, shall promptly notify the other parties and the Certificate Administrator, and the
Certificate Administrator shall promptly notify the Companion Loan Holder and the master servicer
of the Companion Loan.




          Section 4.07 Grantor Trust Reporting. The parties intend that the portions of the Trust
Fund consisting of the right to receive all Excess Interest with respect to the Mortgage Loans and
related amounts held from time to time in the Excess Interest Distribution Account, which will be
beneficially owned by the Holders of the Class S Certificates, be treated as a grantor trust under
subpart E, part I of subchapter J of the Code. In furtherance of such intention, the Certificate
Administrator shall furnish or cause to be furnished annually, and shall file or cause to be filed
with the IRS together with Form 1041 or Form 1099 or such other Tax Return or form as may be
applicable, to the Holders of the Class S Certificates, the amount of any Excess Interest received
with respect to the Mortgage Loans. Under no circumstances shall the Certificate Administrator,
the Trustee, the Master Servicer or the Special Servicer have the power to vary the investment of
the Class S Certificates in the Grantor Trust to take advantage of variations in the market rate of
interest to improve their rate of return.




          If the Certificate Administrator determines that any Class S Certificate is held through a nominee,
then the Grantor Trust will be treated as a WHFIT that is a WHMT. In such event, the Certificate
Administrator shall report as required under the WHFIT Regulations, provided that the Certificate
Administrator receives on a timely basis any and all information not already in its possession
reasonably necessary for it to do so. The Certificate Administrator shall be entitled to rely on
its determination that a Class S Certificate is held through a middleman and shall be entitled to
indemnification in accordance with the terms of this Agreement if the IRS makes a determination
that such determination is incorrect. As of the Closing Date, the Class S Certificate is not held through a
nominee.




          The Certificate Administrator shall report required WHFIT information using the accrual method,
except to the extent the WHFIT Regulations specifically require a different method. The
Certificate Administrator is under no obligation to determine whether the Holder of any Class S
Certificate or other beneficial owner of a Class S Certificate, to the extent the Certificate
Administrator knows of any other beneficial owner of a Class S Certificate, uses the cash or
accrual method. The Certificate Administrator shall make available information as required by the
WHFIT Regulations to such Holders of Class S Certificates annually. In addition, the Certificate
Administrator is not responsible or liable for providing subsequently amended, revised or updated
information to any Holder of any Class S Certificate unless requested by such Holder.





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          The Certificate Administrator shall not be liable for failure to meet the reporting requirements of
the WHFIT Regulations nor for any penalties thereunder (which shall solely be the responsibility of
the related Holders of Class S Certificates) if such failure is due to: (i) the lack of reasonably
necessary information that is not in its possession being provided to the Certificate
Administrator, or (ii) incomplete, inaccurate or untimely information being provided to the
Certificate Administrator. Absent receipt of information regarding any sale of securities,
including the price, amount of proceeds and date of sale from the beneficial owner thereof or the
Depositor, the Certificate Administrator shall assume there is no secondary market trading of WHFIT
interests.




          To the extent required by the WHFIT Regulations, the Certificate Administrator shall use reasonable
efforts to publish on an appropriate website the CUSIP Numbers for the Class S Certificates that
represent ownership of a WHFIT. The Certificate Administrator shall make reasonable good faith
efforts to keep the website accurate and updated to the extent CUSIP Numbers have been received.
The Certificate Administrator is not liable for investor reporting delays that result from the
receipt of inaccurate or untimely CUSIP Number information.




ARTICLE V




THE CERTIFICATES



          Section 5.01 The Certificates. (a)The Certificates consist of the Class A-1 Certificates,
the Class A-2 Certificates, the Class A-3 Certificates, the Class A-4 Certificates, the Class A-J
Certificates, the Class X-A Certificates, Class X-B Certificates, the Class B Certificates, the
Class C Certificates, the Class D Certificates, the Class E Certificates, the Class F Certificates,
the Class G Certificates, the Class NR Certificates, the Class R Certificates and the Class S
Certificates.




          Each Class of Certificates will be substantially in the forms annexed hereto as Exhibits A-1
through A-16 respectively, with such appropriate insertions, omissions, substitutions
and other variations as are required or permitted by this Agreement or as may, in the reasonable
judgment of the Certificate Registrar, be necessary, appropriate or convenient to comply, or
facilitate compliance, with applicable laws, and may have such letters, numbers or other marks of
identification and such legends or endorsements placed thereon as may be required by law, or as
may, consistently herewith, be determined by the officers executing such Certificates, as evidenced
by their execution thereof




          (b) The Public Certificates shall be issued in minimum denominations of $10,000 and integral
multiples of $1 in excess thereof. The Private Certificates (other than the Class X-A, Class X-B,
Class S and Class R Certificates) shall be issued in minimum denominations of $100,000 and integral
multiples of $1 in excess thereof. The Class X-A and Class X-B Certificates shall be issued,
maintained and transferred only in minimum denominations of authorized initial notional amounts of
not less than $1,000,000 and in integral multiples of $1 in excess thereof. If the initial
Certificate Principal Amount or initial Notional Amount, as applicable, of any Class of
Certificates does not equal an integral multiple of $1, then a single additional Certificate of
such Class may be issued in a minimum denomination of authorized initial Certificate Principal
Amount or initial Notional Amount, as applicable, that



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includes the excess of (i) the initial
Certificate Principal Amount or initial Notional Amount, as applicable, of such Class over (ii) the
largest integral multiple of $1 that does not exceed such amount. The Class R Certificates shall
be issued, maintained and transferred in minimum percentage interests of 10% of such Class R
Certificates and in integral multiples of 1% in excess thereof. The Class S Certificates shall be
issued, maintained and transferred in minimum percentage interests of 10% of such Class S
Certificates and in integral multiples of 1% in excess thereof.




          (c) One authorized signatory shall sign the Certificates for the Certificate Registrar by
manual or facsimile signature. If an authorized signatory whose signature is on a Certificate no
longer holds that office at the time the Certificate Registrar countersigns the Certificate, the
Certificate shall be valid nevertheless. A Certificate shall not be valid until an authorized
signatory of the Certificate Registrar (who may be the same officer who executed the Certificate)
manually countersigns the Certificate. The signature shall be conclusive evidence that the
Certificate has been executed and countersigned under this Agreement.



          Section 5.02 Form and Registration.



          (a) Each Class of Public Certificates shall be represented by a single, global certificate in
definitive, fully registered form without interest coupons, substantially in the applicable form
set forth as an exhibit hereto, which shall be deposited with the Certificate Registrar or an agent
of the Certificate Registrar, as custodian for the Depository, and registered in the name of the
Depository or a nominee of the Depository. The aggregate Certificate Principal Amount of a Global
Certificate may from time to time be increased or decreased by adjustments made on the records of
the Certificate Registrar, as custodian for the Depository, as hereinafter provided.



          (b) Unless and until Definitive Certificates are issued in respect of a Class of Global
Certificates, beneficial ownership interests in such Certificates will be maintained and
transferred on the book-entry records of the Depository and Depository Participants, and all
references to actions by Holders of such Class of Certificates will refer to action taken by the
Depository upon instructions received from the related registered Holders of Certificates through
the Depository Participants in accordance with the Depository’s procedures and, except as otherwise
set forth herein, all references herein to payments, notices, reports and statements to Holders of
such Class of Certificates will refer to payments, notices, reports and statements to the
Depository or its nominee as the registered Holder thereof, for distribution to the related
registered Holders of Certificates through the Depository Participants in accordance with the
Depository’s procedures.



          (c) No transfer of any Private Certificate shall be made unless that transfer is made pursuant
to an effective registration statement under the Act, and effective registration or qualification
under applicable state securities laws, or is made in a transaction which does not require such
registration or qualification. If a transfer is to be made in reliance upon an exemption from the
Act, and under the applicable state securities laws, then:




     (i) The Certificates of each Class of the Private Certificates (other than the Class S
and Class R Certificates) sold in offshore transactions in reliance on Regulation S



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under
the Act shall initially be represented by a temporary global certificate in definitive,
fully registered form without interest coupons, substantially in the applicable form set
forth as an exhibit hereto (each a “Temporary Regulation S Global Certificate”),
which shall be deposited on the Closing Date on behalf of the purchasers of the Private
Certificates represented thereby with the Certificate Registrar, at its principal trust
office, as custodian, for the Depository, and registered in the name of the Depository or
the nominee of the Depository for the account of designated agents holding on behalf of
Euroclear and/or Clearstream. Prior to the expiration of the Restricted Period, beneficial
interests in each Temporary Regulation S Global Certificate may be held only through
Euroclear or Clearstream. After the expiration of the Restricted Period, a beneficial
interest in a Temporary Regulation S Global Certificate may be exchanged for an interest in
the related permanent global certificate of the same Class of Private Certificates (a
“Regulation S Global Certificate”) in the applicable form set forth as an exhibit
hereto in accordance with the procedures set forth in Section 5.03(f) of this
Agreement. During the Restricted Period, distributions due in respect of a beneficial
interest in a Temporary Regulation S Global Certificate shall only be made upon delivery to
the Certificate Registrar by Euroclear or Clearstream, as applicable, of a Non-U.S.
Beneficial Ownership Certification. After the expiration of the Restricted Period,
distributions due in respect of any beneficial interests in a Temporary Regulation S Global
Certificate shall not be made to the holders of such beneficial interests unless exchange
for a beneficial interest in the Regulation S Global Certificate of the same Class is
improperly withheld or refused. The aggregate Certificate Principal Amount of a Temporary
Regulation S Global Certificate or a Regulation S Global Certificate may from time to time be increased or decreased by adjustments made on the records of
the Certificate Registrar, as custodian for the Depository, as hereinafter provided.




     On the Closing Date, the Certificate Administrator shall execute, the Authenticating
Agent shall authenticate, and the Certificate Administrator shall deliver to the
Certificate Registrar the Regulation S Global Certificates, which shall be held by the
Certificate Registrar for purposes of effecting the exchanges contemplated by the preceding
paragraph.




     (ii) The Certificates of each Class of Private Certificates (other than the Class S
and Class R Certificates) offered and sold to Qualified Institutional Buyers in reliance on
Rule 144A shall be represented by a single, global certificate in definitive, fully
registered form without interest coupons, substantially in the applicable form set forth as
an exhibit hereto (each, a “Rule 144A Global Certificate”), which shall be
deposited with the Certificate Registrar or an agent of the Certificate Registrar, as
custodian for the Depository, and registered in the name of the Depository or a nominee of
the Depository. The aggregate Certificate Principal Amount of a Rule 144A Global
Certificate may from time to time be increased or decreased by adjustments made on the
records of the Certificate Registrar, as custodian for the Depository, as hereinafter
provided.




     (iii) The Certificates of each Class of Private Certificates offered and sold in the
United States to investors that are Institutional Accredited Investors that are not
Qualified Institutional Buyers, the Class R Certificates and the Class S Certificates shall
be in the form of Definitive Certificates, substantially in the applicable form set forth
as an exhibit



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hereto, and shall be registered in the name of such investors or their
nominees by the Certificate Registrar who shall deliver the certificates for such
Definitive Certificates to the respective beneficial owners or owners.



          (d) Owners of beneficial interests in Global Certificates of any Class shall not be entitled
to receive physical delivery of certificated Certificates unless: (i) the Depository advises the
Certificate Registrar in writing that the Depository is no longer willing or able to discharge
properly its responsibilities as depository with respect to the Global Certificates of such Class
or ceases to be a Clearing Agency, and the Certificate Registrar and the Depositor are unable to
locate a qualified successor within 90 days of such notice; (ii) the Depositor notifies Depository
of its intent to terminate the book-entry system through the Depository and, upon receipt of notice
of such intent from the Depositary, the Depository Participants holding beneficial interests in the
Certificates agree to initiate such termination; or (iii) after the occurrence of an event of
default under this Agreement, Certificateholders representing a majority in principal amount of the
Certificates of any Class then outstanding advise the Depositary through the Depository
Participants in writing that the continuation of a book-entry system through the Depository (or a
successor thereto) is no longer in the best interest of such Certificateholders; provided,
however, that under no circumstances will certificated Private Certificates be issued to beneficial owners of a Temporary Regulation S Global
Certificate. Upon notice of the occurrence of any of the events described in clause (i), (ii) or
(iii) above with respect to any Certificates of a Class that are in the form of Global Certificates
and upon surrender by the Depository of any Global Certificate of such Class and receipt from the
Depository of instructions for re-registration, the Certificate Registrar shall issue Certificates
of such Class in the form of Definitive Certificates (bearing, in the case of a Definitive
Certificate issued for a Rule 144A Global Certificate, the same legends regarding transfer
restrictions borne by such Global Certificate), and thereafter the Certificate Registrar shall
recognize the holders of such Definitive Certificates as Certificateholders under this Agreement.



          (e) If any Beneficial Owner wishes to transfer its interest in a Rule 144A Global Certificate
to an Institutional Accredited Investor that is not a Qualified Institutional Buyer, or wishes to
transfer its interest in a Regulation S Global Certificate to a “U.S. person” (as that term is
defined in Rule 902(k) under the Act) that is an Institutional Accredited Investor but not a
Qualified Institutional Buyer, then the transferee shall take delivery in the form of a Definitive
Certificate, subject to the restrictions on the transfer of such Definitive Certificate in
Section 5.03(h) of this Agreement. No such transfer shall be made and the Certificate
Registrar shall not register any such transfer unless such transfer complies with the provisions of
Section 5.03(h) of this Agreement applicable to transfers of Definitive Certificates. Upon
acceptance for exchange or transfer of a beneficial interest in a Global Certificate for a
Definitive Certificate, as provided herein, the Certificate Registrar shall endorse on the schedule
affixed to the related Global Certificate (or on a continuation of such schedule affixed to such
Global Certificate and made a part thereof) an appropriate notation evidencing the date of such
exchange or transfer and a decrease in the denomination of such Global Certificate equal to the
denomination of such Definitive Certificate issued in exchange therefor or upon transfer thereof.



          Section 5.03 Registration of Transfer and Exchange of Certificates.



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          (a) The Certificate Administrator shall keep or cause to be kept at its principal offices
books (the “Certificate Register”) in which, subject to such reasonable regulations as it
may prescribe, the Certificate Administrator shall provide for the registration of Certificates and
of transfers and exchanges of Certificates as herein provided (the Certificate Administrator, in
such capacity, being the “Certificate Registrar”). In such capacities, the Certificate
Administrator shall be responsible for, among other things, (i) maintaining the Certificate
Register and a record of the aggregate holdings of Certificates of each Class of Private
Certificates represented by a Temporary Regulation S Global Certificate, a Regulation S Global
Certificate and a Rule 144A Global Certificate and accepting Certificates for exchange and
registration of transfer and (ii) transmitting to the Depositor, the Master Servicer and the
Special Servicer any notices from the Certificateholders.



          (b) Subject to the restrictions on transfer set forth in this Article V, upon
surrender for registration of transfer of any Certificate, the Certificate Registrar shall
execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate
interest and of the same Class.



          (c) Rule 144A Global Certificate to Temporary Regulation S Global Certificate. If a
holder of a beneficial interest in the Rule 144A Global Certificate deposited with the Certificate
Registrar as custodian for the Depository wishes at any time during the Restricted Period to
exchange its interest in such Rule 144A Global Certificate for an interest in the Temporary
Regulation S Global Certificate of the same Class, or to transfer its interest in such Rule 144A
Global Certificate to a Person who is required to take delivery thereof in the form of an interest
in the Temporary Regulation S Global Certificate of the same Class, such holder may, subject to the
rules and procedures of the Depository, exchange or cause the exchange of such interest for an
equivalent beneficial interest in such Temporary Regulation S Global Certificate. Upon receipt by
the Certificate Registrar, as registrar, at its office designated in Section 5.11 of this
Agreement, of (1) instructions given in accordance with the Depository’s procedures from a
Depository Participant directing the Certificate Registrar to credit, or cause to be credited, a
beneficial interest in the Temporary Regulation S Global Certificate in an amount equal to the
beneficial interest in the Rule 144A Global Certificate to be exchanged, (2) a written order given
in accordance with the Depository’s procedures containing information regarding the Euroclear or
Clearstream account to be credited with such increase and the name of such account and (3) a
certificate in the form of Exhibit F-1 to this Agreement given by the holder of such
beneficial interest stating that the transfer of such interest has been made in compliance with the
transfer restrictions applicable to the Global Certificates and pursuant to and in accordance with
Regulation S, then the Certificate Registrar shall instruct the Depository to reduce, or cause to
be reduced, the Certificate Principal Amount of the Rule 144A Global Certificate and to increase,
or cause to be increased, the Certificate Principal Amount of the Temporary Regulation S Global
Certificate by the aggregate Certificate Principal Amount of the beneficial interest in the Rule
144A Global Certificate to be exchanged, to credit or cause to be credited to the account of the
Person specified in such instructions (who shall be the Agent Member of Euroclear or Clearstream,
or both) a beneficial interest in the Temporary Regulation S Global Certificate equal to the
reduction in the Certificate Principal Amount of the Rule 144A Global Certificate, and to debit, or
cause to be debited, from the account of the Person making such exchange or transfer the beneficial
interest in the Rule 144A Global Certificate that is being exchanged or transferred.



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          (d) Rule 144A Global Certificate to Regulation S Global Certificate. If a holder of a
beneficial interest in the Rule 144A Global Certificate deposited with the Certificate Registrar as
custodian for the Depository wishes at any time following the Restricted Period to exchange its
interest in such Rule 144A Global Certificate for an interest in the Regulation S Global
Certificate of the same Class, or to transfer its interest in such Rule 144A Global Certificate to
a Person who is required to take delivery thereof in the form of an interest in a Regulation S
Global Certificate, such holder may, subject to the rules and procedures of the Depository,
exchange, or cause the exchange of, such interest for an equivalent beneficial interest in such
Regulation S Global Certificate. Upon receipt by the Certificate Registrar, as registrar, at its
office designated in Section 5.11 of this Agreement, of (1) instructions given in
accordance with the Depository’s procedures from a Depository Participant directing the Certificate Registrar to credit or
cause to be credited a beneficial interest in the Regulation S Global Certificate in an amount
equal to the beneficial interest in the Rule 144A Global Certificate to be exchanged, (2) a written
order given in accordance with the Depository’s procedures containing information regarding the
participant account of the Depository to be credited with such increase and (3) a certificate in
the form of Exhibit F-2 to this Agreement given by the holder of such beneficial interest
stating (A) that the transfer of such interest has been made in compliance with the transfer
restrictions applicable to the Global Certificates and pursuant to and in accordance with
Regulation S, (B) that the Private Certificate being transferred is not a “restricted security” as
defined in Rule 144 under the Act or (C) that the transferee is otherwise entitled to hold its
interest in the applicable Certificates in the form of an interest in the Regulation S Global
Certificate, without any registration of such Certificates under the Act (in which case such
certificate shall enclose an Opinion of Counsel to such effect and such other documents as the
Certificate Registrar may reasonably require), then the Certificate Registrar shall instruct the
Depository to reduce, or cause to be reduced, the Certificate Principal Amount of the Rule 144A
Global Certificate and to increase, or cause to be increased, the Certificate Principal Amount of
the Regulation S Global Certificate by the aggregate Certificate Principal Amount of the beneficial
interest in the Rule 144A Global Certificate to be exchanged, to credit or cause to be credited to
the account of the Person specified in such instructions a beneficial interest in the Regulation S
Global Certificate equal to the reduction in the Certificate Principal Amount of the Rule 144A
Global Certificate, and to debit, or cause to be debited, from the account of the Person making
such exchange or transfer the beneficial interest in the Rule 144A Global Certificate that is being
exchanged or transferred.



          (e) Temporary Regulation S Global Certificate or Regulation S Global Certificate to Rule
144A Global Certificate. If a holder of a beneficial interest in a Temporary Regulation S
Global Certificate or Regulation S Global Certificate deposited with the Certificate Registrar as
custodian for the Depository wishes at any time to exchange its interest in such Temporary
Regulation S Global Certificate or Regulation S Global Certificate for an interest in the Rule 144A
Global Certificate of the same Class, or to transfer its interest in such Temporary Regulation S
Global Certificate or Regulation S Global Certificate to a Person who is required to take delivery
thereof in the form of an interest in the Rule 144A Global Certificate, such holder may, subject to
the rules and procedures of Euroclear or Clearstream, as the case may be, and the Depository,
exchange or cause the exchange of such interest for an equivalent beneficial interest in the Rule
144A Global Certificate of the same Class. Upon receipt by the Certificate Registrar, as
registrar, at its office designated in Section 5.11 of this Agreement, of (1) instructions
from Euroclear or Clearstream, if applicable, and the Depository, directing the Certificate
Registrar, as



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registrar, to credit or cause to be credited a beneficial interest in the Rule 144A
Global Certificate equal to the beneficial interest in the Temporary Regulation S Global
Certificate or Regulation S Global Certificate to be exchanged, such instructions to contain
information regarding the participant account with the Depository to be credited with such
increase, (2) with respect to a transfer of an interest in the Regulation S Global Certificate,
information regarding the participant account of the Depository to be debited with such decrease
and (3) with respect to a transfer of an interest in the Temporary Regulation S Global Certificate (but not the Regulation S Global
Certificate) for an interest in the Rule 144A Global Certificate, a certificate in the form of
Exhibit G to this Agreement given by the holder of such beneficial interest and stating
that the Person transferring such interest in the Temporary Regulation S Global Certificate
reasonably believes that the Person acquiring such interest in the Rule 144A Global Certificate is
a Qualified Institutional Buyer and is obtaining such beneficial interest in a transaction meeting
the requirements of Rule 144A, then the Certificate Registrar shall instruct the Depository to
reduce, or cause to be reduced, the Certificate Principal Amount of the Temporary Regulation S
Global Certificate or Regulation S Global Certificate and to increase, or cause to be increased,
the Certificate Principal Amount of the Rule 144A Global Certificate by the aggregate Certificate
Principal Amount of the beneficial interest in the Temporary Regulation S Global Certificate or
Regulation S Global Certificate to be exchanged, and the Certificate Registrar shall instruct the
Depository, concurrently with such reduction, to credit, or cause to be credited, to the account of
the Person specified in such instructions, a beneficial interest in the Rule 144A Global
Certificate equal to the reduction in the Certificate Principal Amount of the Temporary Regulation
S Global Certificate or Regulation S Global Certificate and to debit, or cause to be debited, from
the account of the Person making such transfer the beneficial interest in the Temporary Regulation
S Global Certificate or Regulation S Global Certificate that is being transferred.




          (f) Temporary Regulation S Global Certificate to Regulation S Global Certificate.
Interests in a Temporary Regulation S Global Certificate as to which the Certificate Registrar has
received from Euroclear or Clearstream, as the case may be, a certificate (a “Non-U.S.
Beneficial Ownership Certification”) to the effect that Euroclear or Clearstream, as
applicable, has received a certificate substantially in the form of Exhibit H to this
Agreement from the holder of a beneficial interest in such Temporary Regulation S Global
Certificate, shall be exchanged after the Restricted Period, for interests in the Regulation S
Global Certificate of the same Class or Private Certificates. The Certificate Registrar shall
effect such exchange by delivering to the Depository for credit to the respective accounts of such
holders, a duly executed and authenticated Regulation S Global Certificate, representing the
aggregate Certificate Principal Amount of interests in the Temporary Regulation S Global
Certificate initially exchanged for interests in the Regulation S Global Certificate. The delivery
to the Certificate Registrar by Euroclear or Clearstream of the certificate or certificates
referred to above may be relied upon by the Depositor and the Certificate Registrar as conclusive
evidence that the certificate or certificates referred to therein has or have been delivered to
Euroclear or Clearstream pursuant to the terms of this Agreement and the Temporary Regulation S
Global Certificate. Upon any exchange of interests in the Temporary Regulation S Global
Certificate for interests in the Regulation S Global Certificate, the Certificate Registrar shall
endorse the Temporary Regulation S Global Certificate to reflect the reduction in the Certificate
Principal Amount represented thereby by the amount so exchanged and shall endorse the Regulation S
Global Certificate to reflect the corresponding increase in the amount represented thereby. Until
so exchanged in full and except as provided therein, the Temporary Regulation S Global



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Certificate, and the Certificates evidenced thereby, shall in all respects be entitled to the same benefits
under this Agreement as the Regulation S Global Certificate and Rule 144A Global Certificate
authenticated and delivered hereunder.




          (g) Definitive Certificate to Global Certificate. If a holder of a Definitive
Certificate that is a Private Certificate (other than a Class S or Class R Certificate) wishes at
any time to exchange its interest in such Definitive Certificate for an interest in a Global
Certificate of the same Class, or to transfer all or part of such Definitive Certificate to a
Person who is entitled to take delivery thereof in the form of an interest in a Global Certificate,
such holder may, subject to the rules and procedures of Euroclear or Clearstream, if applicable,
and the Depository, cause the exchange of all or part of such Definitive Certificate for an
equivalent beneficial interest in the appropriate Global Certificate of the same Class. Upon
receipt by the Certificate Registrar, as registrar, at its office designated in Section
5.11 of this Agreement, of (1) such Definitive Certificate, duly endorsed as provided herein,
(2) instructions from such holder directing the Certificate Registrar, as registrar, to credit, or
cause to be credited, a beneficial interest in the applicable Global Certificate equal to the
portion of the Certificate Principal Amount of the Definitive Certificate to be exchanged, such
instructions to contain information regarding the participant account with the Depository to be
credited with such increase and (3) a certificate in the form of Exhibit I to this
Agreement (if the applicable Global Certificate is the Temporary Regulation S Global Certificate),
in the form of Exhibit J to this Agreement (if the applicable Global Certificate is the
Regulation S Global Certificate) or in the form of Exhibit K to this Agreement (if the
applicable Global Certificate is the Rule 144A Global Certificate), then the Certificate Registrar,
as registrar, shall cancel, or cause to be canceled, all or part of such Definitive Certificate,
and shall, if applicable, direct the Certificate Administrator to execute, authenticate and deliver
to the transferor a new Definitive Certificate equal to the aggregate Certificate Principal Amount
of the portion retained by such transferor and shall instruct the Depository to increase, or cause
to be increased, such Global Certificate by the aggregate Certificate Principal Amount of the
portion of the Definitive Certificate to be exchanged and to credit, or cause to be credited, to
the account of the Person specified in such instructions a beneficial interest in the applicable
Global Certificate equal to the Certificate Principal Amount of the portion of the Definitive
Certificate so canceled.



          (h) Definitive Certificates on Initial Issuance Only. Subject to the issuance of
Definitive Certificates, if and when permitted by Section 5.02(d) of this Agreement, no
Definitive Certificates shall be issued to a transferee of an interest in any Rule 144A Global
Certificate, Temporary Regulation S Global Certificate or Regulation S Global Certificate or to a
transferee of a Definitive Certificate (or any portion thereof).



          (i) Other Exchanges. If a Private Certificate is exchanged for a Definitive
Certificate (other than as otherwise set forth in Section 5.02(d) of this Agreement), such
Certificates may be exchanged only in accordance with such procedures as are substantially
consistent with the provisions of clauses (c) through (f) and (h) above (including the
certification requirements intended to ensure that such transfers comply with Rule 144A or
Regulation S under the Act, at the case may be) and such other procedures as may from time to time
be adopted by the Certificate Registrar.



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          (j) Restricted Period. Prior to the termination of the Restricted Period with respect
to the issuance of the Certificates, transfers of interests in the Temporary Regulation S Global
Certificate to U.S. persons (as defined in Regulation S) shall be limited to transfers made
pursuant to the provisions of clause (e) above.



          (k) If Private Certificates are issued upon the transfer, exchange or replacement of
Certificates bearing a restrictive legend relating to compliance with the Act, or if a request is
made to remove such legend on Certificates, the Private Certificates so issued shall bear the
restrictive legend, or such legend shall not be removed, as the case may be, unless there is
delivered to the Certificate Registrar such satisfactory evidence, which may include an Opinion of
Counsel that neither such legend nor the restrictions on transfer set forth therein are required to
ensure that transfers thereof comply with the provisions of Rule 144A, Rule 144 or Regulation S
under the Act or, with respect to Definitive Certificates, that such Certificates are not
“restricted” within the meaning of Rule 144 under the Act. Upon provision of such satisfactory
evidence, the Certificate Registrar shall authenticate and deliver Certificates that do not bear
such legend.



          (l) All Certificates surrendered for registration of transfer and exchange shall be canceled
and subsequently destroyed by the Certificate Registrar in accordance with the Certificate
Registrar’s customary procedures.



          (m) No ERISA Restricted Certificate, Class R Certificate or Class S Certificate may be
purchased by or transferred to any prospective purchaser or transferee that is or will be an
employee benefit plan or other plan subject to the fiduciary responsibility provisions of ERISA or
Code Section 4975 or a governmental plan (as defined in Section 3(32) of ERISA) that is subject to
any federal, state or local law that is, to a material extent, similar to the foregoing provisions
of ERISA or the Code (“Similar Law”) (each, a “Plan”), or any person acting on
behalf of any such plan or using the assets of a Plan to purchase such ERISA Restricted
Certificate, Class R Certificate or Class S Certificate, other than, in the case of the ERISA
Restricted Certificates, an insurance company using the assets of its general account under
circumstances whereby the purchase and holding of such Certificates by such insurance company would
be exempt from the prohibited transaction provisions of ERISA and the Code under Sections I and III
of Prohibited Transaction Class Exemption 95-60. Except in connection with the transfer thereof by
an Underwriter or the Depositor, each prospective transferee of an ERISA Restricted Certificate, a
Class R Certificate or a Class S Certificate in Definitive form shall deliver to the transferor,
the Certificate Registrar, the Certificate Administrator and the Trustee a representation letter,
substantially in the form of Exhibit L-3 to this Agreement, stating that the prospective
transferee is not a Plan or a person acting on behalf of or using the assets of a Plan, other than,
in the case of the ERISA Restricted Certificates, an insurance company using the assets of its
general account under circumstances whereby the purchase and holding of such Certificates by such
insurance company would be exempt from the prohibited transaction provisions of ERISA and the Code
under Sections I and III of Prohibited Transaction Class Exemption 95-60. No Class A-1, Class A-2,
Class A-3, Class A-4, Class A-J, Class X-A, Class X-B, Class B, Class C, Class D or Class E
Certificate and no Certificate which has ceased to be an ERISA Restricted Certificate (because of the proviso in the definition of “ERISA
Restricted Certificate”) may be purchased by or transferred to any prospective purchaser or
transferee that is or will be a Plan, or any person acting on behalf of any such plan or using the



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assets of a Plan to purchase such Certificate, unless (A) the purchaser is an Institutional
Accredited Investor and (B) the acquisition, holding and disposition of such Certificate by the
purchaser will not constitute or otherwise result in a non-exempt prohibited transaction under
ERISA or Code Section 4975 (or a similar non-exempt violation of Similar Law). Any attempted or
purported transfer in violation of these transfer restrictions shall be null and void ab initio and
shall vest no rights in any purported transferee and shall not relieve the transferor of any
obligations with respect to the applicable Certificates.




          (n) Each Person who has or acquires any Residual Ownership Interest shall be deemed by the
acceptance or acquisition of such Residual Ownership Interest to have agreed to be bound by the
following provisions and the rights of each Person acquiring any Residual Ownership Interest are
expressly subject to the following provisions:




     (i) Each Person acquiring or holding any Residual Ownership Interest shall be a
Permitted Transferee and shall not acquire or hold such Residual Ownership Interest as
agent (including a broker, nominee or other middleman) on behalf of any Person that is not
a Permitted Transferee. Any such Person shall promptly notify the Certificate Registrar of
any change or impending change in its status (or the status of the beneficial owner of such
Residual Ownership Interest) as a Permitted Transferee. Any acquisition described in the
first sentence of this Section 5.03(n) by a Person who is not a Permitted
Transferee or by a Person who is acting as an agent of a Person who is not a Permitted
Transferee shall be void ab initio and of no effect, and the immediately preceding owner
who was a Permitted Transferee shall be restored to registered and beneficial ownership of
the Residual Ownership Interest as soon and as fully as possible.




     (ii) No Residual Ownership Interest may be Transferred, and no such Transfer shall be
registered in the Certificate Register, and the Certificate Registrar shall not recognize
the Transfer, and such proposed Transfer shall not be effective, unless other than in
connection with the initial Transfer thereof to the Underwriters, the Certificate Registrar
receives (x) from the proposed transferee, an affidavit in substantially the form attached
as Exhibit L-1 to this Agreement (a “Transferee Affidavit”) (A) that such
proposed transferee is a Permitted Transferee and (B) stating that (1) the proposed
transferee historically has paid its debts as they have come due and intends to do so in
the future, (2) the proposed transferee understands that, as the holder of a Residual
Ownership Interest, it may incur tax liabilities in excess of cash flows generated by the
residual interest, (3) the proposed transferee intends to pay taxes associated with holding
the Residual Ownership Interest as they become due, (4) the proposed transferee will not
cause income with respect to the Residual Ownership Interest to be attributable to a
foreign permanent establishment or fixed base, within the meaning of an applicable income
tax treaty, of such proposed transferee or any other U.S. Person, (5) the proposed transferee will not transfer the Residual Ownership Interest to any
Person that does not provide a Transferee Affidavit or as to which the proposed transferee
has actual knowledge that such Person is not a Permitted Transferee or is acting as an
agent (including a broker, nominee or other middleman) for a Person that is not a Permitted
Transferee, and (6) the proposed transferee expressly agrees to be bound by and to comply
with the provisions of this Section 5.03(n) and (y) other than in connection with
the initial issuance of a Class R Certificate, a statement from the proposed transferor



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substantially in the form attached as Exhibit L-2 to this Agreement (the
“Transferor Letter”), that the proposed transferor has no actual knowledge that the
proposed transferee is not a Permitted Transferee and has no actual knowledge or reason to
know that the proposed transferee’s statements in the preceding clauses (x)(B)(1) or (3)
are false.




     (iii) Notwithstanding the delivery of a Transferee Affidavit by a proposed transferee
under clause (n)(ii) above, if a Responsible Officer of the Certificate Registrar has
actual knowledge that the proposed transferee is not a Permitted Transferee, no Transfer to
such proposed transferee shall be effected and such proposed Transfer shall not be
registered on the Certificate Register; provided, however, the Certificate Registrar shall
not be required to conduct any independent investigation to determine whether a proposed
transferee is a Permitted Transferee. Upon notice to the Certificate Registrar that there
has occurred a Transfer to any Person that is a Disqualified Organization or an agent
thereof (including a broker, nominee or middleman) in contravention of the foregoing
restrictions, and in any event not later than 60 days after a request for information from
the transferor of such Residual Ownership Interest or such agent, the Certificate Registrar
and the Certificate Administrator agree to furnish to the IRS and the transferor of such
Residual Ownership Interest or such agent such information necessary to the application of
Code Section 860E(e) as may be required by the Code, including, but not limited to, the
present value of the total anticipated excess inclusions with respect to such Class R
Certificate (or portion thereof) for periods after such Transfer. At the election of the
Certificate Registrar, the Certificate Registrar may charge a reasonable fee for computing
and furnishing such information to the transferor or to such agent referred to above;
provided, however, such Persons shall in no event be excused from furnishing such
information.




     (iv) The Class R Certificates may only be transferred to and owned by Qualified
Institutional Buyers.



          (o) The Class S Certificates may only be represented by Definitive Certificates and may only
be transferred to and owned by Qualified Institutional Buyers.



          Section 5.04 Mutilated, Destroyed, Lost or Stolen Certificates. If (a) any mutilated
Certificate is surrendered to the Certificate Registrar, or the Certificate Registrar receives
evidence to its satisfaction of the destruction, loss or theft of any Certificate and (b) there is
delivered to the Certificate Registrar, the Trustee and the Certificate Administrator such security or indemnity as may be required by it to save it
harmless, then, in the absence of actual notice that such Certificate has been acquired by a bona
fide purchaser, the Certificate Administrator shall execute, authenticate and deliver, in exchange
for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of
like tenor and interest in the Trust Fund. In connection with the issuance of any new Certificate
under this Section 5.03(o), the Certificate Registrar and the Certificate Administrator may
require the payment of a sum sufficient to cover any expenses (including the fees and expenses of
the Certificate Registrar) connected therewith. Any replacement Certificate issued pursuant to
this Section 5.03(o) shall constitute complete and indefeasible evidence of ownership in
the Trust Fund, as if originally issued, whether or not the lost, stolen or destroyed Certificate
shall be found at any time.





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          Section 5.05 Persons Deemed Owners. The Master Servicer, the Special Servicer,
the Operating Advisor, the Trustee, the Certificate Administrator and the Certificate Registrar,
and any agent of any of them, may treat the Person in whose name any Certificate is registered as
the owner of such Certificate for the purpose of receiving distributions as provided in this
Agreement and for all other purposes whatsoever, and none of the Master Servicer, the Special
Servicer, the Operating Advisor, the Trustee, the Certificate Administrator, the Certificate
Registrar, nor any agent of any of them shall be affected by any notice to the contrary;
provided, however, that to the extent that a party to this Agreement responsible
for distributing any report, statement or other information required to be distributed to
Certificateholders has been provided an Investor Certification, such party to this Agreement shall
distribute such report, statement or other information to such Beneficial Owner (or prospective
transferee).



          Section 5.06 Appointment of Paying Agent. The Certificate Administrator may appoint a
paying agent (the “Paying Agent”) for the purpose of making distributions to
Certificateholders pursuant to Section 4.01 of this Agreement. The Certificate
Administrator shall cause such Paying Agent, if other than the Certificate Administrator or the
Master Servicer, to execute and deliver to the Master Servicer and the Certificate Administrator an
instrument in which such Paying Agent shall agree with the Master Servicer and the Certificate
Administrator that such Paying Agent will hold all sums held by it for the payment to
Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such
sums have been paid to the Certificateholders or disposed of as otherwise provided herein. The
initial Paying Agent shall be the Certificate Administrator. The Paying Agent shall at all times
be an entity having a long-term unsecured debt rating of at least “A” by Fitch and “A2” by Moody’s,
or shall be otherwise acceptable to each Rating Agency.



          Section 5.07 Access to Certificateholders’ Names and Addresses; Special Notices.



          (a) If any Certifying Certificateholder, Companion Loan Holder or the Master Servicer (for
purposes of this Section 5.07, an “Applicant”) applies or requests in writing to
the Certificate Registrar, and such application or request states that the Applicant desires to
communicate with the Certificateholders, the Certificate Registrar shall promptly furnish or cause
to be furnished to such Applicant a list of the names and addresses of the Certificateholders as of
the most recent Record Date, at the expense of the Applicant.



          (b) Every Certificateholder, by receiving and holding its Certificate, agrees with the
Certificate Administrator that the Certificate Administrator and the Certificate Registrar shall
not be held accountable in any way by reason of the disclosure of any information as to the names
and addresses of the Certificateholders hereunder, regardless of the source from which such
information was derived.



          (c) Upon the written request of any Certifying Certificateholder that (a) states that such
Certificateholder desires the Certificate Administrator to transmit a notice to all
Certificateholders stating that such Certificateholder wishes to be contacted by other
Certificateholders, setting forth the relevant contact information and briefly stating the reason
for the requested contact and (b) provides a copy of the Special Notice which such
Certificateholder
proposes to transmit, the Certificate Administrator shall deliver such Special Notice to all



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Certificateholders at their respective addresses appearing on the Certificate Register. The costs
and expenses of the Certificate Administrator associated with delivering with any such Special
Notice shall be borne by the party requesting such Special Notice. Every Certificateholder, by
receiving and holding a Certificate, agrees that neither the Certificate Administrator nor the
Certificate Registrar shall be held accountable by reason of the disclosure of any such Special
Notice to Certificateholders, regardless of the information set forth in such Special Notice.




          Section 5.08 Actions of Certificateholders.



          (a) Any request, demand, authorization, direction, notice, consent, waiver or other action
provided by this Agreement to be given or taken by Certificateholders may be embodied in and
evidenced by one or more instruments of substantially similar tenor signed by such
Certificateholders in person or by agent duly appointed in writing; and except as herein otherwise
expressly provided, such action shall become effective when such instrument or instruments are
delivered to the Certificate Administrator and, when required, to the Depositor, the Master
Servicer or the Special Servicer. Proof of execution of any such instrument or of a writing
appointing any such agent shall be sufficient for any purpose of this Agreement and conclusive in
favor of the Trustee, the Certificate Administrator, the Depositor, the Special Servicer and the
Master Servicer, if made in the manner provided in this Section.



          (b) The fact and date of the execution by any Certificateholder of any such instrument or
writing may be proved in any reasonable manner which the Certificate Administrator deems
sufficient.



          (c) Any request, demand, authorization, direction, notice, consent, waiver or other act by a
Certificateholder shall bind every Holder of every Certificate issued upon the registration of
transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done, or
omitted to be done, by the Trustee, the Certificate Administrator, the Depositor, the Special
Servicer or the Master Servicer in reliance thereon, whether or not notation of such action is made
upon such Certificate.



          (d) The Certificate Administrator or Certificate Registrar may require such additional proof
of any matter referred to in this Section 5.08 as it shall deem necessary.



          Section 5.09 Authenticating Agent. The Certificate Administrator may appoint an
Authenticating Agent to execute and to authenticate Certificates. The Authenticating Agent must be
acceptable to the Depositor and must be a corporation organized and doing business under the laws
of the United States of America or any state, having a principal office and place of business in a
state and city acceptable to the Depositor, having a combined capital and surplus of at least
$15,000,000, authorized under such laws to do a trust business and subject to supervision or
examination by federal or state authorities. The Certificate Administrator shall serve as the
initial Authenticating Agent and the Certificate Administrator hereby accepts such appointment.



          Any corporation into which the Authenticating Agent may be merged or converted or with which
it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Authenticating Agent shall be party, or any
corporation



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succeeding to the corporate agency business of the Authenticating Agent, shall be the
Authenticating Agent without the execution or filing of any paper or any further act on the part of
the Certificate Administrator or the Authenticating Agent.




          The Authenticating Agent may at any time resign by giving at least 30 days’ advance written
notice of resignation to the Certificate Administrator and the Depositor. The Certificate
Administrator may at any time terminate the agency of the Authenticating Agent by giving written
notice of termination to the Authenticating Agent and the Depositor. Upon receiving a notice of
resignation or upon such a termination, or in case at any time the Authenticating Agent shall cease
to be eligible in accordance with the provisions of this Section 5.09, the Certificate
Administrator promptly shall appoint a successor Authenticating Agent, which shall be acceptable to
the Depositor, and shall mail notice of such appointment to all Certificateholders. Any successor
Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the
rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if
originally named as Authenticating Agent herein. No successor Authenticating Agent shall be
appointed unless eligible under the provisions of this Section 5.09.



          The Authenticating Agent shall have no responsibility or liability for any action taken by it
as such at the direction of the Certificate Administrator. Any compensation paid to the
Authenticating Agent shall be an unreimbursable expense of the Certificate Administrator. The
appointment of an Authenticating Agent shall not relieve the Certificate Administrator from any of
its obligations hereunder, and the Certificate Administrator shall remain responsible for all acts
and omissions of the Authenticating Agent.



          Section 5.10 Appointment of Custodian. The Certificate Administrator may appoint one
or more Custodians to hold all or a portion of the Mortgage Files as agent for the Certificate
Administrator, by entering into a Custodial Agreement (in the event the Certificate Administrator
is not the Custodian). The Certificate Administrator agrees to comply with the terms of each
Custodial Agreement and to enforce the terms and provisions thereof against the Custodian for the
benefit of the Certificateholders. Each Custodian shall be a depository institution subject to
supervision by federal or state authority, shall have a combined capital and surplus of at least
$10,000,000, shall have a long-term debt rating of at least “BBB” by Fitch and “Baa” from Moody’s,
and shall be qualified to do business in the jurisdiction in which it holds any Mortgage File.
Each Custodial Agreement may be amended only as provided in Section 11.07 of this
Agreement. Any compensation paid to the Custodian shall be an unreimbursable expense of the
Certificate Administrator. The Certificate Administrator shall serve as the initial Custodian.
The Custodian, if the Custodian is not the Certificate Administrator, shall maintain a fidelity
bond in the form and amount that are customary for securitizations similar to the securitization
evidenced by this Agreement, with the Certificate Administrator named as loss payee. The Custodian
shall be deemed to have complied with this provision if one of its respective Affiliates has such
fidelity bond coverage and, by the terms of such fidelity bond, the coverage afforded thereunder
extends to the Custodian. In addition, the Custodian shall keep in force during the term of this
Agreement a policy or policies of insurance covering loss occasioned by the errors and omissions of
its officers and employees in connection with its obligations hereunder in the form and amount that
are customary for securitizations similar to the
securitization evidenced by this Agreement, with the Certificate Administrator named as loss



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payee. All fidelity bonds and policies of errors and omissions insurance obtained under this
Section 5.10 shall be issued by a Qualified Insurer, or by any other insurer with respect
to which the Rating Agencies have provided to the Certificate Administrator a No Downgrade
Confirmation. The appointment of a Custodian shall not relieve the Certificate Administrator from
any of its obligations hereunder, and the Certificate Administrator shall remain responsible for
all acts and omissions of the Custodian. In the event the Certificate Administrator is the
Custodian, the Custodian may self insure.




          Section 5.11 Maintenance of Office or Agency. The Certificate Registrar shall
maintain or cause to be maintained an office or offices or agency or agencies where Certificates
may be surrendered for registration of transfer or exchange and where notices and demands to or
upon the Certificate Registrar in respect of the Certificates and this Agreement may be served.
The Certificate Registrar initially designates its office at 111 Wall Street, Attention 15th Floor
Window, New York, New York 10005 as its office for such purposes. The Certificate Registrar shall
give prompt written notice to the Certificateholders of any change in the location of the
Certificate Register or any such office or agency.



ARTICLE VI




THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE

OPERATING ADVISOR AND THE CONTROLLING CLASS REPRESENTATIVE



          Section 6.01 Liability of the Depositor, the Master Servicer, the Special Servicer and the
Operating Advisor. The Depositor, the Master Servicer, the Special Servicer and the Operating
Advisor each shall be liable in accordance herewith only to the extent of the obligations
specifically imposed by this Agreement. Each of the Master Servicer, the Special Servicer, the
Trustee, the Certificate Administrator and the Operating Advisor shall indemnify the Depositor, any
employee, director or officer of the Depositor, the Trust Fund and each Companion Loan Holder, and
hold the Depositor, any employee, director or officer of the Depositor, the Trust Fund and each
Companion Loan Holder harmless against any loss, liability or reasonable expense (including,
without limitation, reasonable attorneys’ fees and expenses) incurred by such parties (i) as a
result of any willful misconduct, bad faith, fraud or negligence in the performance of duties of
the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the
Operating Advisor, as the case may be, or by reason of negligent disregard of the Master
Servicer’s, the Special Servicer’s, the Trustee’s, the Certificate Administrator’s or the Operating
Advisor’s, as the case may be, obligations or duties hereunder, or (ii) as a result of the breach
by the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the
Operating Advisor, as the case may be, of any of its representations or warranties contained
herein. The Depositor shall indemnify the Trust Fund and the Master Servicer, the Special
Servicer, the Trustee, the Certificate Administrator and the Operating Advisor, and any employee,
director or officer of the Master Servicer, the Special Servicer, the Trustee, the Certificate
Administrator or the Operating Advisor and hold the Trust Fund and the Master Servicer, the Special
Servicer, the Trustee, the Certificate Administrator and the Operating Advisor and any employee,
director or officer of either the Master Servicer, the Special Servicer, the Trustee, the
Certificate Administrator or the Operating Advisor
harmless against any loss, liability or reasonable expense (including, without limitation,



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reasonable attorneys’ fees and expenses) incurred by such parties (i) in connection with any
willful misconduct, bad faith, fraud or negligence in the performance of duties of the Depositor or
by reason of negligent disregard of the Depositor obligations or duties hereunder, or (ii) as a
result of the breach by the Depositor of any of its representations or warranties contained herein.




          Section 6.02 Merger or Consolidation of the Master Servicer, the Special Servicer and the
Operating Advisor. Subject to the following paragraph, each of the Master Servicer, the
Special Servicer and the Operating Advisor shall keep in full effect its existence, rights and good
standing as a national banking association, limited liability company or a corporation under the
laws of the state of its organization and shall not jeopardize its ability to do business in each
jurisdiction in which the Mortgaged Properties are located (to the extent necessary to perform its
obligations under this Agreement) or to protect the validity and enforceability of this Agreement,
the Certificates or any of the Mortgage Loans and to perform its respective duties under this
Agreement.



          Each of the Master Servicer, the Special Servicer and the Operating Advisor may be merged or
consolidated with or into any Person, or transfer all or substantially all of its assets (which may
be limited to all or substantially all of its assets related to commercial mortgage loan servicing)
to any Person, in which case any Person resulting from any merger or consolidation to which it
shall be a party, or any Person succeeding to its business, shall be the successor of the Master
Servicer, the Special Servicer or the Operating Advisor, as applicable, hereunder, and shall be
deemed to have assumed all of the liabilities of the Master Servicer, the Special Servicer or the
Operating Advisor, as applicable, hereunder, if such surviving entity is a rated servicer or if
each of the Rating Agencies has provided a No Downgrade Confirmation.



          Section 6.03 Limitation on Liability of the Depositor, the Master Servicer, the Special
Servicer, the Operating Advisor and Others. None of the Depositor, the Master Servicer, the
Special Servicer, the Operating Advisor or any of the directors, officers, employees or agents of
the Depositor, the Master Servicer, the Special Servicer or the Operating Advisor shall be under
any liability to the Trust Fund, the Certificateholders, any Companion Loan Holder or any other
Person for any action taken, or for refraining from the taking of any action, in good faith
pursuant to this Agreement, or for errors in judgment; provided, however, that this
provision shall not protect the Depositor, the Master Servicer, the Special Servicer, the Operating
Advisor or any such Person against liability which would be imposed by reason of (i) any breach of
warranty or representation with respect to such respective party or (ii) any willful misconduct,
bad faith, fraud or negligence on the part of such respective party in the performance of its
obligations and duties hereunder or by reason of negligent disregard on the part of such respective
party of its obligations or duties hereunder. The Depositor, the Master Servicer, the Special
Servicer, the Operating Advisor and any director, officer, employee or agent of the Depositor, the
Master Servicer, the Special Servicer or the Operating Advisor may rely in good faith on any
document of any kind which, prima facie, is properly executed and submitted by any appropriate
Person respecting any matters arising hereunder. The Depositor, the Master Servicer, the Special
Servicer, the Operating Advisor and any director, officer, employee or agent of the Depositor, the
Master Servicer, the Special Servicer or the Operating Advisor shall be indemnified and held
harmless by the Trust Fund (which indemnification amounts shall be payable out of the Collection
Account or, if with respect to a Split-Loan, as provided in the last
paragraph of this Section 6.03) against any loss, liability or expense (including
reasonable legal



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fees and expenses) incurred in connection with, or relating to, this Agreement or
the Certificates, other than any loss, liability or expense (including reasonable legal fees and
expenses) (i) with respect to any such party being indemnified, incurred by reason of willful
misconduct, bad faith, fraud or negligence in the performance of duties hereunder or by reason of
negligent disregard of obligations or duties hereunder, (ii) with respect to any such party,
resulting from the breach by such party of any of its representations or warranties contained
herein, (iii) specifically required to be borne by the party seeking indemnification, without right
of reimbursement pursuant to the terms hereof or (iv) which constitutes a Property Advance that is
otherwise reimbursable hereunder. Neither the Depositor nor the Master Servicer nor the Special
Servicer nor the Operating Advisor shall be under any obligation to appear in, prosecute or defend
any legal action unless such action is related to its respective duties under this Agreement and in
its opinion does not expose it to any expense or liability for which reimbursement is not
reasonably assured; provided, however, that the Depositor, the Master Servicer, the
Special Servicer or the Operating Advisor may in its discretion undertake any such action related
to its obligations hereunder which it may deem necessary or desirable with respect to this
Agreement and the rights and duties of the parties hereto and the interests of the
Certificateholders hereunder. In such event, the reasonable legal expenses and costs of such
action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust
Fund and the Depositor, the Master Servicer, the Special Servicer and the Operating Advisor shall
be entitled to be reimbursed therefor from the Collection Account as provided in Section
3.06 and Section 3.06A of this Agreement.




          With respect to any Split-Loan, the losses, liabilities or expenses described in the preceding
paragraph that relate to such Split-Loan shall be paid first out of amounts on deposit in the
related Split-Loan Custodial Account maintained with respect to such Split-Loan (with such amounts
allocated between the Mortgage Loan and the related Pari Passu Companion Loans on a pro rata basis
(based on each such loan’s outstanding principal balance)) and then out of amounts on deposit in
the Collection Account. If funds in the Split-Loan Custodial Account are insufficient, and any
deficiency is paid from amounts on deposit in the Collection Account, then, to the extent any such
amounts are required to be borne by the related Companion Loan Holder pursuant to the terms of the
related Intercreditor Agreement, then the Master Servicer shall from time to time thereafter use
amounts otherwise payable to the holder of the related Companion Loan to deposit into the
Collection Account in the amount so previously paid from the Collection Account.



          Section 6.04 Limitation on Resignation of the Master Servicer, the Special Servicer or the
Operating Advisor.



          (a) Each of the Master Servicer, the Special Servicer and the Operating Advisor may assign its
respective rights and delegate its respective duties and obligations under this Agreement, and
provided, that, with respect to any of the Master Servicer, the Special Servicer or the
Operating Advisor: (i) the successor accepting such assignment and delegation (A) shall be (1) an
established mortgage finance entity or bank or (2) an other entity that is regularly engaged in the
servicing of commercial mortgage loans (or, in the case of the Operating Advisor, an Eligible
Operating Advisor), and in the case of each of clause (1) or (2) is organized and doing business
under the laws of any state of the United States, the District of Columbia or
the United States, authorized under such laws to perform the duties of a servicer of mortgage



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loans or a Person resulting from a merger, consolidation or succession that is permitted under
Section 6.02 of this Agreement, and (B) shall execute and deliver to the Trustee and the
Certificate Administrator an agreement which contains an assumption by such Person of the due and
punctual performance and observance of each covenant and condition to be performed or observed by
the Master Servicer, the Special Servicer or the Operating Advisor, as the case may be, under this
Agreement from and after the date of such agreement; (ii) each Rating Agency has delivered to the
Trustee a No Downgrade Confirmation; (iii) the Master Servicer, the Special Servicer or the
Operating Advisor shall not be released from its obligations under this Agreement that arose prior
to the effective date of such assignment and delegation under this Section 6.04; (iv) the
rate at which the Operating Advisor Fee, the Servicing Fee or Special Servicing Compensation, as
applicable (or any component thereof) is calculated shall not exceed the rate then in effect; and
(v) the resigning Master Servicer, Special Servicer or Operating Advisor, as applicable, shall be
responsible for the reasonable costs and expenses of each other party hereto and the Rating
Agencies in connection with such transfer. Upon acceptance of such assignment and delegation, the
purchaser or transferee shall be the successor Master Servicer, Special Servicer or Operating
Advisor, as applicable, hereunder.




          (b) Except as provided in this Section 6.04, the Master Servicer, the Special Servicer
and the Operating Advisor shall not resign from their respective obligations and duties hereby
imposed on them except upon determination that such duties hereunder are no longer permissible
under applicable law; provided that, on and after the time the Trustee receives notice of
resignation by the Master Servicer, the Special Servicer or the Operating Advisor upon
determination that such duties hereunder are no longer permissible under applicable law, the
Trustee shall, with respect to the Master Servicer or the Special Servicer subject to the terms and
provisions of Section 7.02 of this Agreement and with respect to the Operating Advisor
subject to the terms and provisions of Section 7.06 of this Agreement, be its successor in
all respects in its capacity as Master Servicer, Special Servicer or Operating Advisor, as
applicable, as though the Master Servicer, the Special Servicer or the Operating Advisor, as the
case may be, had received a notice of termination. Any such determination permitting the
resignation of the Master Servicer, the Special Servicer or the Operating Advisor, as applicable,
shall be evidenced by an Opinion of Counsel (obtained at the resigning Master Servicer’s, Special
Servicer’s or Operating Advisor’s expense) to such effect delivered to the Trustee and the
Certificate Administrator.



          Except as provided in the immediately preceding paragraph, no resignation or removal of the
Master Servicer, the Special Servicer or the Operating Advisor as contemplated herein shall become
effective until the Trustee or a successor Master Servicer, Special Servicer or Operating Advisor
shall have assumed the Master Servicer’s, the Special Servicer’s or the Operating Advisor’s
responsibilities, duties, liabilities and obligations hereunder. If no successor Master Servicer,
Special Servicer or Operating Advisor can be obtained to perform such obligations for the same
compensation to which the terminated Master Servicer, Special Servicer or Operating Advisor would
have been entitled, additional amounts payable to such successor Master Servicer, Special Servicer
or Operating Advisor shall be treated as a shortfall resulting in Realized Losses.



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          Section 6.05 Rights of the Depositor, the Trustee, the Certificate Administrator and the
Companion Loan Holder in Respect of the Master Servicer and Special Servicer. The
Master
Servicer and the Special Servicer shall afford the Depositor, the Trustee, the Certificate
Administrator and, subject to Section 11.14 of this Agreement, each Rating Agency, upon
reasonable notice, during normal business hours access to all records maintained by it in respect
of its rights and obligations hereunder and access to its officers responsible for such
obligations, if reasonably related to the performance of the obligations of such Person under this
Agreement. Upon request, if reasonably related to the performance of the obligations of such
Person under this Agreement, the Master Servicer and the Special Servicer shall furnish to the
Depositor, each Underwriter and Initial Purchaser, the Master Servicer, the Special Servicer, the
Trustee, the Certificate Administrator and each Companion Loan Holder its most recent publicly
available annual financial statements or those of its public parent. The Depositor may, but is not
obligated to, enforce the obligations of the Master Servicer or the Special Servicer hereunder
which are in default and may, but is not obligated to, perform, or cause a designee to perform, any
defaulted obligation of such Person hereunder or exercise its rights hereunder, provided
that the Master Servicer and the Special Servicer shall not be relieved of any of its obligations
hereunder by virtue of such performance by the Depositor or its designee. If the Depositor or its
designee undertakes any such action it will be reimbursed by the Trust Fund from the Collection
Account as provided in Section 3.06 and Section 6.03 of this Agreement to the
extent not recoverable from the Master Servicer or Special Servicer, as applicable. None of the
Depositor, the Trustee, the Certificate Administrator, the Master Servicer (with respect to the
Special Servicer) or the Special Servicer (with respect to the Master Servicer) shall have any
responsibility or liability for any action or failure to act by the Master Servicer or the Special
Servicer and neither such Person is obligated to monitor or supervise the performance of the Master
Servicer or the Special Servicer under this Agreement or otherwise. Neither the Master Servicer
nor the Special Servicer shall have any responsibility or liability for any action or failure to
act by the Depositor, the Trustee or the Certificate Administrator and neither such Person is
obligated to monitor or supervise the performance of the Depositor, the Trustee or the Certificate
Administrator under this Agreement or otherwise.




          Each of the Trustee, the Certificate Administrator, the Depositor, the Master Servicer, and
the Special Servicer shall furnish such reports, certifications and information as are reasonably
requested by the Trustee, the Certificate Administrator, the Depositor, the Master Servicer or the
Special Servicer, as applicable, in order to enable such requesting party to perform its duties
hereunder, provided that for the avoidance of doubt, this shall not require any Person to
prepare any reports, Certificates and information not required to be prepared hereunder.



          Neither the Master Servicer nor the Special Servicer shall be under any obligation to disclose
confidential or proprietary information pursuant to this Section.



          Section 6.06 Master Servicer, Special Servicer as Owner of a Certificate. The Master
Servicer or an Affiliate of the Master Servicer or the Special Servicer or an Affiliate of the
Special Servicer may become the Holder (or with respect to a Global Certificate, Beneficial Owner)
of any Certificate with the same rights it would have if it were not the Master Servicer or the
Special Servicer or an Affiliate thereof, except as otherwise expressly provided herein. If, at
any time during which the Master Servicer or the Special Servicer or an Affiliate of the Master
Servicer or the Special Servicer is the Holder or Beneficial Owner of any Certificate, the
Master Servicer or the Special Servicer proposes to take action (including for this purpose,
omitting to



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take action) that (i) is not expressly prohibited by the terms hereof and would not, in
the Master Servicer’s or the Special Servicer’s good faith judgment, violate the Servicing
Standard, and (ii) if taken, might nonetheless, in the Master Servicer’s or the Special Servicer’s
good faith judgment, be considered by other Persons to violate the Servicing Standard, the Master
Servicer or the Special Servicer may seek the approval of the Certificateholders to such action by
delivering to the Trustee and the Certificate Administrator a written notice that (i) states that
it is delivered pursuant to this Section 6.06, (ii) identifies the Percentage Interest in
each Class of Certificates beneficially owned by the Master Servicer or the Special Servicer or an
Affiliate of the Master Servicer or the Special Servicer, and (iii) describes in reasonable detail
the action that the Master Servicer or the Special Servicer proposes to take. The Certificate
Administrator, upon receipt of such notice, shall forward it to the Certificateholders (other than
the Master Servicer and its Affiliates or the Special Servicer and its Affiliates, as appropriate)
together with such instructions for response as the Certificate Administrator shall reasonably
determine. If at any time Certificateholders holding greater than 50% of the Voting Rights of all
Certificateholders (calculated without regard to the Certificates beneficially owned by the Master
Servicer or its Affiliates or the Special Servicer or its Affiliates) shall have consented in
writing to the proposal described in the written notice, and if the Master Servicer or the Special
Servicer shall act as proposed in the written notice, such action shall be deemed to comply with
the Servicing Standard. The Certificate Administrator shall be entitled to reimbursement from the
Master Servicer or the Special Servicer, as applicable, of the reasonable expenses of the
Certificate Administrator incurred pursuant to this paragraph. It is not the intent of the
foregoing provision that the Master Servicer or the Special Servicer be permitted to invoke the
procedure set forth herein with respect to routine servicing matters arising hereunder, except in
the case of unusual circumstances.




          Section 6.07 Rating Agency Fees. The Depositor shall pay (or cause to be paid) the
annual fees of each Rating Agency including, but not limited to, surveillance fees.



          Section 6.08 Termination of the Special Servicer Without Cause.



          (a) During a Subordinate Control Period, the Controlling Class Representative shall be
entitled to terminate the rights (subject to Section 3.12 and Section 6.03 of this
Agreement) and obligations of the Special Servicer under this Agreement, with or without cause,
upon ten (10) Business Days’ notice to the Special Servicer, the Master Servicer, the Certificate
Administrator, the Operating Advisor and the Trustee. Upon a termination (pursuant to the prior
sentence) or a resignation (pursuant to Section 6.04(b) of this Agreement) of the Special
Servicer, the Controlling Class Representative shall appoint a successor Special Servicer;
provided, however, that (i) such successor will meet the requirements set forth in
Section 7.02 of this Agreement and (ii) the Controlling Class Representative shall (at no
expense to the Trust) obtain and deliver to the Certificate Administrator and the Trustee a No
Downgrade Confirmation with respect to such proposed successor acting as a Special Servicer.



          During a Collective Consultation Period or a Senior Consultation Period, upon (i) the written
direction of Holders of Certificates evidencing at least 25% of the Voting Rights (taking into
account the application of any Appraisal Reduction Amounts to notionally reduce
the Certificate Principal Amounts of the Certificates) of the Regular Certificates requesting
a vote to terminate and replace the Special Servicer with a proposed successor Special Servicer,



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(ii) payment by such Holders to the Certificate Administrator of the reasonable fees and expenses
to be incurred by the Certificate Administrator in connection with administering such vote and
(iii) delivery by such Holders to the Certificate Administrator and the Trustee of a No Downgrade
Confirmation (which No Downgrade Confirmation will be obtained at the expense of such Holders) with
respect to the termination of the existing Special Servicer and the replacement thereof with the
proposed successor, the Certificate Administrator shall promptly provide written notice thereof to
all Certificateholders by posting such notice on the Certificate Administrator’s Website and by
mailing at their addresses appearing in the Certificate Register. Upon the written direction of
Holders of Regular Certificates evidencing at least 75% of the Voting Rights (taking into account
the application of any Appraisal Reduction Amounts to notionally reduce the Certificate Principal
Amounts of the Certificates) of the Regular Certificates, the Trustee shall terminate all of the
rights and obligations of the Special Servicer under this Agreement, and the proposed successor
Special Servicer shall succeed to the duties of the Special Servicer all as if a removal and
replacement were occurring pursuant to Section 7.01 and Section 7.02 of this
Agreement; provided that if such written direction is not provided within 180 days of the
initial request for a vote to terminate and replace the Special Servicer, then such written
direction shall have no force and effect. The provisions set forth in the foregoing sentences of
this Section 6.08(a) shall be binding upon and inure to the benefit of solely the
Certificateholders and the Trustee as between each other. The Special Servicer shall not have any
cause of action based upon or arising from any breach or alleged breach of such provisions. As
between the Special Servicer, on the one hand, and the Certificateholders, on the other, the
Certificateholders shall be entitled in their sole discretion to vote for the termination or not
vote for the termination of the Special Servicer.




          (b) In no event may a successor Special Servicer be a current or former Operating Advisor or
any Affiliate of such current or former Operating Advisor. Further, such successor must be a
Person that (i) satisfies all of the eligibility requirements applicable to special servicers
contained in this Agreement, (ii) is not obligated or allowed to pay the Operating Advisor (x) any
fees or otherwise compensate the Operating Advisor in respect of its obligations under this
Agreement or (y) for the appointment of the successor Special Servicer, (iii) is not entitled to
waive any compensation from the Operating Advisor and (iv) is not entitled to receive any fee from
the Operating Advisor for its appointment as successor Special Servicer, in each case, unless
expressly approved by 100% of the Certificateholders.



          (c) The appointment of any such successor Special Servicer shall not relieve the Master
Servicer or the Trustee of their respective obligations to make Advances as set forth herein;
provided, however, the initial Special Servicer specified in Section
3.21(a) of this Agreement shall not be liable for any actions or any inaction of such successor
Special Servicer. Any termination fee payable to the terminated Special Servicer and any costs
incurred by the Trust or the terminated Special Servicer in connection with the replacement of a
Special Servicer shall be paid by the Certificateholders so terminating the Special Servicer and
shall not in any event be an expense of the Trust Fund.



          (d) No termination of the Special Servicer and appointment of a successor Special Servicer
shall be effective until (i) the successor Special Servicer shall have executed and
delivered to the Trustee and the Certificate Administrator an agreement which contains an
assumption by such Person of the due and punctual performance and observance of each



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covenant and
condition to be performed or observed by the Special Servicer under this Agreement from and after
the date of such agreement, (ii) the Trustee and the Certificate Administrator have each received a
No Downgrade Confirmation with respect to such termination and appointment of a successor and (iii)
the Special Servicer enters into a fee splitting agreement with the replacement Special Servicer
negotiated in good faith by the Special Servicer and mutually acceptable to both parties, which
sets forth the apportionment of Workout Fees and Liquidation Fees that are expected to be payable
on Specially Serviced Mortgage Loans.




          (e) Any successor Special Servicer shall be deemed to make the representations and warranties
provided for in Section 2.06(a) of this Agreement mutatis mutandis as of the date of its
succession.



          (f) With respect to any Split-Loan, the identity of any successor special servicer (other than
a successor to the Special Servicer resulting from a merger or consolidation to which the Special
Servicer is party, as contemplated and permitted by Section 6.02 of this Agreement)
appointed pursuant to this Section 6.08 shall be reasonably acceptable to the related Pari
Passu Companion Loan Holder as and to the extent provided for in the related Intercreditor
Agreement.



          (g) If the Special Servicer is terminated pursuant to this Section 6.08, the Trustee
shall, by notice in writing to the Special Servicer, terminate all of its rights and obligations
under this Agreement and in and to the Mortgage Loans and any Split-Loan and the proceeds thereof,
other than any rights the Special Servicer may have hereunder as a Certificateholder and any rights
or obligations that accrued prior to the date of such termination (including the right to receive
all amounts accrued or owing to it under this Agreement).



          Section 6.09 The Controlling Class Representative.



          (a) During a Subordinate Control Period, the Controlling Class Representative shall have the
right to consent to all Major Decisions with respect to Specially Serviced Mortgage Loans and all
non-Specially Serviced Mortgage Loans and all Asset Status Reports. In addition, notwithstanding
anything herein to the contrary, except as set forth in, and in any event subject to the second and
third paragraphs of this Section 6.09(a), during a Subordinate Control Period, the Special
Servicer shall not be permitted to take any of the actions constituting a Major Decision as to
which the Controlling Class Representative has objected in writing within ten (10) Business Days
after receipt of the written recommendation and analysis from the Special Servicer;
provided that if such written objection has not been received by the Special Servicer
within such ten (10) Business Day period, then the Controlling Class Representative shall be deemed
to have approved such action; provided, further that, if the Special Servicer
determines that immediate action, with respect to a Major Decision, or any other matter requiring
consent of the Controlling Class Representative during a Subordinate Control Period in this
Agreement, is necessary to protect the interests of the Certificateholders and, with respect to a
Split-Loan, the Certificateholders and the related Companion Loan Holder (consistent with the
Servicing Standard), the Special Servicer may take any such action without waiting for the
Controlling
Class Representative’s response. The Special Servicer is not required to obtain the consent
of the Controlling Class Representative for any Major Decision during a Collective Consultation



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Period or a Senior Consultation Period; provided that, during a Collective Consultation
Period, the Special Servicer shall consult (on a non-binding basis) with the Controlling Class
Representative and the Operating Advisor in connection with any Major Decision and consider
alternative actions recommended by the Controlling Class Representative and the Operating Advisor,
but only to the extent such consultation with, or consent of, the Controlling Class Representative
would have been required during a Subordinate Control Period.




          Notwithstanding anything herein to the contrary, no direction, and no objection contemplated
by the preceding paragraph may require or cause the Special Servicer to violate any provision of
any Loan Documents, any Intercreditor Agreement, applicable law, this Agreement or the REMIC
Provisions, including without limitation the Special Servicer’s obligation to act in accordance
with the Servicing Standard, or expose the Master Servicer, the Special Servicer, the Certificate
Administrator, the Trust Fund or the Trustee to liability, or materially expand the scope of the
Special Servicer’s responsibilities hereunder or cause the Special Servicer to act, or fail to act,
in a manner which in the reasonable judgment of the Special Servicer is not in accordance with the
Servicing Standard.



          If the Special Servicer determines that a refusal to consent by the Controlling Class
Representative or any advice from the Controlling Class Representative would otherwise cause the
Special Servicer to violate the terms of any Loan Documents, any Intercreditor Agreement,
applicable law, the REMIC Provisions or this Agreement, including without limitation, the Servicing
Standard, the Special Servicer shall disregard such refusal to consent or advise and notify the
Controlling Class Representative, the Trustee and, subject to Section 11.14 of this
Agreement, the Rating Agencies of its determination, including a reasonably detailed explanation of
the basis therefor. The taking of, or refraining from taking, any action by the Special Servicer
in accordance with the direction of or approval of the Controlling Class Representative that does
not violate any law or the Servicing Standard or any other provisions of this Agreement, will not
result in any liability on the part of the Master Servicer or the Special Servicer.



          The Controlling Class Representative will have no liability to the Trust Fund or
Certificateholders for any action taken, or for refraining from the taking of any action, pursuant
to this Agreement, or for error in judgment; provided, however, that the
Controlling Class Representative will not be protected against any liability to any Controlling
Class Certificateholder that would otherwise be imposed by reason of willful misfeasance, bad faith
or negligence in the performance of duties or by reason of negligent disregard of obligations or
duties.



          Each Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that:
(i) the Controlling Class Representative may have special relationships and interests that conflict
with those of Holders of one or more Classes of Certificates; (ii) the Controlling Class
Representative may act solely in the interests of the Holders of the Controlling Class; (iii) the
Controlling Class Representative does not have any liability or duties to the Holders of any Class
of Certificates other than the Controlling Class; (iv) the Controlling Class Representative may
take actions that favor interests of the Holders of the Controlling Class over
the interests of the Holders of one or more other Classes of Certificates; and (v) the
Controlling Class Representative shall have no liability whatsoever (other than to a Controlling
Class



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Certificateholder) for having so acted as set forth in clauses (i)-(iv) of this paragraph,
and no Certificateholder may take any action whatsoever against the Controlling Class
Representative or any director, officer, employee, agent or principal thereof for having so acted.




          (b) Notwithstanding anything to the contrary contained herein: (i) during a Collective
Consultation Period, the Controlling Class Representative shall have no right to consent to any
action taken or not taken by any party to this Agreement; (ii) during a Collective Consultation
Period, the Controlling Class Representative shall remain entitled to receive any notices, reports
or information to which it is entitled pursuant to this Agreement, and the Master Servicer, Special
Servicer and any other applicable party shall consult with the Controlling Class Representative in
connection with any action to be taken or refrained from taking to the extent set forth herein; and
(iii) during a Senior Consultation Period, the Controlling Class Representative shall have no
consultation or consent rights hereunder and no right to receive any notices, reports or
information (other than notices, reports or information required to be delivered to all
Certificateholders) or any other rights as Controlling Class Representative.



          (c) Reserved.



          (d) Reserved.



          (e) Each Controlling Class Certificateholder is hereby deemed to have agreed by virtue of its
purchase of a Certificate to provide its name and address to the Certificate Administrator and to
notify the Certificate Administrator of the transfer of any Certificate of the Controlling Class,
the selection of a Controlling Class Representative or the resignation or removal thereof. Any
Certificateholder or its designee at any time appointed Controlling Class Representative is hereby
deemed to have agreed by virtue of its purchase of a Certificate to notify the Certificate
Administrator when such Certificateholder is appointed Controlling Class Representative and when it
is removed or resigns. Upon receipt of such notice, the Certificate Administrator will notify the
Special Servicer, the Master Servicer and the Operating Advisor of the identity of the Controlling
Class Representative and any resignation or removal thereof. In addition, upon the request of the
Master Servicer, the Special Servicer or Operating Advisor, as applicable, the Certificate
Administrator must reasonably promptly provide the name of the then-current Controlling Class and,
if requested, a list of the Certificateholders (or a securities position listing from the
Depository) of the Controlling Class to such requesting party (at the expense of the Trust Fund).
Each holder of the Class NR Certificates is required to notify the Certificate Administrator as to
its identity and, upon receipt of such notice, the Certificate Administrator shall (other than in
the case of the Initial Controlling Class Representative) notify the Master Servicer, the Special
Servicer and the Operating Advisor of the identity of such Certificateholder.



          (f) The initial Controlling Class Representative shall be LNR Securities Holdings, LLC. The
foregoing designation is deemed to be the notice required by the last sentence of clause (e) above.



          (g) Once a Controlling Class Representative has been selected pursuant to clause (e) above,
each of the Master Servicer, the Special Servicer, the Operating Advisor, the Depositor, the
Certificate Administrator, the Trustee and each other Certificateholder (or



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Beneficial Owner, if
applicable) shall be entitled to rely on such selection unless a majority of the Certificateholders
of the Controlling Class, by Certificate Principal Amount, or such Controlling Class Representative
shall have notified the Master Servicer, the Special Servicer, the Operating Advisor, the
Depositor, the Certificate Administrator, the Trustee and each other Certificateholder of the
Controlling Class, in writing, of the resignation of such Controlling Class Representative or the
selection of a new Controlling Class Representative. Upon receipt of written notice of the
resignation of a Controlling Class Representative, the Certificate Administrator shall request the
Certificateholders of the Controlling Class to select a new Controlling Class Representative.




          (h) If at any time a book-entry certificate belongs to the Controlling Class, the Certificate
Administrator shall notify the related Beneficial Owner or Beneficial Owners (through the
Depository, unless the Certificate Administrator shall have been previously provided with the name
and address of such Beneficial Owner or Beneficial Owners) of such event and shall request that it
be informed of any change in the identity of the related Beneficial Owner from time to time.



          (i) Until it receives notice to the contrary, each of the Master Servicer, the Special
Servicer, the Operating Advisor, the Depositor, the Trustee and the Certificate Administrator shall
be entitled to rely on the most recent notification with respect to the identity of the
Certificateholders of the Controlling Class and the Controlling Class Representative.



ARTICLE VII




DEFAULT



          Section 7.01 Events of Default.



          (a) “Event of Default,” wherever used herein, means any one of the following events:




     (i) (A) any failure by the Master Servicer to make any deposit or payment required to
be made by the Master Servicer to the Collection Account or any Split-Loan Custodial Account
or to any Companion Loan Holder on the day and by the time such deposit or remittance is
required to be made under the terms of this Agreement, which failure is not remedied within
one (1) Business Day or (B) any failure by the Master Servicer to deposit into, or remit to
the Certificate Administrator for deposit into, any Distribution Account any amount required
to be so deposited or remitted, which failure is not remedied by 11:00 a.m. (New York City
time) on the relevant Distribution Date;




     (ii) any failure by the Special Servicer to deposit into any REO Account, within two
(2) Business Days after such deposit is required to be made or to remit to the Master
Servicer for deposit into the Collection Account, or the related Split-Loan Custodial
Account, as applicable, any such remittance required to be so deposited or remitted by the
Special Servicer pursuant to, and within one (1) Business Day after the time specified
by, the terms of this Agreement;



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     (iii) any failure on the part of the Master Servicer or the Special Servicer, as
applicable, duly to observe or perform in any material respect any of its other covenants or
obligations contained in this Agreement which continues unremedied for a period of 30 days
(10 days in the case of the Master Servicer’s failure to make a Property Advance as may be
required to avoid the commencement of foreclosure proceedings for unpaid real estate taxes
or the lapse of insurance, as applicable) after the date on which written notice of such
failure, requiring the same to be remedied, shall have been given to the Master Servicer or
the Special Servicer, as the case may be, by any other party hereto, or to the Master
Servicer or the Special Servicer, as the case may be, with a copy to each other party to
this Agreement, by the Holders of Certificates of any Class evidencing, as to such Class,
not less than 25% of the Voting Rights; provided, however, if any such
failure with a 30-day cure period is capable of being cured and the Master Servicer or
Special Servicer, as applicable, is diligently pursuing such cure, such 30-day period will
be extended an additional 60 days; provided that the Master Servicer, or Special
Servicer, as applicable, has commenced to cure such failure within the initial 30-day period
and has certified that it has diligently pursued, and is continuing to pursue, a full cure;




     (iv) any breach on the part of the Master Servicer or the Special Servicer of any
representation or warranty contained in this Agreement, which materially and adversely
affects the interests of any Class of Certificateholders or a Companion Loan Holder and
which continues unremedied for a period of 30 days after the date on which notice of such
breach, requiring the same to be remedied, has been given to the Master Servicer or the
Special Servicer, as the case may be, by the Depositor, the Certificate Administrator or the
Trustee, or to the Master Servicer, the Special Servicer, the Depositor, the Certificate
Administrator and the Trustee by the Holders of Certificates entitled to not less than 25%
of the Voting Rights; provided, however, if such breach is capable of being
cured and the Master Servicer or Special Servicer, as applicable, is diligently pursuing
such cure, such 30-day period will be extended an additional 60 days; provided that
the Master Servicer, or Special Servicer, as applicable, has commenced to cure such failure
within the initial 30-day period and has certified that it has diligently pursued, and is
continuing to pursue, a full cure;




     (v) a decree or order of a court or agency or supervisory authority having jurisdiction
in the premises in an involuntary case under any present or future federal or state
bankruptcy, insolvency or similar law for the appointment of a conservator, receiver,
liquidator, trustee or similar official in any bankruptcy, insolvency, readjustment of debt,
marshaling of assets and liabilities or similar proceedings, or for the winding-up or
liquidation of its affairs, shall have been entered against the Master Servicer or the
Special Servicer, as applicable, and such decree or order shall have remained in force
undischarged, undismissed or unstayed for a period of 60 days;




     (vi) the Master Servicer or the Special Servicer, as applicable, shall consent to the
appointment of a conservator, receiver, liquidator, trustee or similar official in any
bankruptcy, insolvency, readjustment of debt, marshaling of assets and liabilities or
similar proceedings of or relating to the Master Servicer or the Special Servicer or of
or relating to all or substantially all of its property;



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     (vii) the Master Servicer or the Special Servicer, as applicable, shall admit in
writing its inability to pay its debts generally as they become due, file a petition to take
advantage of any applicable bankruptcy, insolvency or reorganization statute, make an
assignment for the benefit of its creditors, voluntarily suspend payment of its obligations
or take any corporate action in furtherance of the foregoing;




     (viii) Fitch or Moody’s has (i) qualified, downgraded or withdrawn its rating or
ratings of one or more Classes of Certificates or securities backed by a Companion Loan, or
(ii) placed one or more Classes of Certificates or securities backed by a Companion Loan on
“watch status” in contemplation of rating downgrade or withdrawal and, in the case of either
of clauses (i) or (ii), citing servicing concerns with the Master Servicer or the Special
Servicer, as applicable, as the sole or material factor in such rating action (and such
qualification, downgrade, withdrawal or “watch status” placement has not been withdrawn by
Fitch or Moody’s, as applicable, within 60 days of such event); and




     (ix) so long as the Issuing Entity or any securitization that holds a Companion Loan is
subject to Exchange Act reporting requirements, any failure by the Master Servicer or
Special Servicer, as applicable, to deliver (i) an annual certification regarding such
servicer’s compliance with the terms of this Agreement, as well as annual servicing criteria
compliance reports and attestation reports by the times required pursuant to Article
X of this Agreement after any applicable grace, notice or cure period or (ii) any
Exchange Act reporting items that a primary servicer, sub-servicer or Servicing Function
Participant (such entity, a “Sub-Servicing Entity”) retained by the Master Servicer
or Special Servicer (but excluding any Seller Sub-Servicer) is required, but fails, to
deliver (after any applicable grace, notice or cure period) (any Sub-Servicing Entity will
be terminated if it defaults in accordance with the provision of this clause (ix)).


then, and in each and every such case, so long as an Event of Default shall not have been remedied,
either (i) the Trustee may or (ii) upon the written direction of the Holders of at least 25% of the
aggregate Voting Rights of all Certificates, the Trustee shall, terminate the Master Servicer or
the Special Servicer, as applicable.




          If the Master Servicer is also the Special Servicer and the Master Servicer is terminated as
provided in this Section 7.01, the Master Servicer shall also be terminated as Special
Servicer.



          (b) If the Master Servicer receives notice of termination under Section 7.01(c) solely
due to an Event of Default under Section 7.01(a)(vii) and if the Master Servicer to be
terminated pursuant to Section 7.01(c) provides the Trustee with the appropriate “request
for proposal” materials within five (5) Business Days following such termination notice, then the
Master Servicer shall continue to service as Master Servicer hereunder until a successor Master
Servicer is selected in accordance with this Section 7.01(b). Upon receipt of the “request
for proposal” materials, the Trustee shall promptly thereafter (using such “request for proposal”
materials provided by the Master Servicer pursuant to Section 7.01(c)) solicit good
faith bids for the rights to service the Mortgage Loans and the Split-Loans under this Agreement
from at least three (3) Persons qualified to act as a successor Master Servicer hereunder in
accordance with Section 6.02 (any such Person so qualified, a “Qualified Bidder”)
or, if three (3) Qualified



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Bidders cannot be located, then from as many persons as the Trustee can
determine are Qualified Bidders; provided that, at the Trustee’s request, the Master
Servicer shall supply the Trustee with the names of Persons from whom to solicit such bids; and
provided, further, that the Trustee shall not be responsible if less than three (3)
or no Qualified Bidders submit bids for the right to service the Mortgage Loans under this
Agreement. The bid proposal shall require any Successful Bidder (as defined below), as a condition
of such bid, to enter into this Agreement as successor Master Servicer, and to agree to be bound by
the terms hereof, within 45 days after the notice of termination of the Master Servicer. The
Trustee shall select the Qualified Bidder with the highest cash bid (the “Successful
Bidder”) to act as successor Master Servicer hereunder; provided, however, that
if the Trustee does not receive (or is not deemed to have received) a No Downgrade Confirmation
from each Rating Agency within ten (10) days after the selection of such Successful Bidder, then
the Trustee shall repeat the bid process described above (but subject to the above-described 45-day
time period) until a No Downgrade Confirmation is obtained (or deemed to have been obtained). The
Trustee shall direct the Successful Bidder to enter into this Agreement as successor Master
Servicer pursuant to the terms hereof no later than 45 days after notice of the termination of the
Master Servicer.




          Upon the assignment and acceptance of master servicing rights hereunder (subject to the terms
of Section 3.12 of this Agreement) to and by the Successful Bidder, the Trustee shall remit
or cause to be remitted to the Master Servicer to be terminated pursuant to Section 7.01(c)
of this Agreement, the amount of such cash bid received from the Successful Bidder (net of
“out-of-pocket” expenses incurred in connection with obtaining such bid and transferring
servicing).



          The Master Servicer to be terminated pursuant to Section 7.01(c) of this Agreement
shall be responsible for all out-of-pocket expenses incurred in connection with the attempt to sell
its rights to service the Mortgage Loans and the Split-Loans, which expenses are not reimbursed to
the party that incurred such expenses pursuant to the preceding paragraph.



          If the Successful Bidder has not entered into this Agreement as successor Master Servicer
within the above-described time period or no Successful Bidder was identified within the
above-described time period, the Master Servicer to be terminated pursuant to Section
7.01(c) shall reimburse the Trustee for all reasonable “out-of-pocket” expenses incurred by the
Trustee in connection with such bid process and the Trustee shall have no further obligations under
this Section 7.01(b). The Trustee thereafter may act or may select a successor to act as
Master Servicer hereunder in accordance with Section 7.02.



          (c) If the Master Servicer or the Special Servicer is terminated pursuant to this Section
7.01, the Trustee or the Certificate Administrator, as applicable, shall, by notice in writing
to the Master Servicer or the Special Servicer, as the case may be (the “Terminated
Party”), terminate all of its rights and obligations under this Agreement and in and to the
Mortgage Loans and the Split-Loans and the proceeds thereof, other than any rights the Master
Servicer or Special Servicer may have hereunder as a Certificateholder and any rights or
obligations that accrued prior to the date of such termination (including the right to receive
all amounts accrued or owing to it under this Agreement, plus interest at the Advance Rate on such
amounts until received to the extent such amounts bear interest as provided in this Agreement, with
respect to periods prior to the date of such termination and the right to the benefits of



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Section 6.03 and subsection (b) above notwithstanding any such termination). On or after
the receipt by the Terminated Party of such written notice, all of its authority and power under
this Agreement, whether with respect to the Certificates (except that the Terminated Party shall
retain its rights as a Certificateholder if and to the extent that it is a Certificateholder) or
the Mortgage Loans and the Split-Loans or otherwise, shall pass to and be vested in the Trustee
pursuant to and under this Section and, without limitation, the Trustee is hereby authorized and
empowered to execute and deliver, on behalf of and at the expense of the Terminated Party, as
attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish
all other acts or things necessary or appropriate to effect the purposes of such notice of
termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans
and the Split-Loans and related documents, or otherwise. The Master Servicer and the Special
Servicer each agrees that, if it is terminated pursuant to this Section 7.01, to promptly
(and in any event no later than ten (10) Business Days subsequent to such notice) provide, at its
own expense, the Trustee (or the successor Master Servicer selected by the Trustee pursuant to
Section 7.01(b) of this Agreement or the successor Master Servicer or Special Servicer, as
applicable, otherwise appointed pursuant to Section 7.02 of this Agreement) with all
documents and records in its possession requested by the Trustee (or the successor Master Servicer
selected by the Trustee pursuant to Section 7.01(b) of this Agreement or the successor
Master Servicer or Special Servicer, as applicable, otherwise appointed pursuant to Section
7.02 of this Agreement) to enable the Trustee or other successor to its responsibilities
hereunder to assume its functions hereunder, and to cooperate with the Trustee and the successor to
its responsibilities hereunder in effecting the termination of its responsibilities and rights
hereunder, including, without limitation, the transfer to the successor Master Servicer or
successor Special Servicer or the Trustee, as applicable, for administration by it of all cash
amounts which shall at the time be or should have been credited by the Master Servicer or the
Special Servicer to the Collection Account, the related Split-Loan Custodial Account, any REO
Account or Lock-Box Account shall thereafter be received with respect to the Mortgage Loans and the
Split-Loans, and shall promptly provide the Trustee or such successor Master Servicer or Special
Servicer (which may include the Trustee), as applicable, all documents and records reasonably
requested by it, such documents and records to be provided in such form as the Trustee or such
successor Master Servicer or Special Servicer shall reasonably request (including electronic form),
to enable it to assume the Master Servicer’s or Special Servicer’s function hereunder. All
reasonable costs and expenses of the Trustee, the Certificate Administrator or the successor Master
Servicer or successor Special Servicer incurred in connection with transferring the Mortgage Files
to the successor Master Servicer or Special Servicer and amending this Agreement to reflect such
succession as successor Master Servicer or successor Special Servicer pursuant to this Section
7.01 shall be paid by the predecessor Master Servicer or the Special Servicer, as applicable,
upon presentation of reasonable documentation of such costs and expenses. If the predecessor
Master Servicer or Special Servicer (as the case may be) has not reimbursed the Trustee, the
Certificate Administrator or the successor Master Servicer or Special Servicer for such expenses
within 90 days after the presentation of reasonable documentation, such expense shall be reimbursed
by the
Trust Fund; provided that the Terminated Party shall not thereby be relieved of its
liability for such expenses.




          (d) If the Trustee, the Certificate Administrator or the Master Servicer has received notice
from a Rating Agency that the Master Servicer no longer is an approved master



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servicer then such
party shall promptly notify the other parties to this Agreement, and the Certificate Administrator
shall notify each Companion Loan Holder of the same.




          Section 7.02 Trustee to Act; Appointment of Successor. On and after the time the
Master Servicer or the Special Servicer receives a notice of termination pursuant to Section
7.01, the Trustee shall be its successor in all respects in its capacity as Master Servicer or
Special Servicer under this Agreement and the transactions set forth or provided for herein and,
except as provided herein, shall be subject to all the responsibilities, duties, limitations on
liability and liabilities relating thereto and arising thereafter placed on the Master Servicer or
Special Servicer by the terms and provisions hereof; provided, however, that (i)
the Trustee shall have no responsibilities, duties, liabilities or obligations with respect to any
act or omission of the Master Servicer or Special Servicer and (ii) any failure to perform, or
delay in performing, such duties or responsibilities caused by the Terminated Party’s failure to
provide, or delay in providing, records, tapes, disks, information or moneys shall not be
considered a default by such successor hereunder. The Trustee, as successor Master Servicer or
successor Special Servicer, shall be indemnified to the full extent provided the Master Servicer or
Special Servicer, as applicable, under this Agreement prior to the Master Servicer’s or the Special
Servicer’s termination. The appointment of a successor Master Servicer or successor Special
Servicer shall not affect any liability of the predecessor Master Servicer or Special Servicer
which may have arisen prior to its termination as Master Servicer or Special Servicer. The Trustee
shall not be liable for any of the representations and warranties of the Master Servicer or Special
Servicer herein or in any related document or agreement, for any acts or omissions of the
predecessor Master Servicer or predecessor Special Servicer or for any losses incurred in respect
of any Permitted Investment by the Master Servicer pursuant to Section 3.07 of this
Agreement nor shall the Trustee be required to purchase any Mortgage Loan or any Split-Loan
hereunder. As compensation therefor, the Trustee as successor Master Servicer or successor Special
Servicer shall be entitled to the Servicing Fee or Special Servicing Compensation, as applicable,
and all funds relating to the Mortgage Loans that accrue after the date of the Trustee’s succession
to which the Master Servicer or Special Servicer would have been entitled if the Master Servicer or
Special Servicer, as applicable, had continued to act hereunder. If any Advances made by the
Master Servicer and the Trustee shall at any time be outstanding, or any amounts of interest
thereon shall be accrued and unpaid, all amounts available to repay Advances and interest hereunder
shall be applied entirely to the Advances made by the Trustee (and the accrued and unpaid interest
thereon), until such Advances and interest shall have been repaid in full. Notwithstanding the
above, the Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act, or
if the Holders of Certificates entitled to at least 25% of the aggregate Voting Rights so request
in writing to the Trustee, or if the Rating Agencies do not provide No Downgrade Confirmations with
respect to the Trustee so acting, promptly appoint, or petition a court of competent jurisdiction
to appoint, any established mortgage loan servicing institution for which a No Downgrade
Confirmation from each Rating Agency has been obtained (at the expense of the terminated Master
Servicer or Special Servicer, as applicable, or, if the expense is not so recovered, at the expense
of the Trust Fund), as the successor to the Master Servicer or Special Servicer, as applicable,
hereunder in the
assumption of all or any part of the responsibilities, duties or liabilities of the Master
Servicer or Special Servicer hereunder; provided that, during a Subordinate Control Period
the Controlling Class Representative shall have the right to approve any such successor Special
Servicer. No appointment of a successor to the Master Servicer or Special Servicer hereunder shall
be effective until the assumption by such successor of all the Master Servicer’s or Special
Servicer’s



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responsibilities, duties and liabilities hereunder. Pending appointment of a successor
to the Master Servicer (or the Special Servicer if the Special Servicer is also the Master
Servicer) hereunder, unless the Trustee shall be prohibited by law from so acting, the Trustee
shall act in such capacity as herein above provided. Pending the appointment of a successor to the
Special Servicer, unless the Master Servicer is also the Special Servicer, the Master Servicer
shall act in such capacity. In connection with such appointment and assumption described herein,
the Trustee may make such arrangements for the compensation of such successor out of payments on
Mortgage Loans as it and such successor shall agree; provided, however, that no
such compensation shall be in excess of that permitted to the Terminated Party hereunder (and
excluding amounts previously earned by the Master Servicer or Special Servicer, as applicable),
provided, further, that if no successor to the Terminated Party can be obtained to
perform the obligations of such Terminated Party hereunder, additional amounts shall be paid to
such successor and such amounts in excess of that permitted the Terminated Party shall be treated
as Realized Losses. The Depositor, the Trustee, the Master Servicer or Special Servicer and such
successor shall take such action, consistent with this Agreement, as shall be necessary to
effectuate any such succession.




          Section 7.03 Notification to Certificateholders.



          (a) Upon any termination pursuant to Section 7.01 above or appointment of a successor
to the Master Servicer or the Special Servicer, the Certificate Administrator shall give prompt
written notice thereof to Certificateholders at their respective addresses appearing in the
Certificate Register, to each Companion Loan Holder and, subject to Section 11.14 of this
Agreement, to each Rating Agency.



          (b) Within 30 days after the occurrence of any Event of Default or Operating Advisor
Termination Event of which a Responsible Officer of the Certificate Administrator has actual
knowledge, the Certificate Administrator shall transmit by mail to all Holders of Certificates and
any affected Companion Loan Holder (to the extent the Certificate Administrator has received the
notice information for the Companion Loan Holder after request therefor) and, subject to
Section 11.14 of this Agreement, to each Rating Agency notice of such Event of Default or
Operating Advisor Termination Event, unless such Event of Default or Operating Advisor Termination
Event shall have been cured or waived.



          Section 7.04 Other Remedies of Trustee. During the continuance of any Event of
Default, so long as such Event of Default shall not have been remedied, the Trustee, in addition to
the rights specified in Section 7.01, shall have the right, in its own name as trustee of
an express trust, to take all actions now or hereafter existing at law, in equity or by statute to
enforce its rights and remedies and to protect the interests, and enforce the rights and remedies,
of the Certificateholders (including the institution and prosecution of all judicial,
administrative and other proceedings and the filing of proofs of claim and debt in connection
therewith). In such event, the legal fees, expenses and costs of such action and any liability
resulting therefrom
shall be expenses, costs and liabilities of the defaulting Master Servicer or Special
Servicer, as applicable. If the Master Servicer or Special Servicer, as applicable, fails to
remedy, after the presentation of reasonable documentation, the Trustee shall be entitled to be
reimbursed for such expenses, costs and liability from the Collection Account or the related
Split-Loan Custodial Account, as applicable, as provided in Section 3.06 and
3.06(A) of this Agreement; provided that



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the Master Servicer or the Special
Servicer, as applicable, shall not be relieved of such liability for such expenses, costs and
liabilities. Except as otherwise expressly provided in this Agreement, no remedy provided for by
this Agreement shall be exclusive of any other remedy, and each and every remedy shall be
cumulative and in addition to any other remedy and no delay or omission to exercise any right or
remedy shall impair any such right or remedy or shall be deemed to be a waiver of any Event of
Default of the Master Servicer or the Special Servicer.




          Section 7.05 Waiver of Past Events of Default and Operating Advisor Termination Events;
Termination. The Holders of Certificates evidencing not less than 66-2/3% of the aggregate
Voting Rights of the Certificates may, on behalf of all Holders of Certificates, waive any default
by the Master Servicer, Special Servicer or the Operating Advisor in the performance of its
obligations hereunder and its consequences, except (i) a default in making any required deposits
(including, with respect to the Master Servicer, P&I Advances) to or payments from the Collection
Account, the related Split-Loan Custodial Account or the Lower-Tier Distribution Account or in
remitting payments as received, in each case in accordance with this Agreement and (ii) an Event of
Default described in clause (ix) of the definition of “Event of Default” unless the Depositor has
consented to such waiver. Upon any such waiver of a past default, such default shall cease to
exist, and any Event of Default or Operating Advisor Termination Event arising therefrom shall be
deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to
any subsequent or other default or impair any right consequent thereon. Any costs and expenses
incurred by the Certificate Administrator in connection with such default and prior to such waiver
shall be reimbursed by the Master Servicer, the Special Servicer or the Operating Advisor, as
applicable, promptly upon demand therefor and if not reimbursed to the Certificate Administrator
within 90 days of such demand, from the Trust Fund; provided that the Trust Fund shall be
reimbursed by the Master Servicer, the Special Servicer or the Operating Advisor, as applicable, to
the extent such amounts are reimbursed to the Certificate Administrator from the Trust Fund.
Notwithstanding the foregoing, an Event of Default under any of clauses (i) and (ii) of Section
7.01(a) may be waived only by all of the Certificateholders of the affected Classes, together
with the Companion Loan Holder, if any, that is affected by such Event of Default.



          The foregoing paragraph notwithstanding, if an Event of Default by the Master Servicer is
waived in connection with a Split-Loan, the related Companion Loan Holder shall, to the extent set
forth in the related Intercreditor Agreement, be entitled to require that the Master Servicer
appoint a Sub-Servicer to service such Split-Loan if such Sub-Servicer meets the requirements that
a successor master servicer would be required to satisfy to be a successor master servicer under
this Agreement; provided, that such Companion Loan Holder shall obtain a No Downgrade
Confirmation from each Rating Agency with respect to any such Sub-Servicer appointment.



          Section 7.06 Termination of the Operating Advisor.



          (a) An “Operating Advisor Termination Event” means any one of the following events
whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any
judgment, decree or order of any court or any order, rule or regulation of any administrative or
governmental body:



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     (i) any failure by the Operating Advisor to observe or perform in any material respect
any of its covenants or agreements or the material breach of its representations or
warranties under this Agreement, which failure shall continue unremedied for a period of 30
days after the date on which written notice of such failure shall have been given to the
Operating Advisor by the Trustee or the Certificate Administrator or to the Operating
Advisor and the Certificate Administrator by the Holders of Certificates having greater than
25% of the aggregate Voting Rights of all then outstanding Certificates; provided,
however, that with respect to any such failure which is not curable within such
30-day period, the Operating Advisor shall have an additional cure period of thirty (30)
days to effect such cure so long as it has commenced to cure such failure with the initial
30-day period and has provided the Trustee and the Certificate Administrator with an
Officer’s Certificate certifying that it has diligently pursued, and is continuing to
pursue, such cure;




     (ii) any failure by the Operating Advisor to perform in accordance with the Operating
Advisor Standard which failure shall continue unremedied for a period of 30 days;




     (iii) any failure by the Operating Advisor to be an Eligible Operating Advisor, which
failure shall continue unremedied for a period of 30 days;




     (iv) a decree or order of a court or agency or supervisory authority having
jurisdiction in the premises in an involuntary case under any present or future federal or
state bankruptcy, insolvency or similar law for the appointment of a conservator or receiver
or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities
or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been
entered against the Operating Advisor, and such decree or order shall have remained in force
undischarged or unstayed for a period of 60 days;




     (v) the Operating Advisor shall consent to the appointment of a conservator or receiver
or liquidator or liquidation committee in any insolvency, readjustment of debt, marshaling
of assets and liabilities, voluntary liquidation, or similar proceedings of or relating to
the Operating Advisor or of or relating to all or substantially all of its property; or




     (vi) the Operating Advisor shall admit in writing its inability to pay its debts
generally as they become due, file a petition to take advantage of any applicable insolvency
or reorganization statute, make an assignment for the benefit of its creditors, or
voluntarily suspend payment of its obligations.



          Upon receipt by the Certificate Administrator of notice of the occurrence of any Operating
Advisor Termination Event, the Certificate Administrator shall promptly provide written notice to
all Certificateholders by posting such notice on the Certificate Administrator’s
Website and by mail, unless the Certificate Administrator has received notice that it has been
remedied. If an Operating Advisor Termination Event shall occur then, and in each and every such
case, so long as such Operating Advisor Termination Event shall not have been remedied, either (i)
the Trustee may or (ii) upon the written direction of holders of Certificates evidencing not less
than 25% of the Voting Rights of each Class of Non-Reduced Certificates, the Trustee



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shall,
terminate all of the rights and obligations of the Operating Advisor under this Agreement, other
than any rights or obligations that accrued prior to the date of such termination (including the
right to receive all amounts accrued and owing to it under this Agreement and to indemnification),
by notice in writing to the Operating Advisor. Notwithstanding anything herein to the contrary,
the Depositor shall have the right, but not the obligation, to notify the Certificate Administrator
and the Trustee of any Operating Advisor Termination Event of which the Depositor becomes aware.




          (b) Upon (i) the written direction of holders of Certificates evidencing not less than 15% of
the Voting Rights of the Non-Reduced Certificates requesting a vote to terminate and replace the
Operating Advisor with a proposed successor Operating Advisor that is an Eligible Operating Advisor
and (ii) payment by such Holders to the Certificate Administrator and the Operating Advisor, as
applicable, of the reasonable fees and expenses to be incurred by the Certificate Administrator and
the Operating Advisor, as applicable, in connection with administering such vote, the Certificate
Administrator shall promptly provide written notice thereof to all Certificateholders by (i)
posting such notice on the Certificate Administrator’s Website and including in the next
Distribution Date Statement a statement that such request was received, and (ii) by mail at their
addresses appearing in the Certificate Register. Upon the written direction of holders of
Certificates evidencing more than 50% of the Voting Rights of the Non-Reduced Certificates that
exercise their right to vote, (provided that Holders of at least 50% of the Voting Rights of the
Non-Reduced Certificates exercise their right to vote and provided that the Operating Advisor is
paid all amounts accrued and payable to it (or with respect to any Operating Advisor Consulting
Fees, any such amounts paid by the related Mortgagor or agreed to be paid by the related Mortgagor
(as of the date of termination) to the extent eventually collected)), the Trustee shall terminate
all of the rights and obligations of the Operating Advisor under this Agreement by notice in
writing to the Operating Advisor (other than any rights or obligations that accrued prior to the
date of such termination, including the right to receive all amounts accrued and owing to it under
this Agreement and to indemnification), and the proposed successor Operating Advisor will be
appointed; provided that if that written direction is not provided within 180 days of the
initial request for a vote to terminate and replace the Operating Advisor, then that written
direction will have no force and effect. The provisions set forth in the foregoing sentences of
this Section 7.06(b) shall be binding upon and inure to the benefit of solely the
Certificateholders and the Trustee as between each other. The Operating Advisor shall not have any
cause of action based upon or arising from any breach or alleged breach of such provisions. As
between the Operating Advisor, on the one hand, and the Certificateholders, on the other, the
Certificateholders shall be entitled in their sole discretion to vote for the termination or not
vote for the termination of the Operating Advisor.



          (c) On or after the receipt by the Operating Advisor of such written notice of termination,
subject to the foregoing, all of its authority and power under this Agreement shall be terminated
and, without limitation, the terminated Operating Advisor shall execute any and all documents and
other instruments, and do or accomplish all other acts or things necessary or
appropriate to effect the purposes of such notice of termination. As soon as practicable, but
in no event later than 15 Business Days after (1) the Operating Advisor resigns pursuant to
Section 6.04 of this Agreement or (2) the Trustee delivers such written notice of
termination to the Operating Advisor, the Trustee shall appoint a successor Operating Advisor that
is an Eligible Operating Advisor, which successor Operating Advisor may be an Affiliate of the
Trustee and



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shall be the proposed Operating Advisor in the case of a termination pursuant to
Section 7.06(b)of this Agreement; provided, however, that if the Trustee
is the successor Master Servicer or successor Special Servicer, neither the Trustee nor any of its
Affiliates shall be the successor Operating Advisor. The Trustee shall provide written notice of
the appointment of a successor Operating Advisor to the Special Servicer and the Operating Advisor
within one (1) Business Day of such appointment. Except as contemplated by Section 7.06(b)
of this Agreement, the appointment of the Operating Advisor shall not be subject to the vote,
consent or approval of the holder of any Class of Certificates. The Operating Advisor shall not at
any time be the Depositor, the Master Servicer, the Special Servicer, a Mortgage Loan Seller or an
Affiliate of any of them. If any of such entities becomes the Operating Advisor, including by
means of an Affiliation arising after the date hereof, the Operating Advisor shall immediately
resign or cause an assignment under Section 6.04 of this Agreement and the Trustee shall
appoint a successor Operating Advisor subject to and in accordance with this Section
7.06(c), which successor Operating Advisor may be an Affiliate of the Trustee.




          (d) Upon any termination of the Operating Advisor and appointment of a successor to the
Operating Advisor, the Trustee shall, as soon as possible, give written notice thereof to the
Special Servicer, the Master Servicer, the Certificate Administrator, the Depositor, the
Certificateholders and, during a Subordinate Control Period or a Collective Consultation Period,
the Controlling Class Representative and, subject to Section 11.14 of this Agreement, each
Rating Agency. If the Operating Advisor is terminated, all of its rights and obligations under
this Agreement shall terminate, other than any rights or obligations that accrued prior to the date
of such termination (including the right to receive all amounts accrued and owing to it under this
Agreement and to indemnification).



ARTICLE VIII




CONCERNING THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR



          Section 8.01 Duties of the Trustee and the Certificate Administrator.



          (a) Each of the Trustee and the Certificate Administrator, prior to the occurrence of an Event
of Default of which a Responsible Officer of the Trustee or the Certificate Administrator, as
applicable, has actual knowledge and after the curing or waiver of all Events of Default which may
have occurred, undertakes to perform such duties and only such duties as are specifically set forth
in this Agreement and no permissive right of the Trustee or the Certificate Administrator, as
applicable, shall be construed as a duty. During the continuance of an Event of Default of which a
Responsible Officer of the Trustee has actual knowledge, the Trustee, subject to the provisions of
Section 7.02 and Section 7.04 of this Agreement, shall exercise such of the rights
and powers vested in it by this Agreement, and use the same degree of care and skill in its
exercise, as a prudent person would exercise or use under the circumstances in the conduct of such
person’s own affairs.



          (b) Each of the Trustee and the Certificate Administrator, upon receipt of any resolutions,
certificates, statements, opinions, reports, documents, orders or other instruments furnished to
the Trustee or the Certificate Administrator, as applicable, which are specifically required to be
furnished pursuant to any provision of this Agreement, shall examine them to



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determine whether they
conform on their face to the requirements of this Agreement to the extent specifically set forth
herein; provided, however, that neither the Trustee nor the Certificate
Administrator shall be responsible for the accuracy or content of any such resolution, certificate,
statement, opinion, report, document, order or other instrument provided to it hereunder if
accepted in good faith. If any such instrument is found not to conform on its face to the
requirements of this Agreement in a material manner, the Trustee or the Certificate Administrator,
as applicable, shall request a corrected instrument, and if the instrument is not corrected to the
Trustee’s or the Certificate Administrator’s, as applicable, reasonable satisfaction, the Trustee
or the Certificate Administrator, as applicable, will provide notice thereof to the
Certificateholders.




          (c) Neither the Trustee, the Certificate Administrator nor any of their respective officers,
directors, employees, agents or “control” persons within the meaning of the Act shall have any
liability arising out of or in connection with this Agreement, provided that, subject to
Section 8.02 of this Agreement, no provision of this Agreement shall be construed to
relieve the Trustee or the Certificate Administrator, as applicable, or any such person, from
liability for its own negligent action, its own negligent failure to act or its own willful
misconduct or its own bad faith; and provided, further, that:



     (i) Prior to the occurrence of an Event of Default or Operating Advisor Termination
Event of which a Responsible Officer of the Trustee has actual knowledge, and after the
curing or waiver of all such Events of Default or Operating Advisor Termination Events, as
applicable, which may have occurred, the duties and obligations of the Trustee and at all
times with respect to the Certificate Administrator, the duties and obligations of the
Certificate Administrator shall be determined solely by the express provisions of this
Agreement, neither the Trustee nor the Certificate Administrator shall be liable except for
the performance of such duties and obligations as are specifically set forth in this
Agreement, no implied covenants or obligations shall be read into this Agreement against the
Trustee or the Certificate Administrator and, in the absence of bad faith on the part of the
Trustee or the Certificate Administrator, the Trustee or the Certificate Administrator, as
applicable, may conclusively rely, as to the truth of the statements and the correctness of
the opinions expressed therein, upon any resolutions, certificates, statements, reports,
opinions, documents, orders or other instruments furnished to the Trustee or the Certificate
Administrator, as applicable, that conform on their face to the requirements of this
Agreement without responsibility for investigating the contents thereof;



     (ii) Neither the Trustee nor the Certificate Administrator shall be personally liable
for an error of judgment made in good faith by a Responsible Officer or Responsible
Officers, unless it shall be proved that the Trustee or the Certificate Administrator, as
applicable, was negligent in ascertaining the pertinent facts;



     (iii) Neither the Trustee nor the Certificate Administrator shall be personally liable
with respect to any action taken, suffered or omitted to be taken by it in good faith in
accordance with the direction of Holders of Certificates entitled to greater than 50% of the
Percentage Interests (or such other percentage as is specified herein) of each affected
Class, or of the aggregate Voting Rights of the Certificates, or of any Companion Loan



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Holder, relating to the time, method and place of conducting any proceeding for any remedy
available to the Trustee or the Certificate Administrator, as applicable, or exercising any
trust or power conferred upon the Trustee or the Certificate Administrator, as applicable,
under this Agreement;



     (iv) Neither the Trustee, the Certificate Administrator nor any of their respective
directors, officers, employees, agents or control persons shall be responsible for any act
or omission of any Custodian, Paying Agent or Certificate Registrar that is not an Affiliate
of the Trustee or the Certificate Administrator, as applicable, and that is selected other
than by the Trustee or the Certificate Administrator, as applicable, performed or omitted in
compliance with any custodial or other agreement, or any act or omission of the Master
Servicer, Special Servicer, the Depositor, the Operating Advisor or any other third Person,
including, without limitation, in connection with actions taken pursuant to this Agreement;



     (v) Neither the Trustee nor the Certificate Administrator shall be under any obligation
to appear in, prosecute or defend any legal action which is not incidental to its respective
duties as Trustee or Certificate Administrator, as applicable, in accordance with this
Agreement (and, if it does, all reasonable legal expenses and costs of such action shall be
expenses and costs of the Trust Fund) and in its opinion does not expose it to any expense
or liability for which reimbursement is not reasonably assured, and the Trustee or the
Certificate Administrator, as applicable, shall be entitled to be reimbursed therefor from
the Collection Account, unless such legal action arises (i) as a result of any willful
misconduct, bad faith, fraud or negligence in the performance of duties of the Trustee or
the Certificate Administrator, as the case may be, or by reason of negligent disregard of
the Trustee’s or the Certificate Administrator’s, as the case may be, obligations or duties
hereunder, or (ii) as a result of the breach by the Trustee or the Certificate
Administrator, as the case may be, of any of its representations or warranties contained
herein; provided, however, that the Trustee or the Certificate Administrator
may in its discretion undertake any such action related to its obligations hereunder which
it may deem necessary or desirable with respect to this Agreement and the rights and duties
of the parties hereto and the interests of the Certificateholders hereunder; and



     (vi) Neither the Trustee nor the Certificate Administrator shall be charged with
knowledge of any act, failure to act or breach of any Person upon the occurrence of which
the Trustee or the Certificate Administrator, as applicable, may be required to act, unless
a Responsible Officer of the Trustee or the Certificate Administrator, as applicable,
obtains actual knowledge of such failure. Each of the Trustee and the Certificate
Administrator shall be deemed to have actual knowledge of the Master Servicer’s or the
Special Servicer’s failure to provide scheduled reports, certificates and statements when
and as required to be delivered to the Trustee or the Certificate Administrator, as
applicable, pursuant to this Agreement.



          None of the provisions contained in this Agreement shall require the Trustee or the
Certificate Administrator, in its capacity as Trustee or the Certificate Administrator, as
applicable, to expend or risk its own funds, or otherwise incur financial liability in the
performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if
in



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the opinion of the Trustee or the Certificate Administrator, as applicable, the repayment of
such funds or adequate indemnity against such risk or liability is not reasonably assured to it,
and none of the provisions contained in this Agreement shall in any event require the Trustee or
the Certificate Administrator, as applicable, to perform, or, with respect to the Trustee, be
responsible for the manner of performance of, any of the obligations of the Master Servicer, the
Special Servicer or the Operating Advisor under this Agreement, except, with respect to the
Trustee, during such time, if any, as the Trustee shall be the successor to, and be vested with the
rights, duties, powers and privileges of, the Master Servicer, the Special Servicer or Operating
Advisor in accordance with the terms of this Agreement. Neither the Trustee nor the Certificate
Administrator shall be required to post any surety or bond of any kind in connection with its
performance of its obligations under this Agreement and neither the Trustee nor the Certificate
Administrator shall be liable for any loss on any investment of funds pursuant to this Agreement
(other than any funds invested with it in its commercial capacity or at its direction).




          (d) Based on information of which a Responsible Officer of the Certificate Administrator has
actual knowledge, the Certificate Administrator shall provide written notice to the Operating
Advisor and the Controlling Class Representative of (i) the start of any Collective Consultation
Period or Senior Consultation Period and (ii) the end of any Collective Consultation Period or
Senior Consultation Period. The Operating Advisor may at any time request from the Certificate
Administrator written confirmation of whether a Collective Consultation Period or Senior
Consultation Period existed during the previous calendar year and the Certificate Administrator
shall deliver such confirmation to the Operating Advisor within 15 days of such request.



          Section 8.02 Certain Matters Affecting the Trustee and the Certificate Administrator.



          (a) Except as otherwise provided in Section 8.01 of this Agreement:




     (i) Each of the Trustee and the Certificate Administrator may request and/or rely upon
and shall be protected in acting or refraining from acting upon any resolution, Officer’s
Certificate, certificate of auditors or any other certificate, statement, instrument,
opinion, report, notice, request, consent, order, appraisal, bond or other paper or document
reasonably believed by it to be genuine and to have been signed or presented by the proper
party or parties and neither the Trustee nor the Certificate Administrator shall have any
responsibility to ascertain or confirm the genuineness of any such party or parties;




     (ii) Each of the Trustee and the Certificate Administrator may consult with counsel and
any Opinion of Counsel shall be full and complete authorization and protection in respect of
any action taken or suffered or omitted by it hereunder in good faith and in accordance with
such Opinion of Counsel;




     (iii) (A) Neither the Trustee nor the Certificate Administrator shall be under any
obligation to institute, conduct or defend any litigation hereunder or in relation hereto at
the request, order or direction of any of the Certificateholders, pursuant to the provisions
of this Agreement, unless such Certificateholders shall have offered to the



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Trustee or the
Certificate Administrator, as applicable, reasonable security or indemnity against the
costs, expenses and liabilities which may be incurred therein or thereby;




     (B) the right of the Trustee or the Certificate Administrator, as applicable,
to perform any discretionary act enumerated in this Agreement shall not be construed
as a duty, and neither the Trustee nor the Certificate Administrator shall be
answerable for other than its negligence or willful misconduct in the performance of
any such act; and




     (C) provided that subject to the foregoing clause (A), nothing
contained herein shall relieve the Trustee of the obligations, upon the occurrence
of an Event of Default (which has not been cured or waived) of which a Responsible
Officer of the Trustee has actual knowledge, to exercise such of the rights and
powers vested in it by this Agreement, and to use the same degree of care and skill
in their exercise, as a prudent person would exercise or use under the circumstances
in the conduct of such person’s own affairs;



     (iv) Neither the Trustee, the Certificate Administrator nor any of their respective
directors, officers, employees, Affiliates, agents or “control” persons within the meaning
of the Act shall be personally liable for any action taken, suffered or omitted by it in
good faith and reasonably believed by the Trustee or the Certificate Administrator, as
applicable, to be authorized or within the discretion or rights or powers conferred upon it
by this Agreement;



     (v) Neither the Trustee nor the Certificate Administrator shall be bound to make any
investigation into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, approval, bond or other paper
or document, unless requested in writing to do so by Holders of Certificates entitled to at
least 25% (or such other percentage as is specified herein) of the Percentage Interests of
any affected Class; provided, however, that if the payment within a
reasonable time to the Trustee or the Certificate Administrator, as applicable, of the
costs, expenses or liabilities likely to be incurred by it in the making of such
investigation is, in the opinion of the Trustee or the Certificate Administrator, as
applicable, not reasonably assured to the Trustee or the Certificate Administrator, as
applicable, by the security afforded to it by the terms of this Agreement, the Trustee or
the Certificate Administrator, as applicable, may require reasonable indemnity against such
expense or liability as a condition to taking any such action. The reasonable expense of
every such investigation shall be paid by the Master Servicer, the Special Servicer or the
Operating Advisor, as applicable, if an Event of Default or Operating Advisor Termination
Event shall have occurred and be continuing relating to the Master Servicer, the Special
Servicer or the Operating Advisor, respectively and if such investigation results from such
Event of Default or Operating Advisor Termination Event, and otherwise by the
Certificateholders requesting the investigation;



     (vi) Each of the Trustee and the Certificate Administrator may execute any of the
trusts or powers hereunder or perform any duties hereunder either directly or by or through
agents or attorneys but shall not be relieved of its obligations hereunder; and



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     (vii) For purposes of this Agreement, the Trustee or the Certificate Administrator, as
applicable, shall have notice of an event only when a Responsible Officer of the Trustee or
the Certificate Administrator, as applicable, has received notice of such event.



          (b) Following the Startup Day, neither the Trustee nor the Certificate Administrator shall,
except as expressly required by any provision of this Agreement, accept any contribution of assets
to the Trust Fund unless the Trustee or the Certificate Administrator, as applicable, shall have
received an Opinion of Counsel (the costs of obtaining such opinion to be borne by the Person
requesting such contribution) to the effect that the inclusion of such assets in the Trust Fund
will not cause any Trust REMIC to fail to qualify as a REMIC at any time that any Certificates are
outstanding or subject any Trust REMIC to any tax under the REMIC Provisions or other applicable
provisions of federal, state and local law or ordinances or cause the Grantor Trust to fail to
qualify as a grantor trust under subpart E, part I of subchapter J of the Code.



          (c) All rights of action under this Agreement or under any of the Certificates, enforceable by
the Trustee or the Certificate Administrator, as applicable, may be enforced by it without the
possession of any of the Certificates, or the production thereof at the trial or other proceeding
relating thereto, and any such suit, action or proceeding instituted by the Trustee shall be
brought in its name for the benefit of all the Holders of such Certificates, subject to the
provisions of this Agreement.



          (d) The rights, protections and immunities afforded to the Trustee and Certificate
Administrator under this Article VIII shall also be afforded to the Certificate Registrar,
Paying Agent, the 17g-5 Information Provider and Authenticating Agent.



          (e) The Trustee, the Certificate Administrator and their respective Affiliates are permitted
to receive additional compensation that could be deemed to be in their economic self-interest for
(i) serving as investment advisor, administrator, shareholder, servicing agent, custodian or
sub-custodian with respect to certain Permitted Investments, (ii) using affiliates to effect
transactions in certain Permitted Investments and (iii) effecting transactions in certain Permitted
Investments. Such compensation shall not be an amount that is reimbursable or payable by the Trust
Fund or any other party pursuant to this Agreement.



          (f) Notwithstanding anything to the contrary herein, any and all communications (both text and
attachments) by or from the Trustee or the Certificate Administrator, in any of its capacities,
that the Trustee or the Certificate Administrator in its sole discretion deems to contain
confidential, proprietary, and/or sensitive information and sent by electronic mail will be
encrypted. The recipient of the e-mail communication will be required to complete a one-time
registration process. Information and assistance on registering and using the e-mail encryption
technology can be found at the Certificate Administrator’s secure website
www.citigroup.com/citigroup/citizen/privacy/email.htm or by calling (866) 535-2504 (in the
U.S.) or (904) 954-6181 at any time.



          (g) Neither the Trustee nor the Certificate Administrator shall have any duty to conduct any
affirmative investigation as to the occurrence of any condition requiring the



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repurchase of any
Mortgage Loan by the Depositor pursuant to this Agreement or the eligibility of any Mortgage Loan
for purposes of this Agreement.




          Section 8.03 Neither the Trustee Nor the Certificate Administrator Is Liable for
Certificates or Mortgage Loans. The recitals contained herein and in the Certificates shall
not be taken as the statements of the Trustee, the Certificate Administrator, the Master Servicer,
the Special Servicer or the Operating Advisor, and the Trustee, the Certificate Administrator, the
Master Servicer, the Special Servicer and the Operating Advisor assume no responsibility for their
correctness. The Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer
and the Operating Advisor make no representations or warranties as to the validity or sufficiency
of this Agreement, of the Certificates or any prospectus or private placement memorandum used to
offer the Certificates for sale or the validity, enforceability or sufficiency of any Mortgage Loan
or related document. Neither the Trustee nor the Certificate Administrator shall at any time have
any responsibility or liability for or with respect to the legality, validity and enforceability of
any Mortgage, any Mortgage Loan, or the perfection and priority of any Mortgage or the maintenance
of any such perfection and priority, or for or with respect to the sufficiency of the Trust Fund or
its ability to generate the payments to be distributed to Certificateholders under this Agreement.
Without limiting the foregoing, neither the Trustee nor the Certificate Administrator shall be
liable or responsible for: the existence, condition and ownership of any Mortgaged Property; the
existence of any hazard or other insurance thereon (other than if the Trustee shall assume the
duties of the Master Servicer or the Special Servicer pursuant to the provisions set forth in
Section 7.02 of this Agreement, in the Trustee’s capacity as Master Servicer or Special
Servicer) or the enforceability thereof; the existence of any Mortgage Loan or the contents of the
related Mortgage File on any computer or other record thereof (other than if the Trustee shall
assume the duties of the Master Servicer or the Special Servicer pursuant to the provisions set
forth in Section 7.02 of this Agreement, in the Trustee’s capacity as Master Servicer or
Special Servicer); the validity of the assignment of any Mortgage Loan to the Trust Fund or of any
intervening assignment; the completeness of any Mortgage File (except for the Certificate
Administrator’s review thereof pursuant to Section 2.02); the enforcement of any Mortgage
Loan (other than if the Trustee shall assume the duties of the Master Servicer or the Special
Servicer pursuant to the provisions set forth in Section 7.02 of this Agreement, in the
Trustee’s capacity as Master Servicer or Special Servicer); the compliance by the Depositor, the
Master Servicer, the Special Servicer or the Operating Advisor with any warranty or representation
made under this Agreement or in any related document or the accuracy of any such warranty or
representation prior to the Trustee’s receipt of notice or other discovery of any non-compliance
therewith or any breach thereof; any investment of moneys by or at the direction of the Master
Servicer or any loss resulting therefrom (other than if the Trustee shall assume the duties of the
Master Servicer or the Special Servicer pursuant to the provisions set forth in Section
7.02 of this Agreement, in the Trustee’s capacity as Master Servicer or Special Servicer), it
being understood that the Trustee shall remain responsible for any Trust Fund property that it may
hold in its individual capacity; the acts or omissions of any of the Depositor, the Master
Servicer, the Special Servicer or the Operating Advisor (other than
with respect to the Master Servicer or Special Servicer, as applicable, if the Trustee shall
assume the duties of the Master Servicer or the Special Servicer pursuant to the provisions set
forth in Section 7.02 of this Agreement, in the Trustee’s capacity as Master Servicer or
Special Servicer) or any sub-servicer or any Mortgagor; any action of the Master Servicer, the
Special Servicer or the Operating Advisor (other than if the Trustee shall assume the duties of the
Master



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Servicer or the Special Servicer pursuant to the provisions set forth in Section
7.02 of this Agreement, in the Trustee’s capacity as Master Servicer or Special Servicer) or
any sub-servicer taken in the name of the Trustee except to the extent such action is taken at the
express written direction of the Trustee; the failure of the Master Servicer or the Special
Servicer or any sub-servicer to act or perform any duties required of it on behalf of the Trust
Fund or the Trustee as applicable hereunder; or any action by or omission of the Trustee taken at
the instruction of the Master Servicer or the Special Servicer (other than if the Trustee shall
assume the duties of the Master Servicer or the Special Servicer pursuant to the provisions set
forth in Section 7.02 of this Agreement, in the Trustee’s capacity as Master Servicer or
Special Servicer) unless the taking of such action is not permitted by the express terms of this
Agreement; provided, however, that the foregoing shall not relieve the Trustee or
the Certificate Administrator, as applicable, of its obligation to perform its duties as
specifically set forth in this Agreement. Neither the Trustee nor the Certificate Administrator
shall be accountable for the use or application by the Depositor, the Master Servicer, the Special
Servicer or the Operating Advisor of any of the Certificates or of the proceeds of such
Certificates, or for the use or application of any funds paid to the Depositor, the Master Servicer
or the Special Servicer in respect of the assignment of the Mortgage Loans or deposited in or
withdrawn from the Collection Account, the Lower-Tier Distribution Account, the Upper-Tier
Distribution Account, the Lock-Box Account, the Escrow Accounts, the Interest Reserve Account, the
Excess Liquidation Proceeds Reserve Account, the Excess Interest Distribution Account or any other
account maintained by or on behalf of the Master Servicer or the Special Servicer, other than any
funds held by the Trustee or the Certificate Administrator, as applicable. Neither the Trustee nor
the Certificate Administrator shall have responsibility for filing any financing or continuation
statement in any public office at any time or to otherwise perfect or maintain the perfection of
any security interest or lien granted to it hereunder (unless in the case of the Trustee, the
Trustee shall have become the successor Master Servicer) or to record this Agreement. In making
any calculation hereunder which includes as a component thereof the payment or distribution of
interest for a stated period at a stated rate “to the extent permitted by applicable law,” the
Trustee or the Certificate Administrator, as applicable, shall assume that such payment is so
permitted unless a Responsible Officer of the Trustee or the Certificate Administrator, as
applicable, has actual knowledge, or receives an Opinion of Counsel (at the expense of the Person
asserting the impermissibility) to the effect that such payment is not permitted by applicable law.




          Section 8.04 Trustee and Certificate Administrator May Own Certificates. The Trustee,
the Certificate Administrator and any agent of the Trustee or the Certificate Administrator, each,
in its individual capacity or any other capacity, may become the owner or pledgee of Certificates,
and may deal with the Depositor and the Master Servicer in banking transactions, with the same
rights it would have if it were not Trustee, the Certificate Administrator or such agent, as the
case may be.



          Section 8.05 Payment of Trustee Fees, Certificate Administrator Fees and Expenses;
Indemnification.



          (a) As compensation for the performance of its duties hereunder, the Trustee and the
Certificate Administrator shall be paid the Certificate Administrator Fee (including that portion
of the Certificate Administrator Fee that represents the Trustee Fee, which is payable to the
Trustee), which shall cover recurring and otherwise reasonably anticipated expenses of the




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Trustee and the Certificate Administrator. The Certificate Administrator Fee (including that portion of the Certificate
Administrator Fee that represents the Trustee Fee) shall be paid monthly on a Mortgage
Loan-by-Mortgage Loan basis. The Certificate Administrator Fee (including that portion of the
Certificate Administrator Fee that represents the Trustee Fee) (which shall not be limited by any
provision of law in regard to the compensation of a trustee of an express trust) shall constitute
the Trustee’s and the Certificate Administrator’s sole form of compensation for all services
rendered by it in the execution of the trusts hereby created and in the exercise and performance of
any of the powers and duties of the Trustee or the Certificate Administrator, as applicable,
hereunder. If the Trustee assumes the servicing responsibilities of the Master Servicer, the
Special Servicer or the Operating Advisor hereunder pursuant to or otherwise arising from the
resignation or removal of the Master Servicer, the Special Servicer or the Operating Advisor, as
applicable, the Trustee shall be entitled to the compensation to which the Master Servicer, the
Special Servicer or the Operating Advisor, as the case may be, would have been entitled.



          (b) Each of the Trustee and the Certificate Administrator shall be paid or reimbursed by the
Trust Fund upon its request for all reasonable expenses, disbursements and, except for Advances
otherwise reimbursable hereunder, advances incurred or made by the Trustee or the Certificate
Administrator, as applicable, pursuant to and in accordance with any of the provisions of this
Agreement (including the reasonable compensation and the expenses and disbursements of its counsel
and of all persons not regularly in its employ) to the extent such payments are “unanticipated
expenses” as described in clause (d) below, except any such expense, disbursement or advance as may
arise from its willful misconduct, bad faith, fraud or negligence; provided,
however, that, subject to the last paragraph of Section 8.01, neither the Trustee
nor the Certificate Administrator shall refuse to perform any of its duties hereunder solely as a
result of the failure to be paid the Trustee Fee or the Trustee’s expenses or the Certificate
Administrator Fee or the Certificate Administrator’s expenses, as applicable.


          The Master Servicer and the Special Servicer covenant and agree to pay or reimburse the Trustee for
the reasonable out-of-pocket expenses incurred or made by the Trustee in connection with any
transfer of the servicing responsibilities of the Master Servicer or the Special Servicer,
respectively, hereunder, pursuant to or otherwise arising from the resignation or removal of the
Master Servicer or the Special Servicer, in accordance with any of the provisions of this Agreement
(and including the reasonable fees and expenses and disbursements of its counsel and all other
persons not regularly in its employ), except any such expense, disbursement or advance as may arise
from the willful misconduct, bad faith, fraud or negligence of the Trustee.


          (c) Each of the Paying Agent, the Certificate Registrar (if not an Affiliate of or, if not the
Trustee or the Certificate Administrator), the Custodian (if not an Affiliate of or, if not the
Trustee or the Certificate Administrator), the Depositor, the Master Servicer, the Special Servicer
and the Operating Advisor (each, an “Indemnifying Party”) shall indemnify the Trustee, the
Certificate Administrator (in each of its capacities) and their respective Affiliates and each of
the directors, officers, employees and agents of the Trustee, the Certificate Administrator and
their respective Affiliates (each, an “Indemnified Party”), and hold each of them harmless against any and all
claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and
related costs, judgments, and any other costs, fees and expenses that the



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Indemnified Party may sustain in connection with this Agreement (including, without limitation, reasonable fees and
disbursements of counsel incurred by the Indemnified Party in any action or proceeding between the
Indemnifying Party and the Indemnified Party or between the Indemnified Party and any third party
or otherwise) resulting from such Indemnifying Party’s respective willful misconduct, bad faith,
fraud and/or negligence in the performance of each of its respective duties hereunder or by reason
of negligent disregard of its respective obligations and duties hereunder. Each of the Trustee and
the Certificate Administrator shall indemnify each of the Master Servicer, the Special Servicer and
the Operating Advisor and their respective Affiliates and each of the directors, officers,
employees and agents of each of the Master Servicer, the Special Servicer and the Operating Advisor
and their respective Affiliates (each, a “Servicer Indemnified Party”), and hold each of
them harmless against any and all claims, losses, damages, penalties, fines, forfeitures,
reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and
expenses that the Servicer Indemnified Party may sustain in
connection with this Agreement
(including, without limitation, reasonable fees and disbursements of counsel incurred by the
Servicer Indemnified Party in any action or proceeding between the Trustee or the Certificate
Administrator, as applicable, and the Servicer Indemnified Party or between the Servicer
Indemnified Party and any third party or otherwise) related to the Trustee’s or the Certificate
Administrator’s respective willful misconduct, bad faith, fraud and/or negligence in the
performance of each of its respective duties hereunder or by reason of negligent disregard of its
respective obligations and duties hereunder. Each of the Paying Agent, the Certificate Registrar
and the Custodian shall indemnify the Depositor, any employee, director or officer of the
Depositor, the Trust Fund and each Companion Loan Holder and hold the Depositor, any employee,
director or officer of the Depositor, the Trust Fund and each Companion Loan Holder harmless
against any loss, liability or reasonable expense (including, without limitation, reasonable
attorneys’ fees and expenses) incurred by such parties (i) as a result of any willful misconduct,
bad faith, fraud or negligence in the performance of duties of the Paying Agent, the Certificate
Registrar or the Custodian, as the case may be, or by reason of negligent disregard of the Paying
Agent’s, the Certificate Registrar’s or the Custodian’s, as the case may be, obligations or duties
hereunder, or (ii) as a result of the breach by the Paying Agent, the Certificate Registrar or the
Custodian, as the case may be, of any of its representations or warranties contained herein.



          (d) The Trust Fund shall indemnify each Indemnified Party from, and hold it harmless against,
any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal
fees and related costs, judgments, and any other costs, fees and expenses that the Indemnified
Party may sustain in connection with this Agreement (including, without limitation, reasonable fees
and disbursements of counsel and of all persons not regularly in its employ incurred by the
Indemnified Party in any action or proceeding between the Trust Fund and the Indemnified Party or
between the Indemnified Party and any third party or otherwise) arising in respect of this
Agreement or the Certificates, in each case to the extent and only to the extent, such payments are
expressly reimbursable under this Agreement, or are unanticipated expenses (as defined below),
other than (i) those resulting from the negligence, fraud, bad faith or willful misconduct, or
negligent disregard of obligations and duties hereunder, of the Indemnified Party and (ii) except
to the extent such amounts are not paid pursuant to Section 8.05, those as to which such
Indemnified Party is entitled to indemnification pursuant to Section 8.05(c). The term
“unanticipated expenses” shall include any fees, expenses and disbursements of the Trustee or the
Certificate Administrator or any separate trustee or co-trustee or certificate administrator




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appointed hereunder, only to the extent such fees, expenses and disbursements were not reasonably
anticipated as of the Closing Date, and the losses, liabilities, damages, claims or incremental
expenses (including reasonable attorneys’ fees) incurred or advanced, except in the case of an
Advance otherwise reimbursable hereunder, by an Indemnified Party in connection with (i) a default
under any Mortgage Loan and (ii) any litigation arising out of this Agreement, including, without
limitation, under Section 2.03, Section 3.10, the third paragraph of Section
3.11, Section 4.05 and Section 7.01 of this Agreement. The right of
reimbursement of the Indemnified Parties under this Section 8.05(d) shall be senior to the
rights of all Certificateholders.



          (e) Notwithstanding anything herein to the contrary, this Section 8.05 shall survive
the termination or maturity of this Agreement or the resignation or removal of the Trustee or the
Certificate Administrator, as applicable, as regards rights accrued prior to such resignation or
removal and (with respect to any acts or omissions during their respective tenures) the
resignation, removal or termination of the Master Servicer, the Special Servicer, the Operating
Advisor, the Paying Agent, the Certificate Registrar or the Custodian.


          (f) This Section 8.05 shall be expressly construed to include, but not be limited to,
such indemnities, compensation, expenses, disbursements, advances, losses, liabilities, damages and
the like, as may pertain or relate to any environmental law or environmental matter.


          Section 8.06 Eligibility Requirements for the Trustee and the Certificate Administrator.
Each of the Trustee and the Certificate Administrator hereunder shall at all times be a corporation
or association organized and doing business under the laws of any state or the United States of
America, authorized under such laws to exercise corporate trust powers and to accept the trust
conferred under this Agreement, having a combined capital and surplus of at least $50,000,000 and a
rating on its unsecured long-term debt of at least “A+ “ by Fitch and “Aa3” by Moody’s (or “A1” by
Moody’s if the Trustee or the Certificate Administrator, as applicable, has a short-term debt
rating of at least “P-1” from Moody’s) (or such other rating with respect to which the Rating
Agencies have provided a No Downgrade Confirmation), and subject to supervision or examination by
federal or state authority and shall not be an Affiliate of the Master Servicer (except during any
period when the Trustee has assumed the duties of the Master Servicer pursuant to Section
7.02). If a corporation or association publishes reports of condition at least annually,
pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for purposes of this Section the combined capital and surplus of such
corporation shall be deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. If the place of business from which the Trustee or the
Certificate Administrator, as applicable, administers the Trust Fund is a state or local
jurisdiction that imposes a tax on the Trust Fund or the net income of the Trust REMIC (other than
a tax corresponding to a tax imposed under the REMIC Provisions) the Trustee or the Certificate
Administrator, as applicable, shall elect either to (i) resign immediately in the manner and with
the effect specified in Section 8.07, (ii) pay such tax from its own funds and continue as
Trustee or Certificate Administrator, as applicable, or (iii) administer the Trust Fund from a
state and local jurisdiction that does not impose such a tax. In case at any time the Trustee or
the Certificate Administrator shall cease to be eligible in accordance with the provisions of this



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Section, the Trustee or the Certificate Administrator, as applicable, shall resign immediately in
the manner and with the effect specified in Section 8.07.



          Section 8.07 Resignation and Removal of the Trustee or the Certificate Administrator.
Either the Trustee or the Certificate Administrator may at any time resign and be discharged from
the trusts hereby created by giving written notice thereof to the Depositor, the Master Servicer,
the Special Servicer, the Certificate Administrator (as applicable), the Trustee (as applicable),
the Operating Advisor, the Certificate Holders, each Companion Loan Holder and, subject to
Section 11.14 of this Agreement, each Rating Agency. Upon such notice of resignation, the
Master Servicer shall promptly appoint a successor Trustee or the Certificate Administrator, as
applicable, with respect to which the Rating Agencies have provided a No Downgrade Confirmation to
the resigning Trustee or Certificate Administrator, as applicable, and the successor Trustee or
Certificate Administrator, as applicable. If no successor Trustee or Certificate Administrator, as
applicable, shall have been so appointed and have accepted appointment within 30 days after the
giving of such notice of resignation, the resigning Trustee or Certificate Administrator, as
applicable, may petition any court of competent jurisdiction for the appointment of a successor
Trustee or Certificate Administrator, as applicable. The Trustee or the Certificate Administrator,
as applicable, shall bear all reasonable costs and expenses of each other party hereto and each
Rating Agency in connection with such resignation.


          If at any time either the Trustee or the Certificate Administrator shall cease to be eligible in
accordance with the provisions of Section 8.06 and shall fail to resign after written
request therefor by the Depositor or Master Servicer, or if at any time either the Trustee or the
Certificate Administrator shall become incapable of acting, or shall be adjudged bankrupt or
insolvent, or a receiver of the Trustee or the Certificate Administrator, as applicable, or of its
property shall be appointed, or any public officer shall take charge or control of the Trustee or
the Certificate Administrator, as applicable, or of its property or affairs for the purpose of
rehabilitation, conservation or liquidation, then the Depositor may remove the Trustee or the
Certificate Administrator, as applicable, and promptly appoint a successor Trustee or the
Certificate Administrator, as applicable, by written instrument, which shall be delivered to the
Trustee or the Certificate Administrator, as applicable, so removed and to the successor Trustee or Certificate Administrator, as applicable.
The Holders of Certificates entitled to more than 50% of the Voting Rights of all of the
Certificates may at any time remove the Trustee or the Certificate Administrator and appoint a
successor Trustee or the Certificate Administrator, as applicable, by written instrument or
instruments, in five originals, signed by such Holders or their attorneys-in-fact duly authorized,
one complete set of which instruments shall be delivered to the Depositor, one complete set to the
Master Servicer, one complete set to the Trustee (in connection with the removal of the Certificate
Administrator), one complete set to the Certificate Administrator (in connection with the removal
of the Trustee), one complete set to the Trustee or Certificate Administrator, as applicable, so
removed and one complete set to the successor Trustee or Certificate Administrator, as applicable,
so appointed and a copy thereof shall be delivered to each Companion Loan Holder and the Operating
Advisor.


          If the Trustee or the Certificate Administrator is terminated or removed pursuant to this
Section 8.07, all of its rights and obligations under this Agreement and in and to the
Mortgage Loans or the Split-Loans shall be terminated, other than any rights or obligations that
accrued prior to the date of such termination or removal (including the right to receive all fees,



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expenses and other amounts (including Advances and any accrued interest thereon) accrued or owing
to it under this Agreement, with respect to periods prior to the date of such termination or
removal, and no termination without cause shall be effective until the payment of such amounts to
the Trustee or the Certificate Administrator, as applicable). The Trustee or the Certificate
Administrator, as applicable, shall bear all reasonable costs and expenses of each other party
hereto and each Rating Agency in connection with its termination or removal.



          Any resignation or removal of the Trustee or the Certificate Administrator and appointment of a
successor Trustee or Certificate Administrator, as applicable, pursuant to any of the provisions of
this Section 8.07 shall not become effective until acceptance of appointment by the
successor Trustee or the successor Certificate Administrator, as applicable, as provided in
Section 8.08.


          Section 8.08 Successor Trustee or Successor Certificate Administrator.


          (a) Any successor Trustee or Certificate Administrator appointed as provided in Section
8.07 of this Agreement shall execute, acknowledge and deliver to the Depositor, the Master
Servicer, the Special Servicer and to the predecessor Trustee or predecessor Certificate
Administrator, as applicable, instruments accepting their appointment hereunder, and thereupon the
resignation or removal of the predecessor Trustee or predecessor Certificate Administrator, as
applicable, shall become effective and such successor Trustee or successor Certificate
Administrator, as applicable, without any further act, deed or conveyance, shall become fully
vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the
like effect as if originally named as Trustee or Certificate Administrator, as applicable, herein,
provided that a No Downgrade Confirmation shall be obtained from each Rating Agency with
respect to the appointment of such successor Trustee or successor Certificate Administrator. The predecessor
Certificate Administrator shall deliver to the successor Certificate Administrator all Mortgage
Files and related documents and statements held by it hereunder. The Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor and the predecessor Trustee or predecessor
Certificate Administrator, as applicable, shall execute and deliver such instruments and do such
other things as may reasonably be required for more fully and certainly vesting and confirming in
the successor Trustee or successor Certificate Administrator, as applicable, all such rights,
powers, duties and obligations. No successor Trustee or successor Certificate Administrator shall
accept appointment as provided in this Section 8.08 unless at the time of such acceptance
such successor Trustee or successor Certificate Administrator, as applicable, shall be eligible
under the provisions of Section 8.06.


          Upon acceptance of appointment by a successor Trustee or successor Certificate Administrator, as
applicable, as provided in this Section 8.08, the Depositor shall mail notice of the
succession of such Trustee or Certificate Administrator, as applicable, hereunder to all Holders of
Certificates at their addresses as shown in the Certificate Register and to each Companion Loan
Holder. If the Depositor fails to mail such notice within ten (10) days after acceptance of
appointment by the successor Trustee or successor Certificate Administrator, the successor Trustee
or successor Certificate Administrator, as applicable, shall cause such notice to be mailed at the
expense of the Depositor.




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          (b) Any successor Trustee or successor Certificate Administrator appointed pursuant to this
Agreement shall satisfy the eligibility requirements set forth in Section 8.06 hereof.


          Section 8.09 Merger or Consolidation of the Trustee or the Certificate Administrator. Any
entity into which the Trustee or the Certificate Administrator may be merged or converted, or with
which the Trustee or the Certificate Administrator, as applicable, may be consolidated, or any
entity resulting from any merger, conversion or consolidation to which the Trustee or the
Certificate Administrator, as applicable, shall be a party, or any entity succeeding to the
corporate trust business of the Trustee or the Certificate Administrator, as applicable, shall be
the successor of the Trustee or the Certificate Administrator, as applicable, hereunder, provided
such entity shall be eligible under the provisions of Section 8.06 without the execution or
filing of any paper or any further act on the part of any of the parties hereto, anything herein to
the contrary notwithstanding.


          Section 8.10 Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other
provisions hereof, at any time, for the purpose of meeting any legal requirements of any
jurisdiction in which any part of the Trust Fund or property securing the same may at the time be
located, the Depositor and the Trustee acting jointly shall have the power and shall execute and
deliver all instruments to appoint one or more Persons approved by the Trustee to act (at the
expense of the Trustee) as co-trustee or co- trustees, jointly with the Trustee, or separate trustee or separate trustees, of all or any part of
the Trust Fund, and to vest in such Person or Persons, in such capacity, such title to the Trust
Fund, or any part thereof, and, subject to the other provisions of this Section 8.10, such
powers, duties, obligations, rights and trusts as the Depositor and the Trustee may consider
necessary or desirable. If the Depositor shall not be in existence or shall not have joined in
such appointment within 15 days after the receipt by it of a request so to do the Trustee alone
shall have the power to make such appointment. Except as required by applicable law, the
appointment of a co-trustee or separate trustee shall not relieve the Trustee of its
responsibilities, obligations and liabilities hereunder. No co-trustee or separate trustee
hereunder shall be required to meet the terms of eligibility as a successor Trustee under
Section 8.06 hereunder and no notice to Holders of Certificates of the appointment of
co-trustee(s) or separate trustee(s) shall be required under Section 8.08 hereof.


          In the case of any appointment of a co-trustee or separate trustee pursuant to this Section
8.10, all rights, powers, duties and obligations conferred or imposed upon the Trustee shall be
conferred or imposed upon and exercised or performed by the Trustee and such separate trustee or
co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized
to act separately without the Trustee joining in such act), except to the extent that under any law
of any jurisdiction in which any particular act or acts are to be performed (whether as Trustee
hereunder or as successor to the Master Servicer hereunder), the Trustee shall be incompetent or
unqualified to perform such act or acts, in which event such rights, powers, duties and obligations
(including the holding of title to the Trust Fund or any portion thereof in any such jurisdiction)
shall be exercised and performed by such separate trustee or co-trustee solely at the direction of
the Trustee.


          No trustee under this Agreement shall be personally liable by reason of any act or omission of any
other trustee under this Agreement. The Depositor and the Trustee acting jointly




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may at any time accept the resignation of or remove any separate trustee or co-trustee, or if the separate trustee
or co-trustee is an employee of the Trustee, the Trustee acting alone may accept the resignation of
or remove any separate trustee or co-trustee.



          Any notice, request or other writing given to the Trustee shall be deemed to have been given to
each of the then separate trustees and co-trustees, as effectively as if given to each of them.
Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement and
the conditions of this Article VIII. Every such instrument shall be filed with the
Trustee. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall
be vested with the estates or property specified in its instrument of appointment, either jointly
with the Trustee or separately, as may be provided therein, subject to all the provisions of this
Agreement, specifically including every provision of this Agreement relating to the conduct of,
affecting the liability of, or affording protection to, the Trustee. In no event shall any such
separate trustee or co-trustee be entitled to any provision relating to the conduct of, affecting
the liability of, or affording protection to, such separate trustee or co-trustee that imposes a
standard of conduct less stringent than that imposed on the Trustee hereunder, affording greater
protection than that afforded to the Trustee hereunder or providing a greater limit on liability than that provided
to the Trustee hereunder.


          Any separate trustee or co-trustee may, at any time, constitute the Trustee its agent or
attorney-in-fact, with full power and authority, to the extent not prohibited by law, to do any
lawful act under or in respect of this Agreement on its behalf and in its name. If any separate
trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its
estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trustee, to
the extent permitted by law, without the appointment of a new or successor trustee.


          Section 8.11 Access to Certain Information.


          (a) The Certificate Administrator and the Custodian shall afford to any Privileged Person
(including the Operating Advisor and the Controlling Class Representative) access to any
documentation (other than any Privileged Information) regarding the Mortgage Loans or the other
assets of the Trust Fund that are in its possession or within its control. Such access shall be
afforded without charge but only upon reasonable prior written request and during normal business
hours at the offices of the Certificate Administrator or the Custodian.


          (b) The Certificate Administrator shall maintain at its offices (and, upon reasonable prior
written request and during normal business hours, shall make available, or cause to be made
available) for review by any Privileged Person originals and/or copies of the following items (to
the extent such items were prepared by or delivered to the Certificate Administrator in electronic
format):


          (i) the Prospectus Supplement and the Private Placement Memorandum;


          (ii) this Agreement, each sub-servicing agreement delivered to the Certificate
Administrator since the Closing Date (if any), the Mortgage Loan Purchase Agreement and any
amendments and exhibits hereto or thereto;



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     (iii) all Certificate Administrator reports made available to holders of each relevant
class of Certificates since the Closing Date;



     (iv) all Distribution Date Statements and all CREFC Reports actually delivered or
otherwise made available to Certificateholders pursuant to Section 4.02 of this
Agreement since the Closing Date;



     (v) the annual assessments as to compliance (in the case of the Master Servicer, the
Special Servicer, the Certificate Administrator, the Operating Advisor and the Trustee) and
the Officer’s Certificates delivered by the Master Servicer, the Special Servicer, the
Certificate Administrator, the Operating Advisor and the Trustee to the Certificate
Administrator since the Closing Date pursuant to Section 10.09 and Section
10.10 of this Agreement;



     (vi) the annual independent public accountants’ servicing report caused to be
delivered by the Master Servicer, the Special Servicer, the Certificate Administrator, the
Operating Advisor and the Trustee to the Certificate Administrator since the Closing Date
pursuant to Section 10.11 of this Agreement;



     (vii) the most recent inspection report prepared by or on behalf of the Master
Servicer or the Special Servicer, as applicable, and delivered to the Certificate
Administrator in respect of each Mortgaged Property pursuant to Section 3.18 of
this Agreement;



     (viii) any and all notices and reports delivered to the Certificate Administrator with
respect to any Mortgaged Property as to which the environmental testing contemplated by
Section 3.10(e)of this Agreement revealed that neither of the conditions set forth
in clauses (i) and (ii) thereof was satisfied;



     (ix) the Mortgage File, including any and all modifications, waivers and amendments of
the terms of the Mortgage Loans (or Split-Loans) entered into or consented to by the Master
Servicer or Special Servicer and delivered to the Certificate Administrator pursuant to
Section 3.24 of this Agreement;



     (x) the summary of each Final Asset Status Report delivered to the Certificate
Administrator pursuant to Section 3.21(b) of this Agreement and the annual,
quarterly and monthly operating statements, if any, collected by or on behalf of the Master
Servicer or the Special Servicer, as applicable, and delivered to the Certificate
Administrator for each Mortgaged Property, together with the other information specified in
Section 4.02(b)of this Agreement;



     (xi) any and all Officer’s Certificates and other evidence delivered to the
Certificate Administrator by the Master Servicer, the Special Servicer or the Trustee to
support any determination that any Advance was (or, if made, would be) a Nonrecoverable
Advance;



     (xii) notice of termination or resignation of the Master Servicer, the Special
Servicer, the Operating Advisor or the Trustee (and appointments of successors thereto);



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     (xiii) all Special Notices;




     (xiv) any Third Party Reports (or updates of Third Party Reports) delivered to the
Certificate Administrator in electronic format; and




     (xv) any other information that may be necessary to satisfy the requirements of
subsection (d)(4)(i) of Rule 144A under the Act.


          The Certificate Administrator shall provide, or cause to be provided, copies of any and all of the
foregoing items upon reasonable written request of any of the parties set forth in
the previous sentence. The Certificate Administrator shall be permitted to require payment for the
reasonable costs and expenses of providing the copies and shall require an Investor Certification
if the request is from a Beneficial Owner or prospective purchaser of Certificates.
Certificateholders, by the acceptance of their Certificates, shall be deemed to have agreed to keep
this information confidential.


          The Certificate Administrator shall not be liable for providing or disseminating information in
accordance with the terms of this Agreement.



ARTICLE IX




TERMINATION; OPTIONAL MORTGAGE LOAN PURCHASE



          Section 9.01 Termination; Optional Mortgage Loan Purchase.



          (a) The respective obligations and responsibilities of the Master Servicer, the Special
Servicer, the Depositor, the Operating Advisor, the Certificate Administrator and the Trustee
created hereby with respect to the Certificates (other than the obligation to make certain payments
and to send certain notices to Certificateholders as hereinafter set forth) and each Companion Loan
shall terminate immediately following the earlier to occur of (i) the purchase by the Holders of
the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R
Certificates of all the Mortgage Loans and REO Properties then included in the Trust Fund pursuant
to subsection (c), (ii) the exchange by the Remaining Certificateholder of all the outstanding
Certificates (other than (i) the Class X-B Certificates if the Remaining Certificateholder has only
taken an assignment of the Voting Rights of the Class X-B Certificates pursuant to the definition
of “Remaining Certificateholder”, (ii) the Class S Certificates or (iii) the Class R Certificates)
pursuant to subsection (h) and (iii) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan contained in the Trust Fund; provided,
however, that in no event shall the trust created hereby continue beyond the expiration of
twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the
late ambassador of the United States to the United Kingdom, living on the date hereof. All such
payments as contemplated by the preceding paragraph shall be deposited into the Collection Account
by the Master Servicer or Special Servicer, as applicable promptly following receipt thereof.



          (b) In connection with a termination contemplated by Section 9.01(a) of this
Agreement, each of the Trust REMICs outstanding shall be terminated and the assets of the Trust



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Fund with respect to the Lower-Tier REMIC shall be sold or otherwise disposed of in connection
therewith, pursuant to a “plan of complete liquidation” within the meaning of Code Section
860F(a)(4)(A) providing for the actions contemplated by the provisions hereof pursuant to which the
applicable Notice of Termination is given and requiring that the assets of the Lower-Tier REMIC
shall be sold for cash and that each such Trust REMIC shall terminate on a Distribution Date
occurring not more than 90 days following the date of adoption of the plan of complete liquidation.
For purposes of this Section 9.01(b), the Notice of Termination given pursuant to Section
9.01(c) shall constitute the adoption of the plan of complete liquidation as of the date such
notice is given, which date shall be specified by the Certificate Administrator in the final
federal income tax returns of each Trust REMIC. Notwithstanding the termination of the Trust
REMICs, the Certificate Administrator shall be responsible for filing the final Tax Returns for the
Trust REMICs and for the Grantor Trust for the period ending with such termination, and shall
maintain books and records with respect to the Trust REMICs and the Grantor Trust for the period
for which it maintains its own tax returns or other reasonable period.



          (c) The Holders of the Controlling Class representing greater than 50% Percentage Interest of
the Controlling Class may effect an early termination of the Trust Fund, upon not less than 30
days’ prior notice given to the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, each Companion Loan Holder, the Special Servicer and Master Servicer any time on
or after the Early Termination Notice Date specifying the Anticipated Termination Date, by
purchasing on such date all, but not less than all, of the Mortgage Loans then included in the
Trust Fund, and all property acquired by the Trust Fund in respect of any Mortgage Loan, at a
purchase price, payable in cash, equal to (i) the sum of (A) the aggregate Purchase Price
(excluding the amount described in clause (g) of the definition of “Purchase Price”) of all the
Mortgage Loans (exclusive of REO Mortgage Loans) included in the Trust, (B) the Appraised Value of
the Trust’s portion of each REO Property, if any, as determined by the Special Servicer (such
Appraisals in clause (i)(B) shall be obtained by the Special Servicer) and (C) the reasonable
out-of-pocket expenses of the Master Servicer (unless the Master Servicer is the purchaser of such
Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of such
Mortgage Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such
termination (including reasonable out-of-pocket expenses incurred in connection with the transfer
of the Mortgage Loans and the REO Properties to the purchaser), minus (ii) solely in the case where
the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of
unreimbursed Advances, together with any interest accrued and payable to the purchasing Master
Servicer or the Special Servicer, as applicable, in respect of such Advances and any unpaid
Servicing Fees or Special Servicing Fees, as applicable, remaining outstanding (which items will be
deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as
applicable, in connection with such purchase).


          The Holders of the Controlling Class representing greater than 50% of the Certificate Principal
Amount of the Controlling Class, or if such Holders do not, the Special Servicer, or if neither
such Holders nor the Special Servicer do, the Master Servicer or, if neither such Holders nor the
Special Servicer nor the Master Servicer does, any Holder of a Class R Certificate representing
greater than a 50% Percentage Interest in such Class, may also effect such termination as provided
in this Section 9.01(c) if such party first notifies the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the



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Holder of a Class R Certificate, notifies the Certificate Administrator (who shall notify each of the Controlling Class
Representative, each Certifying Certificateholder and the Master Servicer) of its intention to do
so in writing within 30 days following the Early Termination Notice Date. All costs and expenses
incurred by any and all parties to this Agreement or by the Trust Fund in connection with the
purchase of the Mortgage Loans and other assets of the Trust Fund pursuant to this Section
9.01(c) shall be borne by the party exercising its purchase rights hereunder. The Certificate
Administrator shall be entitled to rely conclusively on any determination made by an Appraiser
pursuant to this subsection (c).



          (d) If the Trust Fund has not been previously terminated pursuant to subsection (c) or
subsection (h) of this Section 9.01, the Certificate Administrator shall determine as soon
as practicable the Distribution Date on which the Certificate Administrator reasonably anticipates,
based on information with respect to the Mortgage Loans previously provided to it, that the final
distribution will be made (i) to the Holders of outstanding Regular Certificates, and to the
Trustee in respect of the Lower-Tier Regular Interests, notwithstanding that such distribution may
be insufficient to distribute in full an amount equal to the remaining Certificate Principal Amount
of each such Certificate or Lower-Tier Regular Interest, as the case may be, together with amounts
required to be distributed on such Distribution Date pursuant to Section 4.01, (ii) to the
Holders of the Class S Certificates, Excess Interest with respect to the Mortgage Loans received
and not previously distributed pursuant to Section 4.01(l) of this Agreement or (iii) if no
such Regular Certificates are then outstanding, to the Holders of the Class R Certificates of any
amount remaining in the Collection Account, the Lower-Tier Distribution Account, the Upper-Tier
Distribution Account or the Excess Liquidation Proceeds Reserve Account, in either case, following
the later to occur of (a) the receipt or collection of the last payment due on any Mortgage Loan
included in the Trust Fund or (b) the liquidation or disposition pursuant to Section 3.17
of this Agreement of the last asset held by the Trust Fund.


          (e) Notice of any termination of the Trust Fund pursuant to this Section 9.01 shall be
mailed by the Certificate Administrator to affected Certificateholders, with a copy to the Master
Servicer, the Special Servicer, the Operating Advisor and, subject to Section 11.14 of this
Agreement, each Rating Agency, at their addresses shown in the Certificate Registrar as soon as
practicable after the Certificate Administrator shall have received, given or been deemed to have
received a Notice of Termination but in any event not more than thirty days, and not less than ten
(10) days, prior to the Anticipated Termination Date. The notice mailed by the Certificate
Administrator to affected Certificateholders shall:




     (i) specify the Anticipated Termination Date on which the final distribution is
anticipated to be made to Holders of Certificates of the Classes specified therein;




     (ii) specify the amount of any such final distribution, if known; and




     (iii) state that the final distribution to Certificateholders will be made only upon
presentation and surrender of Certificates at the office of the Paying Agent therein
specified.



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          If the Trust Fund is not terminated on any Anticipated Termination Date for any reason, the
Certificate Administrator shall promptly mail notice thereof to each affected Certificateholder.


          (f) Any funds not distributed on the Termination Date because of the failure of any
Certificateholders to tender their Certificates shall be set aside and held in trust for the
account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall
terminate. If any Certificates as to which notice of the Termination Date has been given pursuant
to this Section 9.01 shall not have been surrendered for cancellation within six months
after the time specified in such notice, the Certificate Administrator shall mail a second notice
to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to
surrender their Certificates for cancellation in order to receive, from such funds held, the final
distribution with respect thereto. If within one year after the second notice any Certificate
shall not have been surrendered for cancellation, the Certificate Administrator may, directly or
through an agent, take appropriate steps to contact the remaining Certificateholders concerning
surrender of their Certificates. The costs and expenses of maintaining such funds and of
contacting Certificateholders shall be paid out of the assets which remain held. If within two
years after the second notice any Certificates shall not have been surrendered for cancellation,
the Paying Agent shall pay to the Class R Certificateholders all amounts distributable to the
Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount
held as a result of such Certificateholder’s failure to surrender its Certificate(s) for final
payment thereof in accordance with this Section 9.01.


          (g) For purposes of this Section 9.01, the Remaining Certificateholder shall have the
first option to terminate the Trust Fund pursuant to subsection (h), and then the Holders of the
Controlling Class, and then the Special Servicer, and then the Master Servicer, and then the Holder
of the Class R Certificates, in each of the last four cases, pursuant to subsection (c).


          (h) Following the date on which the Class X-A Notional Amount and the aggregate Certificate
Principal Amount of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-J, Class B, Class C,
Class D and Class E Certificates are reduced to zero, the Remaining Certificateholder shall have
the right to exchange all of its Certificates, including the Class X-B Certificates (other than (i)
the Class X-B Certificates if the Remaining Certificateholder has only taken an assignment of the
Voting Rights of the Class X-B Certificates pursuant to the definition of “Remaining
Certificateholder,” (ii) the Class S Certificates or (iii) the Class R Certificates) for all of the
Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated by clause (ii) of
Section 9.01(a) by giving written notice to all the parties hereto no later than 60 days
prior to the anticipated date of exchange; provided that, if the Holders of the Class X-B
Certificates have assigned their Voting Rights to the “Remaining Certificateholder”, then the
Remaining Certificateholder may exchange the Class F, Class G and Class NR Certificates for all of
the Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated by clause (ii)
of Section 9.01(a), and the Holders of the Class X-B Certificates shall be entitled to
exchange those Certificates for consideration in an amount to be agreed by the Remaining
Certificateholder and the Holders of the Class X-B Certificates (the “Class X-B Payoff Amount”); provided that the Class X-B
Payoff Amount shall consist solely of cash or other assets otherwise payable or deliverable by the
Trust to the Remaining Certificateholder and to no other Person; provided further
that such Remaining Certificateholder shall pay the Master



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Servicer an amount equal to (i) the product of (A) the Prime Rate, (B) the aggregate certificate balance of the then-outstanding
Sequential Pay Certificates as of the day of the exchange and (C) three, divided by (ii) 360. If
the Remaining Certificateholder elects to exchange all of its Certificates (other than (i) the
Class X-B Certificates if the Remaining Certificateholder has only taken an assignment of the
Voting Rights of the Class X-B Certificates pursuant to the definition of “Remaining
Certificateholder,” (ii) the Class S Certificates or (iii) the Class R Certificates) for all of the
Mortgage Loans and each REO Property remaining in the Trust Fund in accordance with the preceding
sentence, such Remaining Certificateholder, not later than the Termination Date, shall deposit in
the Collection Account an amount in immediately available funds equal to all amounts due and owing
to the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate
Administrator and the Trustee hereunder through the date of the liquidation of the Trust Fund that
may be withdrawn from the Collection Account, but only to the extent that such amounts are not
already on deposit in the Collection Account. Upon confirmation that such final deposits have been
made and following the surrender of all remaining Certificates (other than the Class S and Class R
Certificates) by the Remaining Certificateholder on the Termination Date, the Certificate
Administrator shall (i) upon receipt of a Request for Release from the Master Servicer, release or
cause to be released to the Remaining Certificateholder or any designee thereof, the Mortgage Files
for the remaining Mortgage Loans and shall execute all assignments, endorsements and other
instruments furnished to it by the Remaining Certificateholder as shall be necessary to effectuate
transfer of the Mortgage Loans and REO Properties remaining in the Trust Fund and (ii) if the
Remaining Certificateholder has only taken an assignment of the Voting Rights of the Class X-B
Certificates pursuant to the definition of “Remaining Certificateholder”, upon receipt of the Class
X-B Certificates, release the Class X-B Payoff Amount to the Holders of the Class X-B Certificates,
and the Trust Fund shall be liquidated in accordance with this Section 9.01;
provided that the release of the Class X-B Payoff Amount to the Holders of the Class X-B
Certificates shall be deemed to be delivery of the Class X-B Payoff Amount by the Trust to the
Remaining Certificateholder and by the Remaining Certificateholder to the Holders of the Class X-B
Certificates. Thereafter, the Trust Fund and the respective obligations and responsibilities under
this Agreement of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator (other than annual tax returns and maintenance of books and records
and the preparation and filing of final tax returns) and the Trustee, shall terminate. Such
transfers shall be subject to any rights of any Sub-Servicers to service (or to perform select
servicing functions with respect to) the Mortgage Loans. For federal income tax purposes, (i) if
the Remaining Certificateholder has taken an assignment of the Voting Rights of the Class X-B
Certificates pursuant to the definition of “Remaining Certificateholder”, the Remaining
Certificateholder shall be deemed to have purchased the Class X-B Certificates from the Holders
thereof and (ii) the Remaining Certificateholder shall be deemed to have purchased the assets of
the Lower-Tier REMIC for an amount equal to the remaining Certificate Principal Amount of its
remaining Certificates (other than the Class S and Class R Certificates), plus accrued and
unpaid interest with respect thereto, and the
 Certificate Administrator shall credit such amounts
against amounts distributed in respect of the related Lower-Tier Regular Interests and such
Certificates (including the Class X-B Certificates). The remaining Mortgage Loans and REO
Properties are deemed distributed to the Remaining Certificateholder in liquidation of the Trust
Fund pursuant to this Section 9.01.





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ARTICLE X




EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE


          Section 10.01 Intent of the Parties; Reasonableness. The parties hereto acknowledge and
agree that the purpose of this Article X is to facilitate compliance by the Depositor with
the provisions of Regulation AB and the related rules and regulations of the Commission;
provided, however, that the reports (or substantially similar reports) required to
be delivered pursuant to Section 10.09, Section 10.10 and Section 10.11
will continue to be required regardless of any amendment to this Agreement. The Depositor shall
not exercise its rights to request delivery of information or other performance under these
provisions other than in good faith, or (except with respect to Section 10.09, Section
10.10 or Section 10.11) for purposes other than compliance with the Act, the Exchange
Act and the Sarbanes-Oxley Act and, in each case, the rules and regulations of the Commission
thereunder. The parties hereto acknowledge that interpretations of the requirements of Regulation
AB may change over time, whether due to interpretive guidance provided by the Commission or its
staff, or otherwise, and agree to comply with requests made by the Depositor or the Certificate
Administrator in good faith for delivery of information under these provisions on the basis of such
evolving interpretations of the requirements of Regulation AB (to the extent such interpretations
require compliance and are not “grandfathered” and do not mandate compliance). In connection with
the CCRE Commercial Mortgage Trust 2011-C2, Commercial Mortgage Pass-Through Certificates, Series
2011-C2, each of the parties to this Agreement shall cooperate fully with the Depositor and the
Certificate Administrator, as applicable, to deliver or make available to the Depositor or the
Certificate Administrator, as applicable (including any of their assignees or designees), any and
all statements, reports, certifications, records and any other information in its possession or
reasonably available to it and necessary in the reasonable good faith determination of the
Depositor or the Certificate Administrator, as applicable, to permit the Depositor to comply with
the provisions of Regulation AB, together with such disclosures relating to the Master Servicer,
the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee, as
applicable, and any Sub-Servicer, or the servicing of the Mortgage Loans, reasonably believed by
the Depositor or the Certificate Administrator, as applicable, to be necessary in order to effect
such compliance. None of the Master Servicer, the Operating Advisor, the Trustee, any Sub-Servicer
or the Special Servicer are responsible for filing any Exchange Act report with the Commission on
behalf of the Trust. Each party to this Agreement shall have a reasonable period of time to comply
with any written request made under this Section 10.01, but in any event, shall,
upon reasonable advance written request, provide information in sufficient time to allow the
Depositor or the Certificate Administrator, as applicable, to satisfy any related filing
requirements. For purposes of this Article X, to the extent any party has an obligation to
exercise commercially reasonable efforts to cause a third party to perform, such party hereunder
shall not be required to bring any legal action against such third party in connection with such
obligation.


          Section 10.02 Succession; Subcontractors. (a) For so long as the Trust, and, with
respect to any Split-Loan, the trust in the related Other Securitization, are subject to the
reporting requirements of the Exchange Act (in addition to any requirements contained in
Section 10.07), in connection with the succession to the Master Servicer, the Special
Servicer, any Additional Servicer, any Sub-Servicer, in each case as a servicer, the Operating
Advisor as



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an operating advisor or, with respect to the Trustee, as a trustee under this Agreement
by any Person (i) into which the Master Servicer, the Special Servicer, the Operating Advisor, any
Additional Servicer, any Sub-Servicer or the Trustee, as the case may be, may be merged or
consolidated, or (ii) which may be appointed as a successor to the Master Servicer, the Special
Servicer, the Operating Advisor, any Additional Servicer, any Sub-Servicer or the Trustee, as the
case may be, the Master Servicer, the Special Servicer, the Operating Advisor, any Additional
Servicer, any Sub-Servicer or the Trustee, as the case may be, shall (and each of the Master
Servicer, the Special Servicer or the Trustee, as applicable, shall (a) use commercially
reasonable efforts to cause each Additional Servicer and each Sub-Servicer (other than any party
to this Agreement) with which it has entered into a servicing relationship on or prior to the
Closing Date with respect to the Mortgage Loans and (b) cause each Additional Servicer and each
Sub-Servicer (other than any party to this Agreement) with which it has entered into a servicing
relationship after the Closing Date with respect to the Mortgage Loans, to) provide to the
Depositor, at least five (5) Business Days prior to the effective date of such succession or
appointment, as long as such disclosure prior to such effective date would not be violative of any
applicable law or confidentiality agreement, and otherwise no later than the effective date of
such succession or appointment, (x) written notice to the Depositor of such succession or
appointment and (y) in writing and in form and substance reasonably satisfactory to the Depositor,
all information relating to such successor servicer, operating advisor or trustee reasonably
requested by the Depositor in order to comply with its reporting obligation under Item
6.02 of Form 8-K pursuant to the Exchange Act (if such reports under the Exchange Act are
required to be filed under the Exchange Act).



          (b) Each of the Master Servicer, the Special Servicer, each Sub-Servicer, the Certificate
Administrator and the Trustee (each of the Master Servicer, the Special Servicer, the Certificate
Administrator, the Trustee and each Sub-Servicer, for purposes of this paragraph and the following
paragraph, a “Servicer”) is permitted to utilize one or more Subcontractors to perform
certain of its obligations hereunder. Such Servicer shall promptly upon request provide to the
Depositor a written description (in form and substance satisfactory to the Depositor) of the role
and function of each Subcontractor that is a Servicing Function Participant (pursuant to Item
1108(a)(2) of
Regulation AB) utilized by such Servicer, specifying (i) the identity of such Subcontractor,
and (ii) which elements of the Servicing Criteria will be addressed in assessments of compliance
provided by each such Subcontractor. Each Servicer shall use commercially reasonable efforts to
cause any Subcontractor determined to be a Servicing Function Participant used by such Servicer
for the benefit of the Depositor to comply with the provisions of Sections 10.10 and
10.11 of this Agreement to the same extent as if such Subcontractor were such Servicer.
Such Servicer shall be responsible (but as to any Seller Sub-Servicer, only to use commercially
reasonable efforts) for obtaining from each such Subcontractor and delivering to the applicable
Persons any assessment of compliance report and related accountant’s attestation required to be
delivered by such Subcontractor under Sections 10.10 and 10.11, in each case, as
and when required to be delivered.


          (c) For so long as the Trust, and, with respect to any Split-Loan, the trust in the related
Other Securitization, are subject to the reporting requirements of the Exchange Act,
notwithstanding the foregoing, if a Servicer engages a Subcontractor in connection with the
performance of any of its duties under this Agreement, such Servicer shall be responsible for
determining whether such Subcontractor is a “servicer” within the meaning of Item 1101 of



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Regulation AB and whether such Subcontractor meets the criteria in Item 1108(a)(2)(i), (ii) or
(iii) of Regulation AB. If a Servicer determines, pursuant to the preceding sentence, that such
Subcontractor is a “servicer” within the meaning of Item 1101 of Regulation AB and meets the
criteria in Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB, then such Subcontractor shall be
deemed to be a Sub-Servicer for purposes of this Agreement, and the engagement of such
Sub-Servicer shall not be effective unless and until notice is given to the Depositor and the
Certificate Administrator of any such Sub-Servicer and Subservicing Agreement. No Subservicing
Agreement (other than such agreements with any Seller Sub-Servicer) shall be effective until five
(5) Business Days after such written notice is received by the Depositor and the Certificate
Administrator. Such notice shall contain all information reasonably necessary, and in such form
as may be necessary, to enable the Certificate Administrator to accurately and timely report the
event under Item 6.02 of Form 8-K pursuant to Section 10.07 (if such reports under
the Exchange Act are required to be filed under the Exchange Act).



          (d) With respect to any Companion Loan that is deposited into an Other Securitization, the
Master Servicer, the Special Servicer, the Operating Advisor, the Trustee and the Certificate
Administrator shall take all actions reasonably requested of it to enable such Other
Securitization to comply with Regulation AB (including, without limitation, information obtained
with respect to any Significant Obligor pursuant to Section 10.15). For the avoidance of
doubt and without limiting the foregoing, the Master Servicer, the Special Servicer, the Operating
Advisor, the Trustee and the Certificate Administrator shall, if requested in a timely manner by
the depositor for such Other Securitization and at the expense of such depositor for such Other
Securitization, provide disclosure (in substantially the same form as the disclosure provided by
it in the Prospectus Supplement, to the extent reasonably necessary to comply with Regulation AB)
regarding the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee and the
Certificate Administrator, respectively, as reasonably and in good faith determined by the depositor in such Other Securitization to be
required by Regulation AB for inclusion in disclosure documents with respect to such Other
Securitization, together with an opinion of counsel as to the compliance of such disclosure with
the requirements of Regulation AB and indemnification substantially similar to that provided in
connection with the offering of the Certificates regarding damages incurred in connection with the
non-compliance with the requirements of Regulation AB relating to the disclosure referred to in
this sentence.


          (e) Notwithstanding anything to the contrary contained in this Article X and solely to the
extent permitted by Regulation AB, to the extent the Trustee, the Certificate Administrator or the
Custodian has entered into a vendor arrangement with a Person to perform specific and limited
activities or to perform activities scripted by the Trustee, the Certificate Administrator or the
Custodian, such Person shall not be required to provide the reports and indemnities set forth in
this Article X and shall not be deemed to be a Servicing Function Participant, a Sub-Contractor, a
Sub-Servicer or an Additional Servicer for the purposes of this Article X if (i) such Person is
not a “servicer” as defined in Item 1101(j) of Regulation AB, (ii) the Trustee, the Certificate
Administrator or the Custodian, as applicable, has complied with the provisions of Regulation AB
with respect to monitoring such Person’s servicing function activities, (iii) the Trustee, the
Certificate Administrator or the Custodian, as applicable, provides the applicable reports and
indemnities required by this Article X with respect to the servicing functions performed by such
Person, (iv) the Trustee, the Certificate Administrator or the Custodian, as applicable, has
policies and procedures in place designed to provide



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reasonable assurance that such Person’s activities comply in all material respects with the servicing criteria applicable to such Person
and such policies and procedures are operating effectively, (v) the Trustee’s, the Certificate
Administrator’s or the Custodian’s, as applicable, report on assessment of compliance with respect
to its servicing criteria discloses (a) the servicing criteria or portion of servicing criteria
applicable to such Person’s activities for which the Trustee, the Certificate Administrator or the
Custodian, as applicable, is assuming responsibility, (b) any material instance of noncompliance
by such Person that the Trustee, the Certificate Administrator or the Custodian, as applicable,
identifies or of which it is aware, and (c) any material deficiency that is identified in the
Trustee’s, the Certificate Administrator’s or the Custodian’s, as applicable, policies and
procedures to monitor such Person’s compliance.



          Section 10.03
Filing Obligations. (a) The Master Servicer, the Special Servicer, the
Operating Advisor, the Certificate Administrator and the Trustee shall reasonably cooperate with
the Depositor in connection with the satisfaction of the Trust’s reporting requirements under the
Exchange Act. Pursuant to Sections 10.04, 10.05 and 10.07, the Certificate
Administrator shall prepare for execution by the Depositor any Forms 10-D, 10-K and 8-K required by
the Exchange Act, in order to permit the timely filing thereof, and the Certificate Administrator
shall file (via the Commission’s Electronic Data Gathering and Retrieval System) such Forms
executed by the Depositor.


          (b) If the Certificate Administrator is unable to timely file with the Commission all or any
required portion of any Form 8-K, 10-D or 10-K required to be filed by this Agreement because
required disclosure information was either not delivered to it or delivered to it after the
delivery deadlines set forth in this Agreement, the Certificate Administrator shall promptly, but
in no event later than twenty-four (24) hours after determination (but if the next calendar day is
not a Business Day, then in no event later than 10:00 a.m. (New York City time) on the next
Business Day), notify the Depositor thereof. In the case of Forms 10-D and 10-K, the Depositor
and the Certificate Administrator shall thereupon cooperate to prepare and file a Form 12b-25 and
a Form 10-D/A or Form 10-K/A, as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the
case of Form 8-K, the Certificate Administrator shall, upon receipt of all required Form 8-K
Disclosure Information, include such disclosure information on the next succeeding Form 10-D to be
filed for the Trust. If any previously filed Form 8-K or Form 10-K needs to be amended, the
Certificate Administrator shall notify the Depositor, and such other parties as needed and the
parties hereto shall cooperate with the Certificate Administrator to prepare any necessary Form
8-K/A or Form 10-K/A. If any previously filed Form 10-D needs to be amended, the Certificate
Administrator shall notify the Depositor, and such other parties as needed, and the parties hereto
shall cooperate to prepare any necessary Form 10-D/A. Any form filed
under Section 10.08, Form 12b-25 or any
amendment to Form 8-K, Form 10-D or Form 10-K shall be signed by an officer of the Depositor. The
parties to this Agreement acknowledge that the performance by the Certificate Administrator of its
duties under this Section 10.03 related to the timely preparation and filing of a form
under Section 10.08, a Form 12b-25 or any amendment to Form 8-K, Form 10-D or Form 10-K is contingent upon such parties observing all applicable deadlines in the performance of their duties
under Sections 10.03, 10.04, 10.05, 10.06, 10.07,
10.08, 10.09, 10.10 and 10.11. The Certificate Administrator
shall have no liability for any loss, expense, damage or claim arising out of or with respect to
any failure to properly prepare, arrange for execution and/or timely file any such form filed
under Section 10.08, Form 12b-25



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or any amendments to Form 8-K, Form 10-D or Form 10-K, where such failure results from the Certificate Administrator’s inability or failure to receive,
on a timely basis, any information from any other party hereto needed to prepare, arrange for
execution or file such form filed under Section 10.08, Form 12b-25 or any amendments to Forms 8-K, Form 10-D or Form 10-K, not resulting from its own negligence, bad faith or willful
misconduct.



          Section 10.04
Form 10-D Filings. (a) Within 15 days after each Distribution Date (subject to
permitted extensions under the Exchange Act), the Certificate Administrator shall prepare and file
on behalf of the Trust any Form 10-D required by the Exchange Act, in form and substance as
required by the Exchange Act. The Certificate Administrator shall file each Form 10-D with a copy
of the related Distribution Date Statement attached thereto. Any disclosure in addition to the
Distribution Date Statement that is required to be included on Form 10-D (“Additional Form 10-D
Disclosure”) shall, pursuant to the following paragraph, be reported by the parties set forth
on Exhibit V-1 to the Depositor and the Certificate Administrator and approved by the
Depositor, and the Certificate Administrator shall have no duty or liability for any failure hereunder to determine or prepare any Additional Form
10-D Disclosure absent such reporting, direction and approval. Each Form 10-D shall include,
without limitation, for any Distribution Date Statement distributed after December 31, 2011, to the
extent such information is provided to the Certificate Administrator by the Depositor for inclusion
therein (i) the information required by Rule 15Ga-1(a) under the Exchange Act concerning all assets
of the Trust that were subject of a demand to repurchase or replace for breach of the
representations and warranties and (ii) a reference to the most recent Form ABS-15G filed by the
Depositor and each Seller, if applicable, and the Commission assigned “Central Index Key” number
for each such filer.


          For so long as the Trust is subject to the reporting requirements of the Exchange Act, within five
(5) calendar days after the related Distribution Date, (i) certain parties to this Agreement, as
set forth on Exhibit V-1 hereto, shall be required to provide to the Certificate
Administrator and the Depositor, to the extent a Servicing Officer or Responsible Officer thereof
has knowledge thereof, (other than Item 1117 of Regulation AB as to such party which shall be
reported if actually known by any Servicing Officer or Responsible Officer, as the case may be or
any lawyer in the in-house legal department of such party) in EDGAR-compatible format (to the
extent available to such party in such format), or in such other format as otherwise agreed upon by
the Certificate Administrator and the Depositor and such parties, the form and substance of the
Additional Form 10-D Disclosure, if applicable, (ii) the parties listed on Exhibit V-1
hereto shall include with such Additional Form 10-D Disclosure applicable to such party and shall
use its commercially reasonable efforts to cause each Sub-Servicer or Subcontractor of such party
to the extent required under Regulation AB to provide, and if received, include, an Additional
Disclosure Notification in the form attached hereto as Exhibit X and (iii) the Depositor
shall approve, as to form and substance, or disapprove, as the case may be, the inclusion of the
Additional Form 10-D Disclosure on Form 10-D. The Certificate Administrator has no duty under this
Agreement to monitor or enforce the performance by the parties listed on Exhibit V-1 of
their duties under this paragraph or proactively solicit or procure from such parties any
Additional Form 10-D Disclosure information. The Depositor will be responsible for any reasonable
fees assessed or expenses incurred by the Certificate Administrator in connection with including
any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph. Any notice delivered
to the Certificate Administrator pursuant to this paragraph shall be



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delivered by facsimile to (212) 816-5522 and by email to John.Hannon@citi.com, or such other address as may hereafter be
furnished by the Certificate Administrator to the other parties in writing



          (b) After preparing the Form 10-D, the Certificate Administrator shall forward electronically
a copy of the Form 10-D to the Depositor for review. Within two (2) Business Days after receipt
of such copy, but no later than the 9th calendar day after the related Distribution Date or, if
the 9th calendar day after the related Distribution Date is not a Business Day, the
immediately preceding Business Day, the Depositor shall notify the Certificate Administrator in
writing (which may be furnished electronically) of any changes to or approval of such Form 10-D.
Within two (2) Business Days after receipt of such copy, but no later than two (2) Business Days
prior to the 15th calendar day after the related Distribution Date, an officer of the Depositor shall sign the Form 10-D
and return an electronic or fax copy of such signed Form 10-D (with an original executed hard copy
to follow by overnight mail) to the Certificate Administrator. If a Form 10-D cannot be filed on
time or if a previously filed Form 10-D needs to be amended, the Certificate Administrator shall
follow the procedures set forth in Section 10.03(b). Promptly after filing with the
Commission, the Certificate Administrator shall make available on its internet website a final
executed copy of each Form 10-D prepared and filed by the Certificate Administrator. The signing
party at the Depositor can be contacted at CCRE Commercial Mortgage Securities, L.P., 110 East
59th Street, New York, New York 10022, Attention: Anthony Orso, with a copy to: Jill Weinstein,
email: jweinstein@cantor.com. The parties to this Agreement acknowledge that the performance by
the Certificate Administrator of its duties under this Section 10.04 related to the timely
preparation and filing of Form 10-D is contingent upon such parties observing all applicable
deadlines in the performance of their duties under this Section 10.04. The Certificate
Administrator shall have no liability for any loss, expense, damage, or claim arising out of or
with respect to any failure to properly prepare, arrange for execution and/or timely file such
Form 10-D, where such failure results from the Certificate Administrator’s inability or failure to
receive, on a timely basis, any information from any party to this Agreement needed to prepare,
arrange for execution or file such Form 10-D, not resulting from its own negligence, bad faith or
willful misconduct. Any notices or draft Form 10-D delivered to the Depositor pursuant to this
Section 10.04 shall be delivered by email to CCRE_Filings@cantor.com, or such other
address as may hereafter be furnished by the Depositor to the other parties in writing.


          Section 10.05
Form 10-K Filings. (a) Within 90 days after the end of each fiscal year of the
Trust or such earlier date as may be required by the Exchange Act (the “10-K Filing
Deadline”), commencing in March 2012, the Certificate Administrator shall prepare and file on
behalf of the Trust a Form 10-K, in form and substance as required by the Exchange Act. Each such
Form 10-K shall include the following items, in each case to the extent they have been delivered to
the Certificate Administrator in the form required by this Agreement and within the applicable time
frames set forth in this Agreement:




     (i) an annual compliance statement for each Certifying Servicer and each Additional
Servicer engaged by each Certifying Servicer as set forth under Section 10.09,




     (ii) (A) the annual reports on assessment of compliance with Servicing Criteria for each
Reporting Servicer, as set forth under Section 10.10, and



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     (B) if any such report on assessment of compliance with Servicing Criteria
described under Section 10.10 identifies any material instance of
noncompliance, disclosure identifying such instance of noncompliance, or if such
report on assessment of compliance with Servicing Criteria described under
Section 10.10 is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an
explanation as to why such report is not included,




     (iii) (A) the registered public accounting firm attestation report for each Reporting
Servicer, as set forth under Section 10.11, and




     (B) if any registered public accounting firm attestation report described
under Section 10.11 identifies any material instance of noncompliance,
disclosure identifying such instance of noncompliance, or if any such registered
public accounting firm attestation report is not included as an exhibit to such
Form 10-K, disclosure that such report is not included and an explanation as to why
such report is not included, and




     (iv) a certification in the form attached hereto as Exhibit V-3, with such
changes as may be necessary or appropriate as a result of changes promulgated by the
Commission (the “Sarbanes-Oxley Certification”), which shall, except as set forth
below, be signed by the senior officer of the Depositor in charge of securitization.


          Any disclosure or information in addition to (i) through (iv) above that is required to be included
on Form 10-K (“Additional Form 10-K Disclosure”) shall, pursuant to the following
paragraph, be reported by the parties set forth on Exhibit V-2 to the Depositor and the
Certificate Administrator and approved by the Depositor, and the Certificate Administrator shall
have no duty or liability for any failure hereunder to determine or prepare any Additional Form
10-K Disclosure (other than such Additional Form 10-K Disclosure which is to be reported by it as
set forth on Exhibit V-2), absent such reporting, direction and approval.


          For so long as the Trust is subject to the reporting requirements of the Exchange Act, no later
than March 7th of each year subsequent to the fiscal year that the Trust is subject to
the Exchange Act reporting requirements, commencing in 2012, (i) the parties listed on Exhibit
V-2 hereto shall be required to provide to the Certificate Administrator and the Depositor, to
the extent a Servicing Officer or a Responsible Officer, as the case may be, thereof has actual
knowledge (other than Item 1117 of Regulation AB as to such party which shall be reported if
actually known by any Servicing Officer or Responsible Officer, as the case may be or any lawyer in
the in-house legal department of such party), in EDGAR-compatible format (to the extent available
to such party in such format) or in such other format as otherwise agreed upon by the Certificate
Administrator and the Depositor and such providing parties, the form and substance of any
Additional Form 10-K Disclosure described on Exhibit V-2 applicable to such party, (ii) the
parties listed on Exhibit V-2 hereto shall include with such Additional Form 10-K
Disclosure applicable to such party and shall use its commercially reasonable efforts to cause each
Sub-Servicers or Subcontractors of such party to the extent required under Regulation AB to
provide, and if received, include, an Additional Disclosure Notification in the form attached
hereto as Exhibit X, and (iii) the Depositor will approve, as to form and substance, or
disapprove,



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as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Certificate Administrator has no duty under this
Agreement to monitor or enforce the performance by the parties listed on Exhibit V-2 of
their duties under this paragraph or proactively solicit or procure from such parties any
Additional Form 10-K Disclosure information. The Depositor will be responsible for any reasonable
fees assessed and expenses incurred by the Certificate Administrator in connection with including
any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph. Any notice delivered
to the Certificate Administrator pursuant to this paragraph shall be delivered by facsimile to
(212) 816-5522 and by email to John.Hannon@citi.com, or such other address as may hereafter be
furnished by the Certificate Administrator to the other parties in writing



          After preparing the Form 10-K, the Certificate Administrator shall forward electronically a draft
copy of the Form 10-K to the Depositor for review no later than the end of business on March
23rd or, if such day is not a Business Day, on the immediately following Business Day.
No later than 5:00 p.m. (New York City time) EST on the third Business Day prior to the 10-K Filing
Deadline, an officer of the Depositor shall sign the Form 10-K and return an electronic or fax copy
of such signed Form 10-K (with an original executed hard copy to follow by overnight mail) to the
Certificate Administrator. If a Form 10-K cannot be filed on time or if a previously filed Form
10-K needs to be amended, the Certificate Administrator shall follow the procedures set forth in
Section 10.03(b). Promptly after filing with the Commission, the Certificate Administrator
shall make available on the Certificate Administrator’s Website a final executed copy of each Form
10-K prepared and filed by the Certificate Administrator. The signing party at the Depositor can
be contacted at CCRE Commercial Mortgage Securities, L.P., 110 East 59th Street, New York, New York
10022, Attention: Anthony Orso, with a copy to: Jill Weinstein, email: jweinstein@cantor.com. The
parties to this Agreement acknowledge that the performance by the Certificate Administrator of its
duties under this Section 10.05 related to the timely preparation and filing of Form 10-K
is contingent upon the parties to this Agreement (and any Additional Servicer or Servicing Function
Participant engaged or utilized, as applicable, by any such parties) observing all applicable
deadlines in the performance of their duties under this Article X. The Certificate
Administrator shall have no liability for any loss, expense, damage, claim arising out of or with
respect to any failure to properly prepare, arrange for execution and/or timely file such Form
10-K, where such failure results from the Certificate Administrator’s inability or failure to
receive, on a timely basis, any information from the parties to this Agreement (or any Sub-Servicer
or Servicing Function Participant engaged by any such parties) needed to prepare, arrange for
execution or file such Form 10-K on a timely basis, not resulting from its own negligence, bad
faith or willful misconduct. Any notices or draft Form 10-K delivered to the Depositor pursuant to
this Section 10.05 shall be delivered by email to CCRE_Filings@cantor.com, or such other
address as may hereafter be furnished by the Depositor to the other parties in writing.


          If a Form 10-K is permitted to be filed notwithstanding any missing information for inclusion
therein, the Certificate Administrator shall nonetheless file such Form 10-K and, if Regulation AB
(or Form 10-K itself) permits the inclusion of an explanation why such information is missing, the
Certificate Administrator shall include such explanation of the circumstances (such explanation to
be based solely on such notice regarding the same as may have been delivered to the Certificate Administrator by the person responsible for the
missing information).



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          Section 10.06 Sarbanes-Oxley Certification. Each Form 10-K shall include a Sarbanes-Oxley
Certification in the form attached as Exhibit V-3 required to be included therewith
pursuant to the Sarbanes-Oxley Act. Each Reporting Servicer shall provide, and each Reporting
Servicer shall (a) use commercially reasonable efforts to cause each Servicing Function Participant
(other than any party to this Agreement) with which it has entered into a servicing relationship on
or prior to the Closing Date with respect to the Mortgage Loans and (b) cause each Servicing
Function Participant (other than any party to this Agreement) with which it has entered into a
servicing relationship after the Closing Date with respect to the Mortgage Loans to provide, to the
Person who signs the Sarbanes-Oxley Certification (the “Certifying Person”), by noon (New
York City time) on March 15th (with no grace period) of each year subsequent to the
fiscal year in which the Trust is subject to the reporting requirements of the Exchange Act, a
certification in the form attached hereto as Exhibit Q-1, Q-2, Q-3,
Q-4 and Q-5, as applicable (the “Performance Certification”), on which the
Certifying Person, the entity for which the Certifying Person acts as an officer, and such entity’s
officers, directors and Affiliates (collectively with the Certifying Person, the “Certification
Parties”) can reasonably rely.


          Each Performance Certification shall include a reasonable reliance provision enabling the
Certification Parties to rely upon each (i) annual compliance statement (as applicable) provided
pursuant to Section 10.09, (ii) annual report on assessment of compliance with Servicing
Criteria provided pursuant to Section 10.10 and (iii) registered public accounting firm
attestation report provided pursuant to Section 10.11 and shall include a certification
that each such annual report on assessment of compliance discloses any material instances of
noncompliance described to the registered public accountants of such Reporting Servicer to enable
such accountants to render the attestation provided for in Section 10.11.


          In addition, if any Companion Loan is deposited into a commercial mortgage securitization (an
“Other Securitization”), each Reporting Servicer shall provide to the Person who signs the
Sarbanes-Oxley back-up certification with respect to such Other Securitization a certification
(which shall address the matters contained in the Sarbanes-Oxley Certification, but solely with
respect to the related Companion Loan) on which such Person, the entity for which the Person acts
as an officer (if the Person is an individual), and such entity’s officers, directors and
Affiliates can reasonably rely. The senior officer in charge of securitization for the Depositor
shall serve as the Certifying Person on behalf of the Trust and may be contacted at CCRE Commercial
Mortgage Securities, L.P., 110 East 59th Street, New York, New York 10022, Attention: Anthony Orso,
with a copy to: Jill Weinstein, email: jweinstein@cantor.com. If any Reporting Servicer is
terminated or resigns pursuant to the terms of this Agreement, or any applicable sub-servicing
agreement or primary servicing agreement, as the case may be, such Reporting Servicer shall provide
a certification to the Certifying Person pursuant to this Section 10.06 with respect to the period of time it was subject to this Agreement or
the applicable sub-servicing or primary servicing agreement, as the case may be.


          Section 10.07 Form 8-K Filings. Within four (4) Business Days after the occurrence of an
event requiring disclosure on Form 8-K (each such event, a “Reportable Event”), and if
requested by the Depositor, the Certificate Administrator shall prepare and file on behalf of the
Trust any Form 8-K, as required by the Exchange Act, provided that the Depositor shall file the
initial Form 8-K in connection with the issuance of the Certificates. Any disclosure or
information related to a Reportable Event or that is otherwise required to be included on Form



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8-K (“Form 8-K Disclosure Information”) shall, pursuant to the following paragraph be reported
by the parties set forth on Exhibit V-4 to the Depositor and the Certificate Administrator
(and with respect to any Split-Loan that is deposited into an Other Securitization, the depositor
and the trustee in such Other Securitization) and approved by the Depositor. The Certificate
Administrator shall have no duty or liability for any failure hereunder to determine or prepare any
Form 8-K Disclosure Information or any Form 8-K, absent such reporting, direction and approval.



          For so long as the Trust, and, with respect to any Split-Loan, the trust in the related Other
Securitization, are subject to the reporting requirements of the Exchange Act, to the extent a
Servicing Officer or Responsible Officer thereof has actual knowledge of such event (other than
Item 1117 of Regulation AB as to such party which shall be reported if actually known by any
Servicing Officer or Responsible Officer, as the case may be, or any lawyer in the in-house legal
department of such party), no later than Noon (New York City time) on the second Business Day after
the occurrence of a Reportable Event (i) the parties set forth on Exhibit V-4 hereto shall
be required to provide to the Depositor (and with respect to any Split-Loan that is deposited into
an Other Securitization, the depositor and the trustee in such Other Securitization) and the
Certificate Administrator, to the extent known by such applicable parties, in EDGAR-compatible
format (to the extent available to such party in such format) or in such other format as otherwise
agreed upon by the Depositor, the Certificate Administrator and such providing parties any Form 8-K
Disclosure Information described on Exhibit V-4 as applicable to such party, if applicable
(ii) the parties listed on Exhibit V-4 hereto shall include with such Form 8-K Disclosure
Information applicable to such party and shall use its commercially reasonable efforts to cause
each Sub-Servicer or Subcontractor of such party to the extent required under Regulation AB to
provide, and if received, include, an Additional Disclosure Notification in the form attached
hereto as Exhibit X, and (iii) the Depositor will approve, as to form and substance, or
disapprove, as the case may be, the inclusion of the Form 8-K Disclosure Information on Form 8-K.
The Certificate Administrator has no duty under this Agreement to monitor or enforce the
performance by the parties listed on Exhibit V-4 of their duties under this paragraph or
proactively solicit or procure from such parties any Form 8-K Disclosure Information. The Depositor
will be responsible for any reasonable fees assessed or expenses incurred by the Certificate
Administrator in connection with including any Form 8-K Disclosure Information on Form 8-K pursuant
to this paragraph. Any notice delivered to the Certificate Administrator pursuant to this paragraph
shall be delivered by facsimile to (212) 816-5522 and by email to John.Hannon@citi.com, or such
other address as may hereafter be furnished by the Certificate Administrator to the other parties
in writing.


          After preparing the Form 8-K, the Certificate Administrator shall forward electronically a copy of
the Form 8-K to the Depositor for review no later than the noon (New York City time) on the third
Business Day after the Reportable Event (but in no event earlier than 24 hours after having
received approved Form 8-K Disclosure Information pursuant to the immediately preceding paragraph).
Promptly, but no later than the close of business on the third Business Day after the Reportable
Event, the Depositor shall notify the Certificate Administrator in writing (which may be furnished
electronically) of any changes to or approval of such Form 8-K. No later than noon on the fourth
Business Day after the Reportable Event, a duly authorized representative of the Depositor shall
sign the Form 8-K and return an electronic or fax copy of such signed Form 8-K (with an original
executed hard copy to follow by overnight mail) to the



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Certificate Administrator. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Certificate
Administrator shall follow the procedures set forth in Section 10.03(b). Promptly after
filing with the Commission, the Certificate Administrator shall make available on its internet
website a final executed copy of each Form 8-K, to the extent such Form 8-K has been prepared and
filed by the Certificate Administrator. The signing party at the Depositor can be contacted at
CCRE Commercial Mortgage Securities, L.P., 110 East 59th Street, New York, New York 10022,
Attention: Anthony Orso, with a copy to: Jill Weinstein, email: jweinstein@cantor.com. The parties
to this Agreement acknowledge (and each Additional Servicer and each Servicing Function Participant
shall be required to acknowledge) that the performance by the Certificate Administrator of its
duties under this Section 10.07 related to the timely preparation and filing of Form 8-K is
contingent upon such parties (and, to the extent applicable, any Additional Servicer or Servicing
Function Participant) observing all applicable deadlines in the performance of their duties under
this Section 10.07. The Certificate Administrator shall have no liability for any loss,
expense, damage, claim arising out of or with respect to any failure to properly prepare and/or
timely file such Form 8-K, where such failure results from the Certificate Administrator’s
inability or failure to receive, on a timely basis, any information from any other party to this
Agreement needed to prepare, arrange for execution or file such Form 8-K, not resulting from its
own negligence, bad faith or willful misconduct. Any notices or draft Form 8-K delivered to the
Depositor pursuant to this Section 10.07 shall be delivered by email to
CCRE_Filings@cantor.com, or such other address as may hereafter be furnished by the Depositor to
the other parties in writing.



          Notwithstanding the second preceding paragraph, the Master Servicer, the Special Servicer, the
Operating Advisor, the Certificate Administrator, the Trustee, each Sub-Servicer and each Servicing
Function Participant, shall promptly notify (and the Master Servicer, the Special Servicer, the
Certificate Administrator, the Trustee, each Sub-Servicer and each Servicing Function Participant
shall (a) use commercially reasonable efforts to cause each Sub-Servicer and each Servicing
Function Participant (other than any party to this Agreement) with which it has entered into a
servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans and (b)
cause each Sub-Servicer and each Servicing Function Participant (other than any party to this
Agreement) with which it has entered into a servicing relationship after the Closing Date with respect to the
Mortgage Loans, to promptly notify) the Depositor and the Certificate Administrator, but in no
event later than noon on the 2nd Business Day after its occurrence, of any Reportable
Event of which it has actual knowledge to the extent such party is identified as a “Responsible
Party” on Exhibit V-4 with regard to such Reportable Event


          Section 10.08 Suspension of Exchange Act Filings.


          On or before January 30 of the first year in which the Certificate Administrator is able to do so
under applicable law, the Certificate Administrator, at the direction of the Depositor, shall
prepare and file any form necessary to be filed with the Commission to suspend reporting in respect
of the Trust under the Exchange Act. After the filing of any such form, the obligations of the
parties to this Agreement under Sections 10.02(a), 10.02(a),
10.02(a), 10.04, 10.05, 10.06 and
10.07 shall be suspended for so long as neither the Trust nor, with respect to any Companion Loan,
the trust in the related Other Securitization, is subject to the reporting requirements of the
Exchange Act. The Certificate Administrator shall provide each Reporting Servicer with prompt
written notice (which notice may be sent via facsimile or by email) if the




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Certificate Administrator files any such forms that effectuates the suspension of the
Trust’s Exchange Act reporting obligations pursuant to this Section 10.08.




          Section 10.09 Annual Compliance Statements.The Master Servicer, the Special
Servicer, the Operating Advisor, the Certificate Administrator and the Trustee (each, a
“Certifying Servicer”) shall (and the Master Servicer, the Special Servicer, the
Certificate Administrator and the Trustee shall (a) use commercially reasonable efforts to cause
each Additional Servicer and each Sub-Servicer with which it has entered into a servicing
relationship on or prior to the Closing Date with respect to the Mortgage Loans and (b) cause each
Additional Servicer and each Sub-Servicer with which it has entered into a servicing relationship
after the Closing Date with respect to the Mortgage Loans, to) deliver electronically to the
Depositor, the Certificate Administrator (who shall promptly upon receipt post it to the
Certificate Administrator’s Website pursuant to Section 4.02) and the 17g-5 Information
Provider (who shall promptly post it to the 17g-5 Information Provider’s Website pursuant to
Section 11.14), with a copy to the Controlling Class Representative (during any Subordinate
Control Period and any Collective Consultation Period) and solely in the case of the Special
Servicer to the Operating Advisor (during any Collective Consultation Period and any Senior
Consultation Period) on or before March 15th with respect to any Certifying Servicer or
on or before March 7th, with respect to any Additional Servicer and each Sub-Servicer,
or if any such day is not a Business Day, the immediately preceding Business Day (with no cure
period), with respect to the Master Servicer, the Special Servicer, the Operating Advisor or the
Certificate Administrator, of each year, commencing in March 2012, an Officer’s Certificate
stating, as to the signer thereof, that (A) a review of such Certifying Servicer’s or Additional
Servicer’s, as the case may be, servicing activities during the preceding calendar year or portion
thereof and of such Certifying Servicer’s or Additional Servicer’s, as the case may be, performance
under this Agreement, or the applicable sub-servicing agreement or primary servicing agreement in
the case of an Additional Servicer, has been made under such officer’s supervision and (B) to the
best of such officer’s knowledge, based on such review, such Certifying Servicer or Additional
Servicer’s, as the case may be, has fulfilled all its obligations under this Agreement, or the
applicable sub-servicing agreement or primary servicing agreement in the case of an Additional
Servicer, in all
material respects throughout such year or portion thereof, or, if there has been a failure to
fulfill any such obligation in any material respect, specifying each such failure known to such
officer and the nature and status thereof. Each Certifying Servicer shall, and the Master
Servicer, the Special Servicer, the Certificate Administrator and the Trustee shall (a) use
commercially reasonable efforts to cause each Additional Servicer and each Sub-Servicer with which
it has entered into a servicing relationship on or prior to the Closing Date with respect to the
Mortgage Loans to, and (b) cause each Additional Servicer and each Sub-Servicer with which it has
entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans to,
forward a copy of each such statement to the Rating Agencies (subject to Section 11.14) and
the Controlling Class Representative (during any Subordinate Control Period and any Collective
Consultation Period). Promptly after receipt of each such Officer’s Certificate, the Depositor
and, if applicable, the depositor under any Other Securitization with respect to any applicable
Companion Loan, shall have the right to review such Officer’s Certificate and, if applicable,
consult with each Certifying Servicer, as applicable, as to the
nature of any failures by such Certifying Servicer in the fulfillment of any of the Certifying
Servicer’s obligations hereunder, or any failures by an Additional Servicer retained by such
Certifying Servicer in the fulfillment of any of such Additional Servicer’s obligations under the
applicable sub-servicing or primary



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servicing agreement. The obligations of each Certifying
Servicer under this Section apply to each Certifying Servicer that serviced a Mortgage Loan during
the applicable period, whether or not the Certifying Servicer is acting in such capacity at the
time such Officer’s Certificate is required to be delivered. None of the Certifying Servicers or
any Additional Servicer or any Sub-Servicer shall be required to deliver, or to endeavor to cause
the delivery of, any such Officer’s Certificate until April 15, in the case of a Certifying
Servicer, or April 1, in the case of any Additional Servicer or any Sub-Servicer, in any given year
so long as it has received written confirmation from the Certificate Administrator that a Form 10-K
is not required to be filed in respect of the Trust for the preceding calendar year.




          If any Companion Loan is deposited into an Other Securitization, each Certifying Servicer, to
the extent applicable, shall provide (within the time periods provided for under the pooling and
servicing agreement related to such Other Securitization to permit the related party thereunder to
comply with its reporting obligations thereunder), if requested by a party to the pooling and
servicing agreement related to such Other Securitization, an Officer’s Certificate as set forth in
this Section.




          Section 10.10 Annual Reports on Assessment of Compliance with Servicing
Criteria. (a) On or before March 15th of each year, or if such day is not a Business
Day, the immediately preceding Business Day (with no cure period), commencing in March 2012, the
Master Servicer, the Special Servicer (regardless of whether the Special Servicer has commenced
special servicing of any Mortgage Loan), the Certificate Administrator, the Operating Advisor and
the Trustee, each at its own expense, shall furnish electronically (and each of the preceding
parties, as applicable, shall (a) use commercially reasonable efforts to cause, by March
7th, each Servicing Function Participant (other than a party to this Agreement) with
which it has entered into a servicing relationship on or prior to the Closing Date with respect to
the Mortgage Loans (including, without limitation, any Seller Sub-Servicers) and (b) cause, by
March 7th, each Servicing Function Participant (other than a party to this Agreement)
with which it has entered into a servicing relationship after the Closing Date with respect to the
Mortgage Loans, to furnish, each at its own expense), to the Depositor, the Trustee, the Operating
Advisor (in the case of the Special Servicer), the Certificate Administrator (who shall promptly upon receipt
post it to the Certificate Administrator’s Website pursuant to Section 4.02) and the 17g-5
Information Provider (who shall promptly post it to the 17g-5 Information Provider’s Website
pursuant to Section 11.14), with a copy to the Controlling Class Representative (during any
Subordinate Control Period and any Collective Consultation Period), a report on an assessment of
compliance with the Relevant Servicing Criteria that contains (A) a statement by such Reporting
Servicer of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a
statement that such Reporting Servicer used the Servicing Criteria to assess compliance with the
Relevant Servicing Criteria, (C) such Reporting Servicer’s assessment of compliance with the
Relevant Servicing Criteria as of and for the period ending the end of the fiscal year covered by
the Form 10-K required to be filed pursuant to Section 10.05, including, if there has been
any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each
such failure and the nature and status thereof, and (D) a statement that a registered public accounting
firm has issued an attestation report on such Reporting Servicer’s assessment of compliance with
the Relevant Servicing Criteria as of and for such period.




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          Each such report shall be addressed to the Depositor (if addressed) and signed by an
authorized officer of the applicable company. Promptly after receipt of each such report on
assessment of compliance, (i) the Depositor and, if applicable, the depositor under any pooling and
servicing agreement related an Other Securitization, shall have the right to review each such
report and, if applicable, consult with the Master Servicer, the Special Servicer, the Certificate
Administrator, the Operating Advisor, the Trustee and any Servicing Function Participant as to the
nature of any material instance of noncompliance with the Relevant Servicing Criteria by the Master
Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Trustee
or any Servicing Function Participant, respectively, and (ii) the Certificate Administrator shall
confirm that the assessments taken individually address the Relevant Servicing Criteria for each
party as set forth on Exhibit O and notify the Depositor of any exceptions. None of the
Master Servicer, the Special Servicer, the Operating Advisor, the Trustee or any Servicing Function
Participant shall be required to deliver, or to endeavor to cause the delivery of, any such reports
until April 15 in the case of the Master Servicer, the Special Servicer, the Operating Advisor or
the Trustee, or April 1 in the case of any Servicing Function Participant, in any given year so
long as it has received written confirmation from the Certificate Administrator that a Form 10-K is
not required to be filed in respect of the Trust for the preceding calendar year. If any Reporting
Servicer is terminated or resigns pursuant to the terms of this Agreement, or any applicable
Sub-Servicing Agreement or primary servicing agreement, as the case may be, such Reporting Servicer
shall provide the reports and statements pursuant to this Section 10.10 with respect to the
period of time it was subject to this Agreement or the applicable Sub-Servicing Agreement or
primary servicing agreement, as the case may be. The parties hereto acknowledge that a material
instance of noncompliance with the Relevant Servicing Criteria reported on an assessment of
compliance pursuant to this Section 10.10 by the Master Servicer, the Special Servicer, the
Certificate Administrator, the Operating Advisor or the Trustee shall not, as a result of being so
reported, in and of itself, constitute a breach of such parties’ obligations, as applicable, under
this Agreement unless otherwise provided for in this Agreement.




          (b) On the Closing Date, the Master Servicer, the Special Servicer the Certificate
Administrator, the Operating Advisor and the Trustee each acknowledge and agree that Exhibit
O sets forth the Relevant Servicing Criteria for such party.




          (c) No later than the end of each fiscal year for the Trust, the Master Servicer, the
Special Servicer, the Operating Advisor and the Trustee shall notify the Certificate Administrator
and the Depositor as to the name of each Servicing Function Participant (pursuant to Item
1108(a)(2) of Regulation AB) utilized by it, and the Certificate Administrator shall notify the
Depositor as to the name of each Servicing Function Participant utilized by it, and each such
notice shall specify what specific Servicing Criteria will be addressed in the report on assessment
of compliance prepared by such Servicing Function Participant. When the Master Servicer, the
Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee submit their
assessments pursuant to Section 10.10(a), the Master Servicer, the Special Servicer, the
Operating Advisor, the Certificate Administrator and the Trustee, as
applicable, shall also at such time include the assessment (and related attestation pursuant
to Section 10.11) of each Servicing Function Participant engaged by it.




          (d) If any Companion Loan is deposited into an Other Securitization, each of the Master
Servicer, the Special Servicer (regardless of whether the Special Servicer has






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commenced special
servicing of any Mortgage Loan), the Operating Advisor, the Certificate Administrator and the
Trustee, each at its own expense, shall furnish (and each of the preceding parties, as applicable,
shall (a) use commercially reasonable efforts to cause each Servicing Function Participant (other
than a party to this Agreement) with which it has entered into a servicing relationship on or prior
to the Closing Date with respect to the Mortgage Loans and (b) cause each Servicing Function
Participant (other than a party to this Agreement) with which it has entered into a servicing
relationship after the Closing Date with respect to the Mortgage Loans, to furnish, each at its own
expense), if requested by a party to the pooling and servicing agreement related to such Other
Securitization, an annual report on assessment of compliance as set forth in this Section and an
attestation as set forth in Section 10.11.




          Section 10.11
Annual Independent Public Accountants’ Servicing Report. On or before
March 15th of each year, or if such day is not a Business Day, the immediately preceding
Business Day (with no cure period), commencing in March 2012, the Master Servicer, the Special
Servicer, the Certificate Administrator, the Operating Advisor and the Trustee, each at its own
expense, shall cause (and each of the preceding parties, as applicable, shall (a) use commercially
reasonable efforts to cause, by March 7th, each Servicing Function Participant (other
than a party to this Agreement) with which it has entered into a servicing relationship on or prior
to the Closing Date with respect to the Mortgage Loans (including, without limitation, the Seller
Sub-Servicers listed on Exhibit Y hereto) and (b) cause, by March 7th, each
Servicing Function Participant (other than a party to this Agreement) with which it has entered
into a servicing relationship after the Closing Date with respect to the Mortgage Loans, to cause,
each at its own expense) a registered public accounting firm (which may also render other services
to the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor,
the Trustee, such Sub-Servicer or such other Servicing Function Participant, as the case may be)
that is a member of the American Institute of Certified Public Accountants to furnish
electronically a report to the Depositor, the Trustee, the Certificate Administrator (who shall
promptly upon receipt post it to the Certificate Administrator’s Website pursuant to Section
4.02) and the 17g-5 Information Provider (who shall promptly post it to the 17g-5 Information
Provider’s Website pursuant to Section 11.14), with a copy to the Controlling Class
Representative (during any Subordinate Control Period and any Collective Consultation Period),
solely in the case of the Special Servicer to the Operating Advisor (during any Collective
Consultation Period and any Senior Consultation Period), to the effect that (i) it has
obtained a representation regarding certain matters from the management of such Reporting Servicer,
which includes an assessment from such Reporting Servicer of its compliance with the Relevant
Servicing Criteria, and (ii) on the basis of an examination conducted by such firm in accordance
with standards for attestation engagements issued or adopted by the Public Accounting Oversight
Board, it is expressing an opinion as to whether such Reporting Servicer’s compliance with the
Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an
overall opinion regarding such Reporting Servicer’s assessment of compliance with the Relevant
Servicing Criteria. If an overall opinion cannot be expressed, such registered public accounting
firm shall state in such report why it was unable to express such an opinion. Each such
related accountant’s attestation report shall be made in accordance with Rules 1-02(a)(3) and
2-02(g) of Regulation S-X under the Act and the Exchange Act. Such report must be available for
general use and not contain restricted use language




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          Promptly after receipt of such report from the Master Servicer, the Special Servicer, the
Certificate Administrator, the Operating Advisor or the Trustee (or any Sub-Servicer or Servicing
Function Participant with which the Master Servicer, the Special Servicer, the Certificate
Administrator, the Operating Advisor or the Trustee has entered into a servicing relationship with
respect to the Mortgage Loans (other than a party to this Agreement)), (i) the Depositor and, if
applicable, the depositor related to any Other Securitization, shall have the right to review the
report and, if applicable, consult with the Master Servicer, the Special Servicer, the Certificate
Administrator, the Operating Advisor, the Trustee, any Sub-Servicer or any such Servicing Function
Participant as to the nature of any material instance of noncompliance by the Master Servicer, the
Special Servicer, the Certificate Administrator, the Operating Advisor, the Trustee or any such
Servicing Function Participant with the Servicing Criteria applicable to such Person, and (ii) the
Certificate Administrator shall confirm that each assessment submitted pursuant to Section
10.10 is coupled with an attestation meeting the requirements of this Section and notify the
Depositor of any exceptions. The Master Servicer, the Special Servicer, the Certificate
Administrator, the Operating Advisor, the Trustee or any Servicing Function Participant shall not
be required to deliver, or to endeavor to cause the delivery of, such reports until April 15 in the
case of the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating
Advisor or the Trustee (if applicable), or April 1, in the case of any Servicing Function
Participant, in any given year so long as it has received written confirmation from the Certificate
Administrator that a Form 10-K is not required to be filed in respect of the Trust for the
preceding fiscal year.




          Section 10.12
Indemnification. Each of the Master Servicer, the Special Servicer,
the Trustee, the Certificate Administrator and the Operating Advisor (each an “Indemnifying
Party”) shall indemnify and hold harmless each Certification Party and its affiliates (and,
with respect only to clauses (a)(ii) and (a)(iii) below, any comparable party in an
Other Securitization), their respective directors and officers, and each other person who controls
any such entity within the meaning of either Section 15 of the Securities Act or Section 20 of the
Exchange Act (each a “Certification Indemnitee”), against any and all expenses, losses,
claims, damages and other liabilities, including without limitation the costs of investigation,
legal defense and any amounts paid in settlement of any claim or litigation arising out of or based
upon (i) the failure of such Indemnifying Party to perform its obligations under this Article
X and (ii) the failure of any Servicing Function Participant or Additional Servicer retained by
it (other than a Seller Sub-Servicer) to perform its obligations to the Depositor (or any
depositor related to any Other Securitization which owns any Companion Loan) or the Certificate
Administrator (or any trustee or certificate administrator related to any Other Securitization
which owns any Companion Loan) under this Article X by the time required after giving
effect to any applicable grace period and cure period or (iii) negligence, bad faith or willful
misconduct on the part of the Indemnifying Party in the performance of such obligations. The
Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor and the
Trustee shall (a) use commercially
reasonable efforts to cause each Additional Servicer (other than a party to this Agreement)
with which it has entered into a servicing relationship on or prior to the Closing Date with
respect to the Mortgage Loans and (b) cause each Additional Servicer (other than a party to this
Agreement) with which it has entered into a servicing relationship after the Closing Date with
respect to the Mortgage Loans, to indemnify and hold harmless each Certification Party (and any
comparable party in an Other Securitization) from and against any losses, damages, penalties,
fines, forfeitures, legal fees and expenses and related costs, judgments





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and other costs and expenses incurred by such Certification Party arising out of (i) a breach of its obligations to
provide any of the annual compliance statements or annual assessment of servicing criteria or
attestation reports pursuant to this Agreement, or the applicable sub-servicing or primary
servicing agreement, as applicable, or (ii) negligence, bad faith or willful misconduct on its part
in the performance of such obligations thereunder.




          If the indemnification provided for herein is unavailable or insufficient to hold harmless any
Certification Party, then the Master Servicer, the Special Servicer, the Operating Advisor, the
Trustee and the Certificate Administrator, each Additional Servicer or other Servicing Function
Participant (the “Performing Party”) shall (and the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor and the Trustee shall (a) use commercially
reasonable efforts to cause each Additional Servicer or other Servicing Function Participant with
which it has entered into a servicing relationship on or prior to the Closing Date with respect to
the Mortgage Loans (other than a party to this Agreement) and (b) cause each Additional Servicer or
other Servicing Function Participant with which it has entered into a servicing relationship after
the Closing Date with respect to the Mortgage Loans (other than a party to this Agreement), to)
contribute to the amount paid or payable to the Certification Party as a result of the losses,
claims, damages or liabilities of the Certification Party in such proportion as is appropriate to
reflect the relative fault of the Certification Party on the one hand and the Performing Party on
the other in connection with a breach of the Performing Party’s obligations pursuant to this
Article X (or breach of its representations or obligations under the applicable
sub-servicing or primary servicing agreement to provide any of the annual compliance statements or
annual servicing criteria compliance reports or attestation reports or otherwise comply with the
requirements of this Article X) or the Performing Party’s negligence, bad faith or willful
misconduct in connection therewith. The Master Servicer, the Special Servicer, the Operating
Advisor, the Certificate Administrator and the Trustee shall (a) use commercially reasonable
efforts to cause each Additional Servicer or Servicing Function Participant with which it has
entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage
Loans (other than a party to this Agreement) and (b) cause each Additional Servicer or Servicing
Function Participant with which it has entered into a servicing relationship after the Closing Date
with respect to the Mortgage Loans (other than a party to this Agreement), to agree to the
foregoing indemnification and contribution obligations




          Section 10.13 Amendments. This Article X (and the related Exhibits
references in this Article X) may be amended by the parties hereto pursuant to Section
11.07 for purposes of complying with Regulation AB and/or to conform to standards developed
within the commercial mortgage-backed securities market and the Sarbanes-Oxley Act or for purposes
of designating the Certifying Person without any Opinions of Counsel, Officer’s Certificates, No
Downgrade Confirmations or the consent of any Certificateholder, notwithstanding anything to the
contrary contained in this Agreement; provided, however, that the reports (or
substantially similar reports) required to be delivered pursuant to Sections 10.09, 10.10
and 10.11 shall continue to be required regardless of any amendment to this Agreement.





          Section 10.14 Regulation AB Notices.With respect to any notice required to be
delivered by the Certificate Administrator to the Depositor pursuant to this Article X, the
Certificate Administrator may deliver such notice, notwithstanding any contrary provision in
Section 11.04, via facsimile to CCRE Commercial Mortgage Securities, L.P., 110 East 59th



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Street, New York, New York 10022, Attention: Anthony Orso, with a copy to: Jill Weinstein, email:
jweinstein@cantor.com.



          Section 10.15 Significant Obligors.It is hereby acknowledged that the Mortgaged
Property securing the RiverTown Crossings Mall Mortgage Loan and the Mortgaged Property securing
the Plaza Mexico Mortgage Loan are Significant Obligors, and, accordingly, Item 6 of Form 10-D and
Item 1112(b)(1) of Form 10-K provide for the inclusion of updated net operating income for the
related Mortgaged Properties, as required by Item 1112(b)(1) of Regulation AB, on each Form 10-D to
be filed by the Trust with respect to a Distribution Date immediately following the date in which
each financial statement of the related Significant Obligor is required to be delivered to the
lender under the related Mortgage Loan documents (which is (i) with respect to RiverTown Crossings
Mall Mortgage Loan forty-five (45) days following the end of each calendar quarter or ninety (90)
days following the end of each calendar year, as applicable, as set forth in Sections 5.13 and
5.12, respectively, of the related loan agreement as in effect on the date hereof and (ii) with
respect to the Plaza Mexico Mortgage Loan thirty (30) days following the end of each calendar
quarter or seventy-five (75) days following the end of each calendar year, as applicable, as set
forth in Section 5.1.11(f) of the related loan agreement as in effect on the date hereof) or on
each Form 10-K filed by the Trust, as applicable. After receipt of the updated net operating income
information, the Master Servicer shall update the following columns of the CREFC Loan Periodic
Update File for (a) the next applicable Distribution Date if the Master Servicer receives the
updated net operating income information on or before the close of business on the tenth (10th)
Business Days prior to the related Determination Date or (b) the subsequent Distribution Date if
the Master Servicer receives the updated net operating income information after the close of
business on the tenth (10th) Business Day prior to the related Determination Date: BB, BP, BT and
BU (corresponding fields 54 — “Preceding Fiscal Year NOI,” 68 — “Most Recent NOI,” 72 — “Most
Recent Financial As of Start Date” and 73 — “Most Recent Financial As of End Date”), as such
column references and field numbers may change from time to time.



          If the Master Servicer does not receive financial information satisfactory to comply with Item
6 of Form 10-D or Item 1112(b)(1) of Form 10-K, as the case may be, of any Significant Obligor with
respect to the related Mortgage Loan within ten (10) Business Days after the date such financial
information is required to be delivered under the related Mortgage
Loan documents, the Master Servicer shall notify the Depositor (or the Master Servicer shall
cause a Sub-Servicer to notify the Depositor) that it has not received such information. The Master
Servicer shall use efforts consistent with the Servicing Standard (taking into account, in
addition, the ongoing reporting obligations of the Depositor under the Exchange Act) to obtain the
periodic financial statements of the related Mortgagor under the related Mortgage Loan documents.



          The Master Servicer shall (or shall cause a Sub-Servicer to) retain written evidence of each
instance in which it (or a Sub-Servicer) attempts to contact the Mortgagor with respect to the
Mortgage Loan related to the applicable Significant Obligor to obtain the required financial
information and is unsuccessful and, within five (5) Business Days prior to the date in which a
Form 10-D or Form 10-K, as applicable, is required to be filed by the Trust, shall forward an
Officer’s Certificate evidencing its attempts to obtain this information to the Certificate
Administrator and the Depositor. This Officer’s Certificate should be addressed to the






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Certificate Administrator as follows: Citibank, N.A., 388 Greenwich Street, 14th Floor, New York, New York
10013, Attention: Global Transaction Services — CFCRE 2011-C2, Attention: John Hannon, or e-mailed
to John.Hannon@citi.com.




          If the Certificate Administrator has not received financial information satisfactory to comply
with Item 6 of Form 10-D or Item 1112(b)(1) of Form 10-K, as the case may be, it shall include the
following statement with respect to Item 6 on the related Form 10-D or Item 1112(b)(1) on the
related Form 10-K: “The information required for this [Item 6] [Item 1112(b)(1)] rests with a
person or entity which is not affiliated with the registrant. Oral and written requests have been
made on behalf of the registrant, to the extent required under the related pooling and servicing
agreement, to obtain the information required for this [Item 6] [Item 1112(b)(1)], and the
registrant has been unable to obtain such information to include on this [Form 10-D] [Form 10-K] by
the related filing deadline. The information is therefore being omitted herefrom in reliance on
Rule 12b-21 under the Securities Exchange Act of 1934, as amended” or such other statement as
directed by the Depositor.




ARTICLE XI




MISCELLANEOUS PROVISIONS



          Section 11.01 Counterparts.This Agreement may be executed simultaneously in any
number of counterparts, each of which counterparts shall be deemed to be an original, and such
counterparts shall constitute but one and the same instrument. Delivery of an executed counterpart
of a signature page of this Agreement in Portable Document Format (PDF) or by facsimile
transmission shall be as effective as delivery of a manually executed original counterpart of this
Agreement.




          Section 11.02 Limitation on Rights of Certificateholders.The death or incapacity
of any Certificateholder shall not operate to terminate this Agreement or the Trust Fund, nor
entitle such Certificateholder’s legal representatives or heirs to claim an accounting or to take
any action or proceeding in any court for a partition or winding up of the Trust Fund, nor
otherwise affect the rights, obligations and liabilities of the parties hereto or any of them.




          No Certificateholder shall have any right to vote (except as expressly provided for herein) or
in any manner otherwise control the operation and management of the Trust Fund, or the obligations
of the parties hereto, nor shall anything herein set forth, or contained in the terms
of the Certificates, be construed so as to constitute the Certificateholders from time to time
as partners or members of an association; nor shall any Certificateholder be under any liability to
any third person by reason of any action taken by the parties to this Agreement pursuant to any
provision hereof.




          No Certificateholder shall have any right to institute any suit, action or proceeding in
equity or at law upon or under or with respect to this Agreement, any Mortgage Loan, unless such
Holder previously shall have given to the Certificate Administrator and the Trustee a written
notice of default and of the continuance thereof, as hereinbefore provided, and unless also the
Holders of at least 25% of the Voting Rights of any Class of Certificates affected thereby shall
have made written request upon the Trustee (with a copy to the Certificate






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Administrator) to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have
offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and
liabilities to be incurred therein or thereby, and the Trustee, for 60 days after its receipt of
such notice, request and offer of indemnity, shall have neglected or refused to institute any such
action, suit or proceeding. It is understood and intended, and expressly covenanted by each
Certificateholder with every other Certificateholder and the Trustee, that no one or more Holders
of Certificates of any Class shall have any right in any manner whatever by virtue of any provision
of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of such
Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder,
or to enforce any right under this Agreement, except in the manner herein provided and for the
equal, ratable and common benefit of all Holders of Certificates of such Class. For the protection
and enforcement of the provisions of this Section, each and every Certificateholder and the Trustee
shall be entitled to such relief as can be given either at law or in equity.



          No Certificateholder shall be “Party in Interest” as described under 11 U.S.C. Section 1109(b)
solely by virtue of its ownership of a Certificate.



          Section 11.03 Governing Law.THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE
ARISING UNDER OR RELATED TO THIS AGREEMENT, THE RELATIONSHIP OF THE PARTIES TO THIS AGREEMENT,
AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES TO THIS AGREEMENT
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE
OF NEW YORK, WITHOUT REGARD TO THE CHOICE OF LAW RULES THEREOF. THE PARTIES HERETO INTEND THAT THE
PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT.



          Section 11.04 Notices.Unless otherwise specifically provided in this Agreement,
any communications provided for or permitted hereunder shall be in writing and, unless otherwise
expressly provided herein, shall be deemed to have been duly given (except for notices to the
Trustee or the Certificate Administrator which shall be deemed to have been duly given only when
received) if (a) personally delivered at or mailed by registered mail or overnight
courier, postage prepaid, or (b) sent by electronic mail and followed by registered mail, or
overnight courier, to: (i) in the case of the Depositor, CCRE Commercial Mortgage Securities,
L.P., 110 East 59th Street, New York, New York 10022, Attention: Anthony Orso, with a copy to: Jill
Weinstein, email: jweinstein@cantor.com; (ii) in the case of the Master Servicer, Bank of America,
National Association, NC1-026-06-01, Real Estate Structured Financing — Servicing, 900 West Trade
Street, Suite 650, Charlotte, North Carolina 28255, Attention: Servicing Manager, facsimile:
(704) 317-4501, with a copy to Bank of America Merrill Lynch, 214 N. Tryon St., 20th Floor,
NC1-027-20-05, Charlotte, NC 28255, Attention: John Broderick, Assistant General Counsel; (iii) in
the case of the Special Servicer, LNR Partners, LLC, 1601 Washington Avenue, Suite 700, Miami
Beach, Florida 33139, Attention: Thomas F. Nealon III, Esq., Javier Benedit, Isaac Pesin and Job
Warshaw, fax number: (305) 695-5601, email: tnealon@lnrproperty.com, jbenedit@lnrproperty.com,
ipesin@lnrproperty.com and jwarshaw@lnrproperty.com, or with respect solely to emails required
pursuant to Section 11.06 and Section 11.14 of this Agreement to
CCRE2011C2@lnrproperty.com with a copy to Bilzin






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Sumberg Baena Price & Axelrod LLP, 1450 Brickell
Avenue, Suite 2300, Miami, Florida 33131, Attention: Alan Kazan, Esq., fax number: (305) 351-2229,
email: akazan@bilzin.com; (iv) in the case of the Trustee, Citibank, N.A., 388 Greenwich Street,
14th Floor, New York, New York 10013, Attention: Global Transaction Services—CFCRE Commercial
Mortgage Trust 2011-C2, Series 2011-C2 administration (with respect to administration of the Trust)
and 111 Wall Street, 15th Floor, New York, New York 10005, Attention: 15th Floor Window (with
respect to certificate transfer services), fax number: (212) 816-5527, email: john.hannon@citi.com;
(v) in the case of the Operating Advisor, TriMont Real Estate Advisors, Inc., 3424 Peachtree Road,
NE, Suite 2200, Atlanta, Georgia 30326, Attention: J. Gregory Winchester, fax number: (404)
420-5610 (with a copy to: McKenna Long & Aldridge LLP, Attention: Patrick M. McGeehan, Esq., 303
Peachtree Street, Suite 5300, Atlanta, Georgia 30308, fax number: (404) 527-4198; (vi) in the case
of the Certificate Administrator, Citibank, N.A., 388 Greenwich Street, 14th Floor, New York, New
York 10013, Attention: Global Transaction Services—CFCRE Commercial Mortgage Trust 2011-C2, Series
2011-C2 administration (with respect to administration of the Trust) and 111 Wall Street, 15th
Floor, New York, New York 10005, Attention: 15th Floor Window (with respect to certificate
transfer services), fax number: (212) 816-5527, email: john.hannon@citi.com; (vii) in the case of
the Rating Agencies, (a) Fitch, Inc., One State Street Plaza, 31st Floor, New York, New
York 10004, Attention: Commercial Mortgage Surveillance Group, fax number: (212) 635-0295, email:
info.cmbs@fitchratings.com; and (b) Moody’s Investors Service, Inc., 7 World Trade Center, New
York, New York 10007, Attention: Commercial Mortgage Surveillance Group, fax number: (212)
553-0300, email: CMBSSurveillance@moodys.com; (viii) in the case of the Mortgage Loan Seller,
Cantor Commercial Real Estate Lending, L.P., 110 East 59th Street, New York, New York 10022,
Attention: Anthony Orso, with a copy to: Jill Weinstein, email: jweinstein@cantor.com; (ix) in the
case of the Underwriters, (a) Cantor Fitzgerald & Co., 499 Park Avenue, New York, NY 10022,
Attention: Stephen Merkel and Shawn Matthews, email: smerkel@cantor.com, (b) Barclays Capital Inc.,
745 Seventh Ave., New York, NY 10019, Attention: Francis Gilhool, fax number: (646) 758-5334,
email: francis.gilhool@barclayscapital.com, (c) CastleOak Securities, L.P., 110 East 59th Street,
2nd Floor, New York, NY 10022, Attention: Philip Ippolito, fax number: (212) 308-7342 email:
pji@castleoaklp.com, (d) Deutsche Bank Securities Inc., 60 Wall Street, New York, NY 10005,
Attention: Lainie Kaye, fax number: (212) 797-0286, email:
Lainie.kaye@db.com, and (e) Nomura Securities International, Inc., Two World Financial
Center, New York, NY 10281-1198, Attention: Legal Department, fax number: (212) 667-1047; (x)
in the case of the Initial Purchasers, (a) Cantor Fitzgerald & Co., 499 Park Avenue, New York, NY
10022, Attention: Stephen Merkel and Shawn Matthews, email: smerkel@cantor.com, (b) Barclays
Capital Inc., 745 Seventh Ave., New York, NY 10019, Attention: Francis Gilhool, fax number: (646)
758-5334, email: francis.gilhool@barclayscapital.com, (c) CastleOak Securities, L.P., 110 East 59th
Street, 2nd Floor, New York, NY 10022, Attention: Philip Ippolito, fax number: (212) 308-7342
email: pji@castleoaklp.com, (d) Deutsche Bank Securities Inc., 60 Wall Street, New York, NY 10005,
Attention: Lainie Kaye, fax number: (212) 797-0286, email:
Lainie.kaye@db.com, and (e) Nomura
Securities International, Inc., Two World Financial Center, New York, NY 10281-1198, Attention:
Legal Department, fax number: (212) 667-1047; and (xi) in the case of the initial Controlling Class
Representative, LNR Securities Holdings, LLC, 1601 Washington Avenue, Suite 700, Miami Beach,
Florida 33139, Attention: Thomas F. Nealon III, Esq., Javier Benedit, Isaac Pesin and Job Warshaw,
fax number: (305) 695-5601, email: tnealon@lnrproperty.com, jbenedit@lnrproperty.com,
ipesin@lnrproperty.com






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and jwarshaw@lnrproperty.com with a copy to Bilzin Sumberg Baena Price &
Axelrod LLP, 1450 Brickell Avenue, Suite 2300, Miami, Florida 33131, Attention: Alan Kazan, Esq.,
fax number: (305) 351-2229, email: akazan@bilzin.com or as to each such Person such other address
or email address as may hereafter be furnished by such Person to the parties hereto in writing.
Any communication required or permitted to be delivered to a Certificateholder shall be deemed to
have been duly given when mailed first class, postage prepaid, to the address of such Holder as
shown in the Certificate Register. Any notice so mailed within the time prescribed in this
Agreement shall be conclusively presumed to have been duly given, whether or not the
Certificateholder receives such notice.




          Section 11.05 Severability of Provisions.If any one or more of the covenants,
agreements, provisions or terms of this Agreement shall be for any reason whatsoever held invalid,
then, to the extent permitted by applicable law, such covenants, agreements, provisions or terms
shall be deemed severable from the remaining covenants, agreements, provisions or terms of this
Agreement and shall in no way affect the validity or enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the Holders thereof.




          Section 11.06 Notice to the Depositor and Each Rating Agency.




          (a) The Certificate Administrator shall use its good faith efforts to promptly provide
notice to the Depositor and 17g-5 Information Provider by e-mail with respect to each of the
following of which a Responsible Officer of the Certificate Administrator has actual knowledge, and
the 17g-5 Information Provider shall promptly upload such notice or information to the 17g-5
Information Provider’s Website in accordance with the procedures set forth in Section
11.14(d), and after the Certificate Administrator receives written notification from the 17g-5
Information Provider (which may be in the form of e-mail) that the 17g-5 Information Provider has
posted such notice or information to the 17g-5 Information Provider’s Website, the Certificate
Administrator shall provide such notice or information to the Rating Agencies:





     (i) any material change or amendment to this Agreement;




     (ii) the occurrence of any Event of Default that has not been cured;




     (iii) the merger, consolidation, resignation or termination of the Master Servicer,
Special Servicer, the Operating Advisor, the Trustee or the Certificate Administrator;




     (iv) the repurchase of, or substitution of, Mortgage Loans pursuant to Section
2.03 of this Agreement;




     (v) the final payment to any Class of Certificateholders;




     (vi) any change in the location of the Interest Reserve Account, the Excess
Liquidation Proceeds Reserve Account or any Distribution Account;




     (vii) any event that would result in the voluntary or involuntary termination of
any insurance of the accounts of the Master Servicer; and




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     (viii) any change in the lien priority of a Mortgage Loan.




          (b) The Master Servicer, the Special Servicer, the Certificate Administrator (with respect
to items (i), (ii), (iii) and (iv) below), the Trustee (with respect to items (i), (ii)
and (iii) below) and the Operating Advisor (with respect to items (i), (ii) and (iii)
below) shall promptly furnish to the Depositor and the 17g-5 Information Provider by e-mail copies
of the following (to the extent not already delivered or made available pursuant to the terms of
this Agreement), and the 17g-5 Information Provider shall promptly upload such documents to the
17g-5 Information Provider’s Website in accordance with the procedures set forth in Section
11.14(d), and after the Master Servicer, the Special Servicer, the Certificate Administrator or
the Operating Advisor, as applicable, receives written notification from the 17g-5 Information
Provider (which may be in the form of e-mail) that the 17g-5 Information Provider has uploaded such
documents to the 17g-5 Information Provider’s Website, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Trustee or the Operating Advisor, as applicable, shall provide
such documents to the Rating Agencies:





     (i) each of its annual statements as to compliance described in Section
10.09 of this Agreement;




     (ii) each of its annual statements as to compliance described in Section
10.10 of this Agreement;




     (iii) each of its annual independent public accountants’ servicing reports
described in Section 10.11 of this Agreement;




     (iv) each Distribution Date Statement;




     (v) a copy of each operating and other financial statements, rent rolls, occupancy
reports, and sales reports to the extent such information is required to be delivered under
a Mortgage Loan, in each case to the extent collected pursuant to Section 4.02; and




     (vi) upon request, each inspection report prepared in connection with any
inspection conducted pursuant to Section 3.18 of this Agreement.



          Section 11.07 Amendment.This Agreement or any Custodial Agreement may be amended
from time to time by the mutual agreement of the Depositor, the Master Servicer, the Special
Servicer, the Operating Advisor, the Certificate Administrator and the Trustee, without the consent
of any of the Certificateholders (or any Companion Loan Holder) (i) to cure any ambiguity to the
extent that it does not adversely affect any holders of Certificates; (ii) to correct or supplement
any of its provisions which may be inconsistent with any other provisions of this Agreement or with
the description thereof in the Prospectus, the Prospectus Supplement or the Private Placement
Memorandum or to correct any error; (iii) to change the timing and/or nature of deposits in the
Collection Account, the Excess Liquidation Proceeds Reserve Account, the Interest Reserve Account,
any Distribution Account or any REO Account, provided that (A) the Master Servicer
Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (B) the change would not adversely affect in any material respect the interests of any
Certificateholder as evidenced by an opinion of counsel (at the expense of the





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party requesting the amendment) or a No Downgrade Confirmation from each Rating Agency; (iv) to modify, eliminate or add
to any of its provisions (A) to the extent necessary to maintain the qualification of any Trust
REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of
imposition of any tax on the Trust Fund, provided that the Trustee, the Certificate
Administrator, the Master Servicer and the Special Servicer have received an opinion of counsel (at
the expense of the party requesting the amendment) to the effect that (1) the action is necessary
or desirable to maintain such qualification or to avoid or minimize such risk and (2) the action
will not adversely affect in any material respect the interests of any holder of the Certificates
or (B) to restrict (or to remove any existing restrictions with respect to) the transfer of the
Residual Certificates, provided that the Depositor has determined that the amendment will
not give rise to any tax with respect to the transfer of the Residual Certificates to a
non-Permitted Transferee; (v) to make any other provisions with respect to matters or questions
arising under this Agreement or any other change, provided that the amendment will not
adversely affect in any material respect the interests of any Certificateholder as evidenced by an
Opinion of Counsel (at the expense of the party requesting the amendment, unless the Master
Servicer, Special Servicer or Trustee is requesting an amendment for the benefit of the
Certificateholders, in which case, at the expense of the Trust Fund) addressed to the Trustee, the
Certificate Administrator, the Operating Advisor, the Master Servicer and the Special Servicer or a
No Downgrade Confirmation from each Rating Agency; (vi) to modify the procedures herein relating to
Exchange Act Rule 17g-5; provided that such modification does not materially increase the
obligations of the Trustee, the Certificate Administrator, the Operating Advisor, the Master
Servicer, the Special Servicer, the Custodian, the 17g-5 Information Provider or the Certificate
Registrar and such regulation does not provide a “grandfather” clause for prior securitizations;
(vii) to modify, alter, amend, add to or rescind any of the provisions contained in this Agreement
if and to the extent necessary to comply with any rules or regulations promulgated, or any guidance
provided, with respect to Rule 15Ga-1 under the Exchange Act; and (viii) to amend or supplement any
provision of this Agreement to the extent necessary to maintain the ratings assigned to each Class
of Certificates by any of the Rating Agencies, provided that such amendment will not
adversely affect in any material respect the interests of any Certificateholder
as evidenced by an Opinion of Counsel (at the expense of the party requesting the amendment,
unless the Master Servicer, Special Servicer or Trustee is requesting
an amendment for the benefit of the Certificateholders, in which case, at the expense of the
Trust Fund) addressed to the Trustee, the Certificate Administrator, the Operating Advisor, the
Master Servicer and the Special Servicer or a No Downgrade Confirmation from each Rating Agency;
provided that no amendment pursuant to any of clauses (i) through (vii) above may be made
that would reduce the consent or consultation rights or the right to receive information under this
Agreement of the Operating Advisor and/or the Controlling Class Representative without the consent
of the Operating Advisor and/or the Controlling Class Representative, as applicable. Expenses
incurred with respect to any amendment shall be borne by the party requesting such amendment,
unless the Master Servicer, Special Servicer or Trustee is requesting an amendment for the benefit
of the Certificateholders, then such expense will be borne by the Trust. For
the purposes of this
Section 11.07, notwithstanding any provision to the contrary in the definition of “No
Downgrade Confirmation,” any requirement for a No Downgrade Confirmation shall be deemed to have
been satisfied only if such No Downgrade Confirmation is actually delivered (and otherwise any
related request for a No Downgrade Confirmation made to a Rating Agency that does not result in the
delivery of a No Downgrade Confirmation by such Rating Agnecy





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(including as a result of a written waiver or other written acknowledgement by such Rating Agency indicating its decision not to review
such request) shall be deemed to have been rejected by such Rating Agency).




          This Agreement or any Custodial Agreement may also be amended from time to time by the
Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate
Administrator and the Trustee with the consent of the Holders of Certificates representing not less
than 66-2/3% of the aggregate Percentage Interests of each Class of Certificates affected by the
amendment for the purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of this Agreement or of modifying in any manner the rights of the
Certificateholders; provided, however, that no such amendment shall:





     (i) reduce in any manner the amount of, or delay the timing of, payments received
on the Mortgage Loans which are required to be distributed on a Certificate of any Class
without the consent of the holder of that Certificate;




     (ii) reduce the aforesaid percentage of Certificates of any Class the holders of
which are required to consent to the amendment without the consent of the holders of all
Certificates of that Class then outstanding;




     (iii) adversely affect the Voting Rights of any Class of Certificates;




     (iv) change the definition of “Servicing Standard” without either (1) consent of
100% of the holders of the Certificates or (2) No Downgrade Confirmation;




     (v) without the consent of 100% of the Certificateholders of the Class or Classes
of Certificates adversely affected thereby, change (a) the percentages of Voting Rights of
Certificateholders which are required to consent to any action or inaction under this
Agreement, (b) the right of the Certificateholders to remove the Special Servicer
pursuant to Section 6.08 of this Agreement or (c) the right of the
Certificateholders to terminate the Operating Advisor pursuant to Section 7.06(b) of
this Agreement; or




     (vi) adversely affect the Controlling Class Representative without the consent of
100% of the Controlling Class Certificateholders.



          Notwithstanding anything to the contrary contained in this Section 11.07, the parties
hereto agree that this Agreement may not be amended in any manner materially adverse to any
Underwriter or any Initial Purchaser or any Companion Loan Holder without the prior written consent
of such Underwriter, Initial Purchaser or Companion Loan Holder, respectively. Notwithstanding any
contrary provisions of this Agreement, this Agreement may not be amended in a manner that would
increase, in any material respect, the obligations or impair in any material respect the rights of
any Mortgage Loan Seller under the related Mortgage Loan Purchase Agreement without the prior
written consent of such Mortgage Loan Seller.




          If neither the Depositor nor any successor thereto, if any, is in existence, any amendment
under this Section 11.07 shall be effective with the consent of the Trustee, the Operating
Advisor, the Certificate Administrator, the Special Servicer and the Master Servicer, in writing,
and to the extent required by this Section, the Certificateholders, any Companion






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Loan Holder or Mortgage Loan, as applicable. Promptly after the execution of any amendment, the Certificate
Administrator shall forward to the Trustee, the Operating Advisor, the Master Servicer, the Special
Servicer and, if applicable, any applicable Companion Loan Holder or Mortgage Loan Seller, a copy
of such amendment. Promptly after the execution of any such amendment, the Certificate
Administrator shall furnish written notification of the substance of such amendment to each
Certifcateholder, any applicable Companion Loan Holder and Mortgage Loan Seller, the other parties
hereto, the 17g-5 Information Provider and, subject to Section 11.14, the Rating Agencies.
It shall not be necessary for the consent of Certificateholders, any Companion Loan Holder or any
Mortgage Loan Seller, as applicable, under this Section 11.07 to approve the particular
form of any proposed amendment, but it shall be sufficient if such consent shall approve the
substance thereof. The method of obtaining such consents and of evidencing the authorization of
the execution thereof by Certificateholders, Companion Loan Holders or Mortgage Loan Sellers, as
applicable, shall be subject to such reasonable regulations as the Trustee may prescribe;
provided, however, that such method shall always be by affirmation and in writing.




          Notwithstanding any contrary provision of this Agreement, no amendment shall be made to this
Agreement or any Custodial Agreement unless the Master Servicer, the Special Servicer, the
Operating Advisor, the Trustee and the Certificate Administrator shall have received an Opinion of
Counsel, at the expense of the party requesting such amendment (or, if such amendment is required
by any Rating Agency to maintain the rating issued by it or requested by the Certificate
Administrator for any purpose described in clause (i) or (ii) of the first sentence of this Section
or as otherwise specified in this Section 11.07, then at the expense of the Trust Fund), to
the effect that such amendment will not cause any Trust REMIC to fail to qualify as a REMIC or
cause the Grantor Trust to fail to qualify as a grantor trust at any time that any Certificates are
outstanding, and will not cause a tax to be imposed on any Trust REMIC under the REMIC Provisions
(other than a tax at the highest marginal corporate tax rate on net income from foreclosure
property). Prior to the execution of any amendment to this Agreement
or any Custodial Agreement, the parties to this Agreement may request and shall be entitled to
rely conclusively upon an Opinion of Counsel, at the expense of the party requesting such amendment
(or, if such amendment is required by any Rating Agency to maintain the rating
issued by it or requested by the Trustee or the Certificate Administrator for any purpose
described in clause (i), (ii), (iii) or (v) (which do not modify or otherwise relate solely to the
obligations, duties or rights of the Trustee or the Certificate Administrator, as applicable) of
the first sentence of this Section or as otherwise specified in this Section 11.07, then at
the expense of the Trust Fund) stating that the execution of such amendment is authorized or
permitted by this Agreement. Each of the Trustee and the Certificate Administrator may, but shall
not be obligated to, enter into any such amendment which affects the Trustee’s or the Certificate
Administrator’s, as applicable, own rights, duties or immunities under this Agreement. The party
requesting an amendment to this Agreement shall and, subject to Section 11.14 of this
Agreement, give each Rating Agency prior written notice of such proposed amendment.




          Section 11.08 Confirmation of Intent.The Depositor intends that the conveyance of
the Depositor’s right, title and interest in and to the Mortgage Loans and related rights and
property pursuant to this Agreement shall constitute a sale and not a pledge of security for a
loan. If such conveyance is deemed to be a pledge of security for a loan, however, the Depositor
intends that the rights and obligations of the parties to such loan shall be established pursuant
to




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the terms of this Agreement. The Depositor also intends and agrees that, in such event, (i) the
Depositor shall be deemed to have granted, and does hereby grant, to the Trustee (in such capacity)
a first priority security interest in the Depositor’s entire right, title and interest in and to
the assets comprising the Trust Fund whether now owned or existing or hereafter acquired or
arising, including without limitation, (a) the Mortgage Loans, (b) all payments received on or or
receivable with respect to the Mortgage Loans (other than principal, interest and other amounts
first due on or before the Cut-Off Date), (c) all amounts held from time to time in the Collection
Account, any Distribution Account, the Interest Reserve Account and, if established, the Excess
Liquidation Proceeds Reserve Account, the Excess Interest Distribution Account and the REO Account,
and all reinvestment earnings on such amounts, (d) any Insurance Proceeds related to such Mortgage
Loans and (e) all proceeds of the foregoing and (ii) this Agreement shall constitute a security
agreement under applicable law. This Section 11.08 shall constitute notice to the Trustee
pursuant to any of the requirements of the applicable UCC.




          Section 11.09 Third-Party Beneficiaries.Except as provided in the next sentence,
no Persons other than a party to this Agreement and any Certificateholder, shall have any rights
with respect to the enforcement of any of the rights or obligations hereunder. Any Underwriter and
any Initial Purchaser (with respect to their rights to receive information hereunder), any
Companion Loan Holder (including a representative or holder of securities backed by a Companion
Loan duly authorized to exercise the rights of the Companion Loan Holder under the related
Intercreditor Agreement), the Mortgage Loan Seller (with respect to its rights under Section
2.03(a), Section 2.03(c) and Section 11.07 of this Agreement) and, subject to
Section 11.02 of this Agreement, any Certificateholder (which are intended third-party
beneficiaries of this Agreement) shall have the right to enforce their respective rights and
obligations hereunder (in the case of any Companion
Loan Holder, only to the extent they affect such Companion Loan Holder’s related Companion
Loan). Each servicer and trustee of an Other Securitization shall be a third party beneficiary of
this Agreement with respect to all provisions herein expressly relating to indemnification of such
servicer or trustee, and any provisions expressly relating to reimbursement of advances or interest
thereon to such servicer or trustee.




          Without limiting the foregoing, the parties to this Agreement specifically state that no
Mortgagor, Manager or other party to a Mortgage Loan is an intended third-party beneficiary of this
Agreement.




          Section 11.10 Request by Certificateholders or any Companion Loan Holder.Where
information or reports are required to be delivered to a Certificateholder or a Companion Loan
Holder, as applicable, upon request pursuant to the terms of this Agreement, such request can be in
the form of a single blanket request by a Certificateholder or a Companion Loan Holder, as
applicable, to the Certificate Administrator, the Master Servicer, the Special Servicer to the
Operating Advisor, as applicable, and, with respect to such Certificateholder or Companion Loan
Holder, as applicable, such request shall be deemed to relate to each date such report or
information may be requested. The notice shall set forth the applicable Sections where such
reports and information are requested.




          Section 11.11 Waiver of Jury Trial.THE PARTIES HERETO HEREBY WAIVE, TO THE FULLEST
EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM,
WHETHER IN





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CONTRACT, TORT OR OTHERWISE, RELATING DIRECTLY OR INDIRECTLY TO THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY.


          Section 11.12 Submission to Jurisdiction.EACH OF THE PARTIES HERETO IRREVOCABLY
(I) SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE FEDERAL COURTS OF
THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSE OF ANY ACTION OR
PROCEEDING RELATING TO THIS AGREEMENT; (II) WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE
DEFENSE OF AN INCONVENIENT FORUM IN ANY ACTION OR PROCEEDING IN ANY SUCH COURT; (III) AGREES THAT A
FINAL JUDGMENT IN ANY ACTION OR PROCEEDING IN ANY SUCH COURT SHALL BE CONCLUSIVE AND MAY BE
ENFORCED IN ANY OTHER JURISDICTION BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW;
AND (IV) CONSENTS TO SERVICE OF PROCESS UPON IT BY MAILING A COPY THEREOF BY CERTIFIED MAIL
ADDRESSED TO IT AS PROVIDED FOR NOTICES HEREUNDER.




          Section 11.13 Reserved.




          Section 11.14 Exchange Act Rule 17g-5 Procedures.




          (a) Except as otherwise provided in Section 11.06 of this Agreement or this
Section 11.14 or otherwise in this Agreement or as required by law, none of the Master
Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor
or the Custodian shall provide any information directly to, or communicate with, either orally or
in writing, any Rating Agency regarding the Certificates or the Mortgage Loans relevant to the
Rating Agencies’ surveillance of the Certificates or the Mortgage Loans, including, but not limited
to, providing responses to inquiries from a Rating Agency regarding the Certificates or the
Mortgage Loans relevant to such Rating Agency’s surveillance of the Certificates. To the extent
that a Rating Agency makes an inquiry or initiates communications with the Master Servicer, the
Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor
or the Custodian regarding the Certificates or the Mortgage Loans relevant to such Rating
Agency’s surveillance of the Certificates, all responses to such inquiries or communications from
such Rating Agency shall be made in writing by the responding party (except as provided in
Section 11.14(d)) and shall be provided to the 17g-5 Information Provider who shall
promptly post such written response to the 17g-5 Information Provider’s Website in accordance with
the procedures set forth in Section 11.14(d), and after the responding party receives
written notification from the 17g-5 Information Provider (which the 17g-5 Information Provider
agrees to provide on a reasonably prompt basis) (which may be in the form of e-mail) that such
response has been posted on the 17g-5 Information Provider’s Website, such responding party may
provide such response to such Rating Agency.




          (b) To the extent that any of the Master Servicer, the Special Servicer, the Certificate
Administrator, the Trustee, the Operating Advisor or the Custodian is required to provide any
information to, or communicate with, any Rating Agency in accordance with its obligations under
this Agreement, the Master Servicer, the Special Servicer, the Certificate Administrator, the
Trustee, the Operating Advisor or the Custodian, as applicable, shall provide such information or
communication to the 17g-5 Information Provider by e-mail, which the 17g-5



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Information Provider shall promptly upload to the 17g-5 Information Provider’s Website in accordance with the procedures
set forth in Section 11.14(d), and after the applicable party has received written
notification from the 17g-5 Information Provider (which may be in the form of e-mail) that such
information has been uploaded to the 17g-5 Information Provider’s Website, the applicable party
shall send such information to such Rating Agency in accordance with the delivery instructions set
forth herein. The foregoing shall include any No Downgrade Confirmation request made pursuant to
this Agreement, which shall be in writing, with a cover letter indicating the nature of the request
and shall include all information the requesting party believes is reasonably necessary for the
applicable Rating Agency to make its decision.




          (c) The parties to this Agreement shall be permitted (but shall not be required) to orally
communicate with the Rating Agencies regarding any Mortgage Loan, any Companion Loan, any
Certificateholder, any Companion Loan Holder, any Mortgaged Property or any REO Property;
provided that such party summarizes the information provided to the Rating Agencies in such
communication and provides the 17g-5 Information Provider with such summary in accordance with the
procedures set forth in Section 11.14(d) within the same day of such communication taking
place; provided that the summary of such oral communications shall not attribute which
Rating Agency the communication was with. The 17g-5 Information Provider
shall post such summary on the 17g-5 Information Provider’s Website in accordance with the
procedures set forth in Section 11.14(d).




          (d) All information to be made available to the Rating Agencies pursuant to this
Section 11.14 shall be made available by the 17g-5 Information Provider on the 17g-5
Information Provider’s Website (a link to which shall be provided on the Depositor’s website at
https://services.intralinks.com/ or such other website as the Depositor may notify the parties
hereto in writing). Information will be posted on the same Business Day of receipt provided that
such information is received by 12:00 p.m. (eastern time) or, if received after 12:00 p.m., on the
next Business Day. The 17g-5 Information Provider shall have no obligation or duty to verify,
confirm or otherwise determine whether the information being delivered is accurate, complete,
conforms to the transaction, or otherwise is or is not anything other than what it purports to be.
If any information is delivered or posted in error, the 17g-5 Information Provider may remove
it from the 17g-5 Information Provider’s Website. The Certificate Administrator and the 17g-5
Information Provider have not obtained and shall not be deemed to have obtained actual knowledge of
any information solely as a result of their having received and posted such information to the
17g-5 Information Provider’s Website. Access will be provided by the 17g-5 Information Provider to
the Rating Agencies, and to the NRSROs upon receipt of an NRSRO Certification (which certification
may be submitted electronically via the 17g-5 Information Provider’s Website). Questions regarding
delivery of information to the 17g-5 Information Provider may be directed to (800) 422-2066.




          Upon request of the Depositor or the Rating Agencies, the 17g-5 Information Provider shall
post on the 17g-5 Information Provider’s Website any additional information requested by the
Depositor or the Rating Agencies to the extent such information is delivered to the 17g-5
Information Provider electronically in accordance with this Section 11.14. In no event
shall the 17g-5 Information Provider disclose on the 17g-5 Information Provider’s Website which
Rating Agency requested such additional information. For the avoidance of doubt, neither the
Master Servicer nor the Special Servicer shall have any obligation to provide any information




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for posting on the 17g-5 Information Provider’s Website unless directly requested by a Rating Agency in
accordance with Section 11.14(a).



          The 17g-5 Information Provider shall provide a mechanism to notify each Rating Agency or NRSRO
each time the 17g-5 Information Provider posts an additional document to the 17g-5 Information
Provider’s Website.




          In connection with providing access to the 17g-5 Information Provider’s Website, the 17g-5
Information Provider may require registration and the acceptance of a disclaimer. The 17g-5
Information Provider shall not be liable for the dissemination of information in accordance with
the terms of this Agreement, make no representations or warranties as to the accuracy or
completeness of such information being made available, and assume no responsibility for such
information. The 17g-5 Information Provider shall not be liable for its failure to make any
information available to the Rating Agencies or NRSROs unless such information was delivered to the
17g-5 Information Provider at the email address set forth herein, with a subject heading of “CFCRE
2011-C2” and sufficient detail to indicate that such information is required to be posted on the
17g-5 Information Provider’s Website.




          (e) Each of the Master Servicer, the Special Servicer, the Certificate Administrator, the
Trustee, the Operating Advisor, the Custodian and the 17g-5 Information Provider (each, an
“Indemnifying Party”) hereby expressly agrees to indemnify and hold harmless the Depositor
and its respective officers, directors, shareholders, members, managers, employees, agents,
Affiliates and controlling persons, and the Trust Fund (each, an “Indemnified Party”), from
and against any and all losses, liabilities, damages, claims, judgments, costs, fees, penalties,
fines, forfeitures or other expenses (including reasonable legal fees and expenses) to which any
such Indemnified Party may become subject, under the Act, the Exchange Act or otherwise, pursuant
to a third-party claim, insofar as such losses, liabilities, damages, claims, judgments, costs,
fees, penalties, fines, forfeitures or other expenses (including reasonable legal fees and
expenses) arise out of or are based upon (i) such Indemnifying Party’s breach of Section
11.06 or Section 11.14 of this Agreement or (ii) a determination by any Rating Agency
that it cannot reasonably rely on representations made by the Depositor or any Affiliate thereof
pursuant to Exchange Act Rule 17g-5(a)(3), to the extent caused by any such breach referred to in
clause (i) above by the applicable Indemnifying Party, and will reimburse such Indemnified Party
for any legal or other expenses reasonably incurred by such Indemnified Party in connection with
investigating or defending any such action or claim, as such expenses are incurred.




          (f) None of the Master Servicer, the Special Servicer, the Certificate Administrator, the
Trustee, the Operating Advisor or the Custodian (unless any such party is the 17-5 Information
Provider) shall have any liability for (i) the 17g-5 Information Provider’s failure to post
information provided by the Master Servicer, the Special Servicer, the Certificate Administrator,
the Trustee, the Operating Advisor or the Custodian in accordance with the terms of this Agreement,
(ii) any malfunction or disabling of the 17g-5 Information Provider’s Website or (iii) such party’s
failure to perform any of its obligations under this Agreement to provide information to the Rating
Agencies after the 17g-5 Information Provider posts the related information or communication if the
17g-5 Information Provider fails to notify such party that it has posted such information or
communication on the 17g-5 Information Provider’s Website.





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     (g) None of the foregoing restrictions in this Section 11.14 prohibit or restrict
oral or written communications, or providing information, between the Master Servicer, the
Operating Advisor or the Special Servicer, on the one hand, and any Rating Agency, on the other
hand, with regard to (i) such Rating Agency’s review of the ratings it assigns to the Master
Servicer, the Operating Advisor or the Special Servicer, as applicable, (ii) such Rating Agency’s
approval of the Master Servicer, the Operating Advisor or the Special Servicer, as applicable, as a
commercial mortgage master, special or primary servicer or (iii) such Rating Agency’s evaluation of
the Master Servicer’s, the Operating Advisor’s or the Special Servicer’s, as applicable, servicing
operations in general; provided, however, that the Master Servicer, the Operating
Advisor or the Special Servicer, as applicable, shall not provide any information relating to the
Certificates or the Mortgage Loans to such Rating Agency in connection with such review and
evaluation by such Rating Agency unless: (x) borrower, property or deal specific identifiers are
redacted; or (y) such information has already been provided to the 17g-5 Information Provider and
has been uploaded on to the 17g-5 Information Provider’s Website.



     (h) The 17g-5 Information Provider shall maintain the 17g-5 Information Provider’s Website
in accordance with Exchange Act Rule 17g-5(a)(3)(iii).



[Signature Pages Follow]









-285-









 








          IN WITNESS WHEREOF, the parties hereto have caused their names to be signed hereto by their
respective officers thereunto duly authorized all as of the day and year first above written.




	 	 	 	 	 
	 	CCRE COMMERCIAL MORTGAGE SECURITIES, L.P.

 	 
	 	By:  	/s/ Jill Weinstein	 
	 	 	Name:  	Jill Weinstein	 
	 	 	Title:  	Secretary	 
	 
	 	BANK OF AMERICA, NATIONAL ASSOCIATION

 	 
	 	By:  	/s/ Janice M. Smith	 
	 	 	Name:  	Janice M. Smith	 
	 	 	Title:  	Managing Director	 
	 
	 	LNR PARTNERS, LLC

 	 
	 	By:  	/s/ Job Warshaw	 
	 	 	Name:  	Job Warshaw	 
	 	 	Title:  	Co President	 
	 
	 	CITIBANK, N.A.

 	 
	 	By:  	/s/ John Hannon	 
	 	 	Name:  	John Hannon	 
	 	 	Title:  	Vice President	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	TRIMONT REAL ESTATE ADVISORS, INC.

 	 
	 	By:  	/s/ J. G. Winchester	 
	 	 	Name:  	J. Gregory Winchester	 
	 	 	Title:  	Managing Director	 



 









 






	 	 	 	 	 



	 	 	 	 	 

	STATE OF NEW YORK

	 	 	)	 
	 

	 	 	) ss.:	 
	COUNTY OF NASSAU

	 	 	)	 






          On this 7th day of December 2011, before me, the undersigned, a Notary Public in and for the
State of New York, duly commissioned and sworn, personally appeared Jill Weinstein, to me known
who, by me duly sworn, did depose and acknowledge before me and say that he/she is a
Secretary of CCRE Commercial Mortgage Securities, L.P., a Delaware limited partnership, the
limited partnership described in and that executed the foregoing instrument; and that he/she signed
his/her name thereto under authority of the board of directors of said limited partnership and on
behalf of such limited partnership.




          WITNESS my hand and seal hereto affixed the day and year first above written.




	 	 	 	 	 
	 	/s/ Philip J Pesant	 
	 	Notary Public in and for the State of New York	 








My Commission expires: 10/6/2012



NOTARIAL SEAL







 









 








	 	 	 	 	 

	STATE OF NORTH CAROLINA

	 	 	)	 
	 

	 	 	) ss.:	 
	COUNTY OF MECKLENBURG

	 	 	)	 






          On this 12th day of December 2011, before me, the undersigned, a Notary Public in and for the
State of North Carolina, duly commissioned and sworn, personally appeared Janice M. Smith, to me
known who, by me duly sworn, did depose and acknowledge before me and say that he/she is a
Managing Director of Bank of America, National Association, a national banking association, the
national banking association described in and that executed the foregoing instrument; and that
he/she signed his/her name thereto under authority of the board of directors of said national
banking association and on behalf of such national banking association.




          WITNESS my hand and seal hereto affixed the day and year first above written.




	 	 	 	 	 
	 	 	 
	 	/s/ Laurene Winston	 
	 	Notary Public in and for the State of North Carolina	 



My Commission expires: August 16, 2012



NOTARIAL SEAL





 




 









 








	 	 	 	 	 

	STATE OF FLORIDA

	 	 	)	 
	 

	 	 	) ss.:	 
	COUNTY OF MIAMI-DADE

	 	 	)	 






          On this 9th day of December 2011, before me, the undersigned, a Notary Public in and for the
State of Florida, duly commissioned and sworn, personally appeared Job Warshaw, to me
known who, by me duly sworn, did depose and acknowledge before me and say that he/she is a
Co President of LNR Partners, LLC, a Florida limited liability company, the limited liability
company described in and that executed the foregoing instrument; and that he/she signed his/her
name thereto under authority of the board of directors of said limited liability company and on
behalf of such limited liability company.




          WITNESS my hand and seal hereto affixed the day and year first above written.




	 	 	 	 	 
	 	/s/ Adda O. Williams	 
	 	  	Print Name:  	 
	 	NOTARY PUBLIC, 	 
	 
	 		 


My Commission expires:



NOTARIAL SEAL








 









 







	 	 	 	 	 

	STATE OF NEW YORK

	 	 	)	 
	 

	 	 	) ss.:	 
	COUNTY OF NEW YORK

	 	 	)	 






          On this 11th day of December 2011, before me, the undersigned, a Notary Public in and for
the State of New York, duly commissioned and sworn, personally appeared John Hannon, to me known who,
by me duly sworn, did depose and acknowledge before me and say that he/she is a Vice President of
Citibank, N.A., a national banking association, the national banking association described in and
that executed the foregoing instrument; and that he/she signed his/her name thereto under authority
of the board of directors of said national banking association and on behalf of such national
banking association.




          WITNESS my hand and seal hereto affixed the day and year first above written.




	 	 	 	 	 
	 	/s/ Noreen Iris Santos	 
	 	  	Print Name:  	 
	 	NOTARY PUBLIC, 	 
	 
	 		 



My Commission expires:



NOTARIAL SEAL








 









 








	 	 	 	 	 

	STATE OF GEORGIA

	 	 	)	 
	 

	 	 	) ss.:	 
	COUNTY OF FULTON

	 	 	)	 





          On this 9th day of December 2011, before me, the undersigned, a Notary Public in and for
Fulton County, Georgia, duly commissioned and sworn, personally appeared J. Gregory Winchester, to me known who,
by me duly sworn, did depose and acknowledge before me and say that he/she is a Managing Director of
TriMont Real Estate Advisors, Inc., a Georgia corporation, the corporation described in and that
executed the foregoing instrument; and that he/she signed his/her name thereto under authority of
the board of directors of said corporation and on behalf of such corporation.




          WITNESS my hand and seal hereto affixed the day and year first above written.




	 	 	 	 	 
	 	/s/ Evanthe Faye Papastathis	 
	 	  	Print Name: Evanthe Faye Papastathis	 
	 	NOTARY PUBLIC, 	 
	 


My Commission expires: 1-25-15



NOTARIAL SEAL




          





 











 





EXHIBIT A-1




CFCRE COMMERCIAL MORTGAGE TRUST 2011-C2

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2011-C2, CLASS A-1


[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER,
EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE
& CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1



TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO
NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL
INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.



THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSOR, THE
MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING
ADVISOR, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE
UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.



PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS CERTIFICATE
AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW.



IF THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE FIDUCIARY
RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
(“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, OR ANY PERSON ACTING
ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE,
SUCH PLAN OR SUCH PERSON MUST BE AN ACCREDITED INVESTOR (AS DEFINED IN RULE 501(a)(1) OF REGULATION
D UNDER THE SECURITIES ACT).



THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS
THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE
OF 1986, AS AMENDED.






 




			
	1	 	Legend required as long as DTC is the
Depository under the Pooling and Servicing Agreement.




A-1-1









 










CFCRE COMMERCIAL MORTGAGE TRUST 2011-C2

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2011-C2, CLASS A-1




	 	 	 

	Pass-Through Rate: [_____]%
	 	 
	 
	 	 
	First Distribution Date: January 17, 2012

	 	Cut-Off Date: With
respect to each mortgage
loan, the due date in
December 2011 for that
mortgage loan.
	 
	 	 
	Aggregate Initial Certificate Principal Amount
of the Class A-1 Certificates: $52,288,000

	 	Expected Final
Distribution Date: the
Distribution Date in May
2016
	 
	 	 
	CUSIP: 12527DAN0

ISIN: US12527DAN03
	 	 
	 
	 	 
	No.: 1
	 	 






     This certifies that Cede & Co. is the registered owner of a beneficial ownership interest in a
Trust Fund, including the distributions to be made with respect to the Class A-1 Certificates. The
Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by
first liens on commercial, multifamily and manufactured housing community properties and held in
trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created, and the
Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined
below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms,
provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. Also issued
under the Pooling and Servicing Agreement are the Class A-2, Class A-3, Class A-4, Class A-J, Class
X-A, Class X-B, Class B, Class C, Class D, Class E, Class F, Class G, Class NR, Class S and Class R
Certificates (together with the Class A-1 Certificates, the “Certificates”; the Holders of
Certificates issued under the Pooling and Servicing Agreement are collectively referred to herein
as “Certificateholders”).



     This Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and
Servicing Agreement dated as of December 11, 2011 (the “Pooling and Servicing
Agreement”), and executed in connection with the CFCRE Commercial Mortgage Trust 2011-C2
Commercial Mortgage Pass-Through Certificates, Series 2011-C2. To the extent not defined herein,
capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing
Agreement.



     The Certificate Administrator makes no representation or warranty as to any of the statements
contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans and has
executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.



     Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator
will distribute (other than the final distribution on any Certificate), on the 4th Business Day
following the Determination Date of each month, commencing in January 2012 (each such date, a
“Distribution Date”), to the Person in whose name this Certificate is registered as of the
related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of principal and
interest then distributable, if any, allocable to the Class A-1 Certificates for such Distribution
Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this
Certificate may be entitled to Yield Maintenance Charges, as provided in the Pooling and Servicing
Agreement.



     Interest accrued on this Certificate during an Interest Accrual Period, plus the aggregate
unpaid Interest Shortfall with respect to this Certificate, if any, will be payable on the related
Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution



A-1-2









 




Date and with respect to the Class A-1 Certificates is the calendar month preceding the month
in which such Distribution Date occurs and is assumed to consist of 30 days.




     All distributions (other than the final distribution on any Certificate) will be made by the
Certificate Administrator to the persons in whose names the Certificates are registered at the
close of business on each Record Date, which will be the close of business on the last day of the
month immediately preceding the month in which such Distribution Date occurs, or if such day is not
a Business Day, the immediately preceding Business Day. Distributions are required to be made (a)
by wire transfer of immediately available funds to the account of such Certificateholder at a bank
or other entity located in the United States and having appropriate facilities therefor, if such
Certificateholder provides the Certificate Administrator with wiring instructions no less than five
Business Days prior to the related Record Date, or otherwise (b) by check mailed to such
Certificateholder. The final distribution on each Certificate shall be made in like manner, but
only upon presentment and surrender of such Certificate at the office of the Certificate
Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as
such agent) that is specified in the notice to Certificateholders of such final distribution.



     Any funds not distributed on the Termination Date because of the failure of any
Certificateholders to tender their Certificates shall be set aside and held in trust for the
account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall
terminate. If any Certificates as to which notice of the Termination Date has been given pursuant
to Section 9.01 of the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the Certificate
Administrator shall mail a second notice to the remaining Certificateholders, at their last
addresses shown in the Certificate Register, to surrender their Certificates for cancellation in
order to receive, from such funds held, the final distribution with respect thereto. If within one
year after the second notice any Certificate shall not have been surrendered for cancellation, the
Certificate Administrator may, directly or through an agent, take appropriate steps to contact the
remaining Certificateholders concerning surrender of their Certificates. The costs and expenses of
maintaining such funds and of contacting Certificateholders shall be paid out of the assets which
remain held. If within two years after the second notice any Certificates shall not have been
surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders all
amounts distributable to the Holders thereof. No interest shall accrue or be payable to any
Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling
and Servicing Agreement.



     This Certificate is limited in right of payment to, among other things, certain collections
and recoveries in respect of the Mortgage Loans, as more specifically set forth herein and in the
Pooling and Servicing Agreement.



     As provided in the Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage
Loans as from time to time are subject to the Pooling and Servicing Agreement, together with the
Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections in
respect of the Mortgage Loans due after the Cut-Off Date (or with respect to a Qualified Substitute
Mortgage Loan, the Due Date in the month of the substitution); (iii) any REO Property (to the
extent of the Trust Fund’s interest therein); (iv) all revenues received in respect of any REO
Property (to the extent of the Trust Fund’s interest therein); (v) the Master Servicer’s and the
Trustee’s rights under the insurance policies with respect to the Mortgage Loans required to be
maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof (to the extent
of the Trust Fund’s interest therein); (vi) the Trustee’s rights in any Assignments of Leases,
Rents and Profits and any security agreements (to the extent of the Trust Fund’s interest therein);
(vii) any indemnities or guaranties given as additional security for any Mortgage Loan (to the
extent of the Trust Fund’s interest therein); (viii) all of the Trustee’s and the Certificate
Administrator’s rights in the Escrow Accounts and Lock-Box Accounts (to the extent of the Trust
Fund’s interest therein) and all proceeds of the Mortgage Loans deposited in a Split-Loan Custodial
Account, the Collection Account, any Distribution Account, the Interest Reserve Account, the Excess
Liquidation Proceeds Reserve Account and any REO Account, including reinvestment income thereon;
(ix) the Trust’s rights in any environmental indemnity agreements relating to the Mortgaged
Properties and the Trust’s rights under each Intercreditor Agreement (to the extent of the Trust
Fund’s interest therein); (x) all of the equity interests in limited liability companies or limited
partnerships owned by the Trust to which Defaulted Mortgage Loans or REO Properties have been
transferred (in each case with respect to any Split-Loan, subject to the rights of any related
Companion Loan Holder to the extent set forth in the related Intercreditor Agreement); and (xi) the
Lower-Tier Regular Interests.



A-1-3









 





     This Certificate does not purport to summarize the Pooling and Servicing Agreement, and
reference is made to the Pooling and Servicing Agreement for the interests, rights, benefits,
obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.



     As provided in the Pooling and Servicing Agreement, subject to certain restrictions on
transfer set forth therein, upon surrender for registration of transfer of any Certificate, the
Certificate Registrar shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like
aggregate interest and of the same Class.



     Prior to due presentation of this Certificate for registration of transfer, the Trustee, the
Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the
Certificate Registrar, and any agent of the Trustee, the Master Servicer, the Special Servicer, the
Operating Advisor, the Certificate Administrator or the Certificate Registrar may treat the Person
in whose name any Certificate is registered as the owner of such Certificate for the purpose of
receiving distributions as provided in the Pooling and Servicing Agreement and for all other
purposes whatsoever, and neither the Trustee, the Master Servicer, the Special Servicer, the
Operating Advisor, the Certificate Administrator, the Certificate Registrar, nor any agent of the
Trustee, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate
Administrator or the Certificate Registrar shall be affected by any notice to the contrary;
provided, however, that to the extent that a party to the Pooling and Servicing
Agreement responsible for distributing any report, statement or other information required to be
distributed to Certificateholders has been provided an Investor Certification, such party to the
Pooling and Servicing Agreement shall distribute such report, statement or other information to
such Beneficial Owner (or prospective transferee).



     The Pooling and Servicing Agreement or any Custodial Agreement may be amended from time to
time by the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the
Certificate Administrator and the Trustee, without the consent of any of the Certificateholders,
or, as applicable, any Companion Loan Holder, as set forth in Section 11.07 of the Pooling
and Servicing Agreement. The Pooling and Servicing Agreement or any Custodial Agreement may also
be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the
Operating Advisor, the Certificate Administrator and the Trustee with the consent of the Holders of
Certificates representing not less than 66-2/3% of the Percentage Interests of each Class of
Certificates affected by the amendment for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of
modifying in any manner the rights of the Certificateholders, subject to the exceptions set forth
in such Section 11.07.



     The Holders of the Controlling Class representing greater than 50% Percentage Interest of the
Controlling Class may effect an early termination of the Trust Fund, upon not less than 30 days’
prior notice given to the Depositor, the Trustee, the Certificate Administrator, the Operating
Advisor, each Companion Loan Holder, the Special Servicer and Master Servicer any time on or after
the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on
such date all, but not less than all, of the Mortgage Loans then included in the Trust Fund, and
all property acquired by the Trust Fund in respect of any Mortgage Loan, at a purchase price,
payable in cash, calculated in accordance with Section 9.01(c) of the Pooling and Servicing
Agreement.



     The Holders of the Controlling Class representing greater than 50% of the Certificate
Principal Amount of the Controlling Class, or if such Holders do not, the Special Servicer, or if
neither such Holders nor the Special Servicer do, the Master Servicer or, if neither such Holders
nor the Special Servicer nor the Master Servicer does, any Holder of a Class R Certificate
representing greater than a 50% Percentage Interest in such Class, may also effect such termination
as provided above if such party first notifies the Controlling Class Representative and each
Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R
Certificate, notifies the Certificate Administrator (who shall notify each of the Controlling Class
Representative, each Certifying Certificateholder and the Master Servicer) of its intention to do
so in writing within 30 days following the Early Termination Notice Date. All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in
connection with the purchase of the Mortgage Loans and other assets of the Trust Fund pursuant to
Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the party
exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely
conclusively on any determination made by an Appraiser pursuant to Section 9.01(c) of the
Pooling and Servicing Agreement.



     The respective obligations and responsibilities of the Master Servicer, the Special Servicer,
the Depositor, the Operating Advisor, the Certificate Administrator and the Trustee created hereby
with respect to the Certificates



A-1-4









 




(other than the obligation to make certain payments and to send certain notices to
Certificateholders as hereinafter set forth) and any related Companion Loan shall terminate
immediately following the earlier to occur of (i) the purchase by the Holders of the Controlling
Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates of all
the Mortgage Loans and REO Property then included in the Trust Fund pursuant to Section
9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the Remaining
Certificateholder pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and
(iii) the final payment or other liquidation (or any advance with respect thereto) of the last
Mortgage Loan contained in the Trust Fund; provided, however, that in no event
shall the trust created thereby continue beyond the expiration of twenty-one years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United
States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All such
payments as contemplated by the preceding paragraph shall be deposited into the Collection Account
by the Master Servicer or Special Servicer, as applicable promptly following receipt thereof.




     Unless the Certificate of Authentication on this Certificate has been executed by the
Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature, this
Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be
valid for any purpose.



     THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE
ARISING UNDER OR RELATED TO THIS CERTIFICATE OR THE POOLING AND SERVICING AGREEMENT, THE
RELATIONSHIP OF THE PARTIES TO THE POOLING AND SERVICING AGREEMENT, AND/OR THE INTERPRETATION AND
ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES TO THE POOLING AND SERVICING AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW
YORK, WITHOUT REGARD TO THE CHOICE OF LAW RULES THEREOF. THE PARTIES HERETO INTEND THAT THE
PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT.



A-1-5









 





     IN WITNESS WHEREOF, the Certificate Administrator has caused this Class A-1 Certificate to be
duly executed.



	 	 	 	 	 
	 	CITIBANK, N.A.,

not in its individual capacity but solely as

Certificate Administrator

 	 
	 	By:  	
 	 
	 	 	Authorized Signatory 	 
	 	 	 	 
	 


Dated: ______________




CERTIFICATE OF AUTHENTICATION





     This is one of the Class A-1 Certificates referred to in the Pooling and Servicing Agreement.


Dated: ______________




	 	 	 	 	 
	 	CITIBANK, N.A.,

not in its individual capacity but solely

as Authenticating Agent

 	 
	 	By:  	
 	 
	 	 	Authorized Signatory 	 
	 	 	 	 



A-1-6









 






	 	 	 	 	 



ASSIGNMENT





     FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and
transfer(s) unto ______________________ ____________________ (please print or typewrite name(s) and
address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire
Percentage Interest represented by the within Class A-1 Certificate and hereby authorize(s) the
registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust
Fund.



     I (we) further direct the Certificate Registrar to issue a new Class A-1 Certificate of the
entire Percentage Interest represented by the within Class A-1 Certificates to the above-named
Assignee(s) and to deliver such Class A-1 Certificate to the following address:



Date: _________________




	 	 	 	 	 
	 	 	 
	 	  	
 	 
	 	 	Signature by or on behalf of Assignor(s) 	 
	 	 	 
	 	  	
 	 
	 	 	Taxpayer Identification Number   	 
	 	 	 	 
	 




A-1-7








 









DISTRIBUTION INSTRUCTIONS





     The Assignee(s) should include the following for purposes of distribution:



     Address of the Assignee(s) for the purpose of receiving notices and distributions: ______________________________________________



 




Distributions, if being made by wire transfer in immediately available funds to
__________________________ for the account of __________________________ account number
___________________________.
This information is provided by ____________________, the Assignee(s) named above or
__________________________ as its (their) agent.



	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	[Please print or type name(s)] 	 
	 	 	 
	 	  	
 	 
	 	 	Title 	 
	 	 	 
	 	  	
 	 
	 	 	Taxpayer Identification Number 	 
	 	 	 	 




A-1-8











 





EXHIBIT A-2




CFCRE COMMERCIAL MORTGAGE TRUST 2011-C2

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2011-C2, CLASS A-2


[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER,
EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE
& CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1



TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO
NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL
INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.



THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSOR, THE
MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING
ADVISOR, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE
UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.



PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS CERTIFICATE
AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW.



IF THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE FIDUCIARY
RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
(“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, OR ANY PERSON ACTING
ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE,
SUCH PLAN OR SUCH PERSON MUST BE AN ACCREDITED INVESTOR (AS DEFINED IN RULE 501(a)(1) OF REGULATION
D UNDER THE SECURITIES ACT).



THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS
THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE
OF 1986, AS AMENDED.






 




			
	1	 	Legend required as long as DTC is the
Depository under the Pooling and Servicing Agreement.




A-2-1









 










CFCRE COMMERCIAL MORTGAGE TRUST 2011-C2

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2011-C2, CLASS A-2




	 	 	 

	Pass-Through Rate: [______]%

	 	 
	 
	 	 
	First Distribution Date: January 17, 2012

	 	Cut-Off Date: With respect to each mortgage loan, the

due date in December 2011 for that mortgage loan.
	 
	 	 
	Aggregate Initial Certificate Principal Amount
of the Class A-2 Certificates: $341,412,000

	 	Expected Final Distribution Date: the Distribution Date

in December 2016
	 
	 	 
	CUSIP: 12527DAP5

ISIN: US12527DAP50

	 	 
	 
	 	 
	No.: 1
	 	 






     This certifies that Cede & Co. is the registered owner of a beneficial ownership interest in a
Trust Fund, including the distributions to be made with respect to the Class A-2 Certificates. The
Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by
first liens on commercial, multifamily and manufactured housing community properties and held in
trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created, and the
Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined
below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms,
provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. Also issued
under the Pooling and Servicing Agreement are the Class A-1, Class A-3, Class A-4, Class A-J,
Class X-A, Class X-B, Class B, Class C, Class D, Class E, Class F, Class G, Class NR, Class S and
Class R Certificates (together with the Class A-2 Certificates, the “Certificates”; the
Holders of Certificates issued under the Pooling and Servicing Agreement are collectively referred
to herein as “Certificateholders”).



     This Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and
Servicing Agreement dated as of December 11, 2011 (the “Pooling and Servicing
Agreement”), and executed in connection with the CFCRE Commercial Mortgage Trust 2011-C2
Commercial Mortgage Pass-Through Certificates, Series 2011-C2. To the extent not defined herein,
capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing
Agreement.



     The Certificate Administrator makes no representation or warranty as to any of the statements
contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans and has
executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.



     Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator
will distribute (other than the final distribution on any Certificate), on the 4th Business Day
following the Determination Date of each month, commencing in January 2012 (each such date, a
“Distribution Date”), to the Person in whose name this Certificate is registered as of the
related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of principal and
interest then distributable, if any, allocable to the Class A-2 Certificates for such Distribution
Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this
Certificate may be entitled to Yield Maintenance Charges, as provided in the Pooling and Servicing
Agreement.



     Interest accrued on this Certificate during an Interest Accrual Period, plus the aggregate
unpaid Interest Shortfall with respect to this Certificate, if any, will be payable on the related
Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution



A-2-2









 




Date and with respect to the Class A-2 Certificates is the calendar month preceding the month
in which such Distribution Date occurs and is assumed to consist of 30 days.




     All distributions (other than the final distribution on any Certificate) will be made by the
Certificate Administrator to the persons in whose names the Certificates are registered at the
close of business on each Record Date, which will be the close of business on the last day of the
month immediately preceding the month in which such Distribution Date occurs, or if such day is not
a Business Day, the immediately preceding Business Day. Distributions are required to be made (a)
by wire transfer of immediately available funds to the account of such Certificateholder at a bank
or other entity located in the United States and having appropriate facilities therefor, if such
Certificateholder provides the Certificate Administrator with wiring instructions no less than five
Business Days prior to the related Record Date, or otherwise (b) by check mailed to such
Certificateholder. The final distribution on each Certificate shall be made in like manner, but
only upon presentment and surrender of such Certificate at the office of the Certificate
Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as
such agent) that is specified in the notice to Certificateholders of such final distribution.



     Any funds not distributed on the Termination Date because of the failure of any
Certificateholders to tender their Certificates shall be set aside and held in trust for the
account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall
terminate. If any Certificates as to which notice of the Termination Date has been given pursuant
to Section 9.01 of the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the Certificate
Administrator shall mail a second notice to the remaining Certificateholders, at their last
addresses shown in the Certificate Register, to surrender their Certificates for cancellation in
order to receive, from such funds held, the final distribution with respect thereto. If within one
year after the second notice any Certificate shall not have been surrendered for cancellation, the
Certificate Administrator may, directly or through an agent, take appropriate steps to contact the
remaining Certificateholders concerning surrender of their Certificates. The costs and expenses of
maintaining such funds and of contacting Certificateholders shall be paid out of the assets which
remain held. If within two years after the second notice any Certificates shall not have been
surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders all
amounts distributable to the Holders thereof. No interest shall accrue or be payable to any
Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling
and Servicing Agreement.



     This Certificate is limited in right of payment to, among other things, certain collections
and recoveries in respect of the Mortgage Loans, as more specifically set forth herein and in the
Pooling and Servicing Agreement.



     As provided in the Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage
Loans as from time to time are subject to the Pooling and Servicing Agreement, together with the
Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections in
respect of the Mortgage Loans due after the Cut-Off Date (or with respect to a Qualified Substitute
Mortgage Loan, the Due Date in the month of the substitution); (iii) any REO Property (to the
extent of the Trust Fund’s interest therein); (iv) all revenues received in respect of any REO
Property (to the extent of the Trust Fund’s interest therein); (v) the Master Servicer’s and the
Trustee’s rights under the insurance policies with respect to the Mortgage Loans required to be
maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof (to the extent
of the Trust Fund’s interest therein); (vi) the Trustee’s rights in any Assignments of Leases,
Rents and Profits and any security agreements (to the extent of the Trust Fund’s interest therein);
(vii) any indemnities or guaranties given as additional security for any Mortgage Loan (to the
extent of the Trust Fund’s interest therein); (viii) all of the Trustee’s and the Certificate
Administrator’s rights in the Escrow Accounts and Lock-Box Accounts (to the extent of the Trust
Fund’s interest therein) and all proceeds of the Mortgage Loans deposited in a Split-Loan Custodial
Account, the Collection Account, any Distribution Account, the Interest Reserve Account, the Excess
Liquidation Proceeds Reserve Account and any REO Account, including reinvestment income thereon;
(ix) the Trust’s rights in any environmental indemnity agreements relating to the Mortgaged
Properties and the Trust’s rights under each Intercreditor Agreement (to the extent of the Trust
Fund’s interest therein); (x) all of the equity interests in limited liability companies or limited
partnerships owned by the Trust to which Defaulted Mortgage Loans or REO Properties have been
transferred (in each case with respect to any Split-Loan, subject to the rights of any related
Companion Loan Holder to the extent set forth in the related Intercreditor Agreement); and (xi) the
Lower-Tier Regular Interests.



A-2-3









 





     This Certificate does not purport to summarize the Pooling and Servicing Agreement, and
reference is made to the Pooling and Servicing Agreement for the interests, rights, benefits,
obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.



     As provided in the Pooling and Servicing Agreement, subject to certain restrictions on
transfer set forth therein, upon surrender for registration of transfer of any Certificate, the
Certificate Registrar shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like
aggregate interest and of the same Class.



     Prior to due presentation of this Certificate for registration of transfer, the Trustee, the
Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the
Certificate Registrar, and any agent of the Trustee, the Master Servicer, the Special Servicer, the
Operating Advisor, the Certificate Administrator or the Certificate Registrar may treat the Person
in whose name any Certificate is registered as the owner of such Certificate for the purpose of
receiving distributions as provided in the Pooling and Servicing Agreement and for all other
purposes whatsoever, and neither the Trustee, the Master Servicer, the Special Servicer, the
Operating Advisor, the Certificate Administrator, the Certificate Registrar, nor any agent of the
Trustee, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate
Administrator or the Certificate Registrar shall be affected by any notice to the contrary;
provided, however, that to the extent that a party to the Pooling and Servicing
Agreement responsible for distributing any report, statement or other information required to be
distributed to Certificateholders has been provided an Investor Certification, such party to the
Pooling and Servicing Agreement shall distribute such report, statement or other information to
such Beneficial Owner (or prospective transferee).



     The Pooling and Servicing Agreement or any Custodial Agreement may be amended from time to
time by the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the
Certificate Administrator and the Trustee, without the consent of any of the Certificateholders,
or, as applicable, any Companion Loan Holder, as set forth in Section 11.07 of the Pooling
and Servicing Agreement. The Pooling and Servicing Agreement or any Custodial Agreement may also
be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the
Operating Advisor, the Certificate Administrator and the Trustee with the consent of the Holders of
Certificates representing not less than 66-2/3% of the Percentage Interests of each Class of
Certificates affected by the amendment for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of
modifying in any manner the rights of the Certificateholders, subject to the exceptions set forth
in such Section 11.07.



     The Holders of the Controlling Class representing greater than 50% Percentage Interest of the
Controlling Class may effect an early termination of the Trust Fund, upon not less than 30 days’
prior notice given to the Depositor, the Trustee, the Certificate Administrator, the Operating
Advisor, each Companion Loan Holder, the Special Servicer and Master Servicer any time on or after
the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on
such date all, but not less than all, of the Mortgage Loans then included in the Trust Fund, and
all property acquired by the Trust Fund in respect of any Mortgage Loan, at a purchase price,
payable in cash, calculated in accordance with Section 9.01(c) of the Pooling and Servicing
Agreement.



     The Holders of the Controlling Class representing greater than 50% of the Certificate
Principal Amount of the Controlling Class, or if such Holders do not, the Special Servicer, or if
neither such Holders nor the Special Servicer do, the Master Servicer or, if neither such Holders
nor the Special Servicer nor the Master Servicer does, any Holder of a Class R Certificate
representing greater than a 50% Percentage Interest in such Class, may also effect such termination
as provided above if such party first notifies the Controlling Class Representative and each
Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R
Certificate, notifies the Certificate Administrator (who shall notify each of the Controlling Class
Representative, each Certifying Certificateholder and the Master Servicer) of its intention to do
so in writing within 30 days following the Early Termination Notice Date. All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in
connection with the purchase of the Mortgage Loans and other assets of the Trust Fund pursuant to
Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the party
exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely
conclusively on any determination made by an Appraiser pursuant to Section 9.01(c) of the
Pooling and Servicing Agreement.



     The respective obligations and responsibilities of the Master Servicer, the Special Servicer,
the Depositor, the Operating Advisor, the Certificate Administrator and the Trustee created hereby
with respect to the Certificates



A-2-4









 




(other than the obligation to make certain payments and to send certain notices to
Certificateholders as hereinafter set forth) and any related Companion Loan shall terminate
immediately following the earlier to occur of (i) the purchase by the Holders of the Controlling
Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates of all
the Mortgage Loans and REO Property then included in the Trust Fund pursuant to Section
9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the Remaining
Certificateholder pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and
(iii) the final payment or other liquidation (or any advance with respect thereto) of the last
Mortgage Loan contained in the Trust Fund; provided, however, that in no event
shall the trust created thereby continue beyond the expiration of twenty-one years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United
States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All such
payments as contemplated by the preceding paragraph shall be deposited into the Collection Account
by the Master Servicer or Special Servicer, as applicable promptly following receipt thereof.




     Unless the Certificate of Authentication on this Certificate has been executed by the
Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature, this
Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be
valid for any purpose.



     THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE
ARISING UNDER OR RELATED TO THIS CERTIFICATE OR THE POOLING AND SERVICING AGREEMENT, THE
RELATIONSHIP OF THE PARTIES TO THE POOLING AND SERVICING AGREEMENT, AND/OR THE INTERPRETATION AND
ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES TO THE POOLING AND SERVICING AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW
YORK, WITHOUT REGARD TO THE CHOICE OF LAW RULES THEREOF. THE PARTIES HERETO INTEND THAT THE
PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT.



A-2-5









 





     IN WITNESS WHEREOF, the Certificate Administrator has caused this Class A-2 Certificate to be
duly executed.



	 	 	 	 	 
	 	CITIBANK, N.A.,

not in its individual capacity but solely as

Certificate Administrator

 	 
	 	By:  	 	 
	 	 	Authorized Signatory 	 
	 	 	 	 
	 


Dated:                                         




CERTIFICATE OF AUTHENTICATION





     This is one of the Class A-2 Certificates referred to in the Pooling and Servicing Agreement.


Dated:                                         




	 	 	 	 	 
	 	CITIBANK, N.A.,

not in its individual capacity but solely

as Authenticating Agent

 	 
	 	By:  	 	 
	 	 	Authorized Signatory 	 
	 	 	 	 



A-2-6









 







ASSIGNMENT





     FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and
transfer(s) unto ________________________

______________________________________________________________________ (please print or typewrite name(s) and address(es), including postal
zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by
the within Class A-2 Certificate and hereby authorize(s) the registration of transfer of such
interest to Assignee(s) on the Certificate Register of the Trust Fund.



     I (we) further direct the Certificate Registrar to issue a new Class A-2 Certificate of the
entire Percentage Interest represented by the within Class A-2 Certificates to the above-named
Assignee(s) and to deliver such Class A-2 Certificate to the following address:


Date:                                         




	 	 	 	 	 
	 	  	
 	 
	 	 	Signature by or on behalf of Assignor(s) 	 



	 	 	 	 	 
	 	  	
 	 
	 	 	Taxpayer Identification Number 	 
	 




A-2-7











 




DISTRIBUTION INSTRUCTIONS





     The Assignee(s) should include the following for purposes of distribution:



     Address of the Assignee(s) for the purpose of receiving notices and distributions: ______________________________________________



 




Distributions, if being made by wire transfer in immediately available funds to
__________________________ for the account of __________________________ account number
___________________________.
This information is provided by ____________________, the Assignee(s) named above or
__________________________ as its (their) agent.



	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	[Please print or type name(s)] 	 
	 	 	 
	 	  	
 	 
	 	 	Title 	 
	 	 	 
	 	  	
 	 
	 	 	Taxpayer Identification Number 	 
	 	 	 	 



A-2-8









 






EXHIBIT A-3




CFCRE COMMERCIAL MORTGAGE TRUST 2011-C2

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2011-C2, CLASS A-3


[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER,
EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE
& CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1



TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO
NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL
INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.



THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSOR, THE
MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING
ADVISOR, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE
UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.



PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS CERTIFICATE
AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW.



IF THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE FIDUCIARY
RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
(“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, OR ANY PERSON ACTING
ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE,
SUCH PLAN OR SUCH PERSON MUST BE AN ACCREDITED INVESTOR (AS DEFINED IN RULE 501(a)(1) OF REGULATION
D UNDER THE SECURITIES ACT).



THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS
THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE
OF 1986, AS AMENDED.






 




			
	1	 	Legend required as long as DTC is the
Depository under the Pooling and Servicing Agreement.




A-3-1









 









CFCRE COMMERCIAL MORTGAGE TRUST 2011-C2

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2011-C2, CLASS A-3




	 	 	 

	Pass-Through Rate: [______]%
	 
	 	 
	First Distribution Date: January 17, 2012

	 	Cut-Off Date: With
respect to each mortgage
loan, the due date in
December 2011 for that
mortgage loan.
	 
	 	 
	Aggregate Initial Certificate Principal Amount
of the Class A-3 Certificates: $34,139,000

	 	Expected Final Distribution Date: the Distribution Date in April 2021
	 
	 	 
	CUSIP: 12527DAQ3

ISIN: US12527DAQ34
	 	 
	 
	 	 
	No.: 1
	 	 






     This certifies that Cede & Co. is the registered owner of a beneficial ownership interest in a
Trust Fund, including the distributions to be made with respect to the Class A-3 Certificates. The
Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by
first liens on commercial, multifamily and manufactured housing community properties and held in
trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created, and the
Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined
below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms,
provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. Also issued
under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-4, Class A-J, Class
X-A, Class X-B, Class B, Class C, Class D, Class E, Class F, Class G, Class NR, Class S and Class R
Certificates (together with the Class A-3 Certificates, the “Certificates”; the Holders of
Certificates issued under the Pooling and Servicing Agreement are collectively referred to herein
as “Certificateholders”).



     This Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and
Servicing Agreement dated as of December 11, 2011 (the “Pooling and Servicing
Agreement”), and executed in connection with the CFCRE Commercial Mortgage Trust 2011-C2
Commercial Mortgage Pass-Through Certificates, Series 2011-C2. To the extent not defined herein,
capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing
Agreement.



     The Certificate Administrator makes no representation or warranty as to any of the statements
contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans and has
executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.



     Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator
will distribute (other than the final distribution on any Certificate), on the 4th Business Day
following the Determination Date of each month, commencing in January 2012 (each such date, a
“Distribution Date”), to the Person in whose name this Certificate is registered as of the
related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of principal and
interest then distributable, if any, allocable to the Class A-3 Certificates for such Distribution
Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this
Certificate may be entitled to Yield Maintenance Charges, as provided in the Pooling and Servicing
Agreement.



     Interest accrued on this Certificate during an Interest Accrual Period, plus the aggregate
unpaid Interest Shortfall with respect to this Certificate, if any, will be payable on the related
Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution



A-3-2









 




Date and with respect to the Class A-3 Certificates is the calendar month preceding the month
in which such Distribution Date occurs and is assumed to consist of 30 days.




     All distributions (other than the final distribution on any Certificate) will be made by the
Certificate Administrator to the persons in whose names the Certificates are registered at the
close of business on each Record Date, which will be the close of business on the last day of the
month immediately preceding the month in which such Distribution Date occurs, or if such day is not
a Business Day, the immediately preceding Business Day. Distributions are required to be made (a)
by wire transfer of immediately available funds to the account of such Certificateholder at a bank
or other entity located in the United States and having appropriate facilities therefor, if such
Certificateholder provides the Certificate Administrator with wiring instructions no less than five
Business Days prior to the related Record Date, or otherwise (b) by check mailed to such
Certificateholder. The final distribution on each Certificate shall be made in like manner, but
only upon presentment and surrender of such Certificate at the office of the Certificate
Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as
such agent) that is specified in the notice to Certificateholders of such final distribution.



     Any funds not distributed on the Termination Date because of the failure of any
Certificateholders to tender their Certificates shall be set aside and held in trust for the
account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall
terminate. If any Certificates as to which notice of the Termination Date has been given pursuant
to Section 9.01 of the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the Certificate
Administrator shall mail a second notice to the remaining Certificateholders, at their last
addresses shown in the Certificate Register, to surrender their Certificates for cancellation in
order to receive, from such funds held, the final distribution with respect thereto. If within one
year after the second notice any Certificate shall not have been surrendered for cancellation, the
Certificate Administrator may, directly or through an agent, take appropriate steps to contact the
remaining Certificateholders concerning surrender of their Certificates. The costs and expenses of
maintaining such funds and of contacting Certificateholders shall be paid out of the assets which
remain held. If within two years after the second notice any Certificates shall not have been
surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders all
amounts distributable to the Holders thereof. No interest shall accrue or be payable to any
Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling
and Servicing Agreement.



     This Certificate is limited in right of payment to, among other things, certain collections
and recoveries in respect of the Mortgage Loans, as more specifically set forth herein and in the
Pooling and Servicing Agreement.



     As provided in the Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage
Loans as from time to time are subject to the Pooling and Servicing Agreement, together with the
Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections in
respect of the Mortgage Loans due after the Cut-Off Date (or with respect to a Qualified Substitute
Mortgage Loan, the Due Date in the month of the substitution); (iii) any REO Property (to the
extent of the Trust Fund’s interest therein); (iv) all revenues received in respect of any REO
Property (to the extent of the Trust Fund’s interest therein); (v) the Master Servicer’s and the
Trustee’s rights under the insurance policies with respect to the Mortgage Loans required to be
maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof (to the extent
of the Trust Fund’s interest therein); (vi) the Trustee’s rights in any Assignments of Leases,
Rents and Profits and any security agreements (to the extent of the Trust Fund’s interest therein);
(vii) any indemnities or guaranties given as additional security for any Mortgage Loan (to the
extent of the Trust Fund’s interest therein); (viii) all of the Trustee’s and the Certificate
Administrator’s rights in the Escrow Accounts and Lock-Box Accounts (to the extent of the Trust
Fund’s interest therein) and all proceeds of the Mortgage Loans deposited in a Split-Loan Custodial
Account, the Collection Account, any Distribution Account, the Interest Reserve Account, the Excess
Liquidation Proceeds Reserve Account and any REO Account, including reinvestment income thereon;
(ix) the Trust’s rights in any environmental indemnity agreements relating to the Mortgaged
Properties and the Trust’s rights under each Intercreditor Agreement (to the extent of the Trust
Fund’s interest therein); (x) all of the equity interests in limited liability companies or limited
partnerships owned by the Trust to which Defaulted Mortgage Loans or REO Properties have been
transferred (in each case with respect to any Split-Loan, subject to the rights of any related
Companion Loan Holder to the extent set forth in the related Intercreditor Agreement); and (xi) the
Lower-Tier Regular Interests.



A-3-3









 





     This Certificate does not purport to summarize the Pooling and Servicing Agreement, and
reference is made to the Pooling and Servicing Agreement for the interests, rights, benefits,
obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.



     As provided in the Pooling and Servicing Agreement, subject to certain restrictions on
transfer set forth therein, upon surrender for registration of transfer of any Certificate, the
Certificate Registrar shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like
aggregate interest and of the same Class.



     Prior to due presentation of this Certificate for registration of transfer, the Trustee, the
Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the
Certificate Registrar, and any agent of the Trustee, the Master Servicer, the Special Servicer, the
Operating Advisor, the Certificate Administrator or the Certificate Registrar may treat the Person
in whose name any Certificate is registered as the owner of such Certificate for the purpose of
receiving distributions as provided in the Pooling and Servicing Agreement and for all other
purposes whatsoever, and neither the Trustee, the Master Servicer, the Special Servicer, the
Operating Advisor, the Certificate Administrator, the Certificate Registrar, nor any agent of the
Trustee, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate
Administrator or the Certificate Registrar shall be affected by any notice to the contrary;
provided, however, that to the extent that a party to the Pooling and Servicing
Agreement responsible for distributing any report, statement or other information required to be
distributed to Certificateholders has been provided an Investor Certification, such party to the
Pooling and Servicing Agreement shall distribute such report, statement or other information to
such Beneficial Owner (or prospective transferee).



     The Pooling and Servicing Agreement or any Custodial Agreement may be amended from time to
time by the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the
Certificate Administrator and the Trustee, without the consent of any of the Certificateholders,
or, as applicable, any Companion Loan Holder, as set forth in Section 11.07 of the Pooling
and Servicing Agreement. The Pooling and Servicing Agreement or any Custodial Agreement may also
be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the
Operating Advisor, the Certificate Administrator and the Trustee with the consent of the Holders of
Certificates representing not less than 66-2/3% of the Percentage Interests of each Class of
Certificates affected by the amendment for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of
modifying in any manner the rights of the Certificateholders, subject to the exceptions set forth
in such Section 11.07.



     The Holders of the Controlling Class representing greater than 50% Percentage Interest of the
Controlling Class may effect an early termination of the Trust Fund, upon not less than 30 days’
prior notice given to the Depositor, the Trustee, the Certificate Administrator, the Operating
Advisor, each Companion Loan Holder, the Special Servicer and Master Servicer any time on or after
the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on
such date all, but not less than all, of the Mortgage Loans then included in the Trust Fund, and
all property acquired by the Trust Fund in respect of any Mortgage Loan, at a purchase price,
payable in cash, calculated in accordance with Section 9.01(c) of the Pooling and Servicing
Agreement.



     The Holders of the Controlling Class representing greater than 50% of the Certificate
Principal Amount of the Controlling Class, or if such Holders do not, the Special Servicer, or if
neither such Holders nor the Special Servicer do, the Master Servicer or, if neither such Holders
nor the Special Servicer nor the Master Servicer does, any Holder of a Class R Certificate
representing greater than a 50% Percentage Interest in such Class, may also effect such termination
as provided above if such party first notifies the Controlling Class Representative and each
Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R
Certificate, notifies the Certificate Administrator (who shall notify each of the Controlling Class
Representative, each Certifying Certificateholder and the Master Servicer) of its intention to do
so in writing within 30 days following the Early Termination Notice Date. All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in
connection with the purchase of the Mortgage Loans and other assets of the Trust Fund pursuant to
Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the party
exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely
conclusively on any determination made by an Appraiser pursuant to Section 9.01(c) of the
Pooling and Servicing Agreement.



     The respective obligations and responsibilities of the Master Servicer, the Special Servicer,
the Depositor, the Operating Advisor, the Certificate Administrator and the Trustee created hereby
with respect to the Certificates



A-3-4









 




(other than the obligation to make certain payments and to send certain notices to
Certificateholders as hereinafter set forth) and any related Companion Loan shall terminate
immediately following the earlier to occur of (i) the purchase by the Holders of the Controlling
Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates of all
the Mortgage Loans and REO Property then included in the Trust Fund pursuant to Section
9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the Remaining
Certificateholder pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and
(iii) the final payment or other liquidation (or any advance with respect thereto) of the last
Mortgage Loan contained in the Trust Fund; provided, however, that in no event
shall the trust created thereby continue beyond the expiration of twenty-one years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United
States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All such
payments as contemplated by the preceding paragraph shall be deposited into the Collection Account
by the Master Servicer or Special Servicer, as applicable promptly following receipt thereof.




     Unless the Certificate of Authentication on this Certificate has been executed by the
Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature, this
Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be
valid for any purpose.



     THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE
ARISING UNDER OR RELATED TO THIS CERTIFICATE OR THE POOLING AND SERVICING AGREEMENT, THE
RELATIONSHIP OF THE PARTIES TO THE POOLING AND SERVICING AGREEMENT, AND/OR THE INTERPRETATION AND
ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES TO THE POOLING AND SERVICING AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW
YORK, WITHOUT REGARD TO THE CHOICE OF LAW RULES THEREOF. THE PARTIES HERETO INTEND THAT THE
PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT.



A-3-5









 





     IN WITNESS WHEREOF, the Certificate Administrator has caused this Class A-3 Certificate to be
duly executed.



	 	 	 	 	 	 	 	 	 	 	 

	 	 	 	 	 	 	CITIBANK, N.A.,
not in its individual capacity but solely as Certificate Administrator
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Authorized Signatory	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Dated:
	 	 	 	 	 	 	 	 	 	 
	 

	 	 

	 	 	 	 
	 	 	 	 






CERTIFICATE OF AUTHENTICATION




     This is one of the Class A-3 Certificates referred to in the Pooling and Servicing Agreement.



	 	 	 	 	 	 	 	 	 	 	 

	Dated:
	 	 	 	 	 	 	 	 	 	 
	 

	 	 

	 	 	 	 
	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	CITIBANK, N.A.,
not in its individual capacity but solely as Authenticating Agent
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Authorized Signatory	 	 






A-3-6









 






ASSIGNMENT




     FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and
transfer(s) unto ________________________

______________________________________________________________________ (please print or typewrite name(s) and address(es), including postal
zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by
the within Class A-3 Certificate and hereby authorize(s) the registration of transfer of such
interest to Assignee(s) on the Certificate Register of the Trust Fund.


     I (we) further direct the Certificate Registrar to issue a new Class A-3 Certificate of the
entire Percentage Interest represented by the within Class A-3 Certificates to the above-named
Assignee(s) and to deliver such Class A-3 Certificate to the following address:



	 	 	 	 	 	 	 

	Date:
	 	 	 	 	 	 
	 

	 	 

	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	Signature by or on behalf of Assignor(s)
	 
	 	 	 	 	 	 
	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	Taxpayer Identification Number






A-3-7









 





DISTRIBUTION INSTRUCTIONS





     The Assignee(s) should include the following for purposes of distribution:



     Address of the Assignee(s) for the purpose of receiving notices and distributions: ______________________________________________



 




Distributions, if being made by wire transfer in immediately available funds to
__________________________ for the account of __________________________ account number
___________________________.
This information is provided by ____________________, the Assignee(s) named above or
__________________________ as its (their) agent.



	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	[Please print or type name(s)] 	 
	 	 	 
	 	  	
 	 
	 	 	Title 	 
	 	 	 
	 	  	
 	 
	 	 	Taxpayer Identification Number 	 
	 	 	 	 



A-3-8









 






EXHIBIT A-4




CFCRE COMMERCIAL MORTGAGE TRUST 2011-C2

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2011-C2, CLASS A-4


[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER,
EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE
& CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1



TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO
NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL
INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.



THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSOR, THE
MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING
ADVISOR, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE
UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.



PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS CERTIFICATE
AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW.



IF THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE FIDUCIARY
RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
(“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, OR ANY PERSON ACTING
ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE,
SUCH PLAN OR SUCH PERSON MUST BE AN ACCREDITED INVESTOR (AS DEFINED IN RULE 501(a)(1) OF REGULATION
D UNDER THE SECURITIES ACT).



THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS
THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE
OF 1986, AS AMENDED.






 




			
	1	 	Legend required as long as DTC is the
Depository under the Pooling and Servicing Agreement.




A-4-1









 










CFCRE COMMERCIAL MORTGAGE TRUST 2011-C2

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2011-C2, CLASS A-4




	 	 	 

	Pass-Through Rate: [____]%
	 	 
	 
	 	 
	First Distribution Date: January 17, 2012

	 	Cut-Off Date: With
respect to each mortgage
loan, the due date in
December 2011 for that
mortgage loan.
	 
	 	 
	Aggregate Initial Certificate Principal Amount
of the Class A-4 Certificates: $114,021,000

	 	Expected Final Distribution Date: the Distribution Date in June 2021
	 
	 	 
	CUSIP: 12527DAR1

ISIN: US12527DAR17
	 	 
	 
	 	 
	No.: 1
	 	 






     This certifies that Cede & Co. is the registered owner of a beneficial ownership interest in a
Trust Fund, including the distributions to be made with respect to the Class A-4 Certificates. The
Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by
first liens on commercial, multifamily and manufactured housing community properties and held in
trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created, and the
Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined
below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms,
provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. Also issued
under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-J, Class
X-A, Class X-B, Class B, Class C, Class D, Class E, Class F, Class G, Class NR, Class S and Class R
Certificates (together with the Class A-4 Certificates, the “Certificates”; the Holders of
Certificates issued under the Pooling and Servicing Agreement are collectively referred to herein
as “Certificateholders”).



     This Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and
Servicing Agreement dated as of December 11, 2011 (the “Pooling and Servicing
Agreement”), and executed in connection with the CFCRE Commercial Mortgage Trust 2011-C2
Commercial Mortgage Pass-Through Certificates, Series 2011-C2. To the extent not defined herein,
capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing
Agreement.



     The Certificate Administrator makes no representation or warranty as to any of the statements
contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans and has
executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.



     Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator
will distribute (other than the final distribution on any Certificate), on the 4th Business Day
following the Determination Date of each month, commencing in January 2012 (each such date, a
“Distribution Date”), to the Person in whose name this Certificate is registered as of the
related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of principal and
interest then distributable, if any, allocable to the Class A-4 Certificates for such Distribution
Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this
Certificate may be entitled to Yield Maintenance Charges, as provided in the Pooling and Servicing
Agreement.



     Interest accrued on this Certificate during an Interest Accrual Period, plus the aggregate
unpaid Interest Shortfall with respect to this Certificate, if any, will be payable on the related
Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution



A-4-2









 




Date and with respect to the Class A-4 Certificates is the calendar month preceding the month
in which such Distribution Date occurs and is assumed to consist of 30 days.




     All distributions (other than the final distribution on any Certificate) will be made by the
Certificate Administrator to the persons in whose names the Certificates are registered at the
close of business on each Record Date, which will be the close of business on the last day of the
month immediately preceding the month in which such Distribution Date occurs, or if such day is not
a Business Day, the immediately preceding Business Day. Distributions are required to be made (a)
by wire transfer of immediately available funds to the account of such Certificateholder at a bank
or other entity located in the United States and having appropriate facilities therefor, if such
Certificateholder provides the Certificate Administrator with wiring instructions no less than five
Business Days prior to the related Record Date, or otherwise (b) by check mailed to such
Certificateholder. The final distribution on each Certificate shall be made in like manner, but
only upon presentment and surrender of such Certificate at the office of the Certificate
Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as
such agent) that is specified in the notice to Certificateholders of such final distribution.



     Any funds not distributed on the Termination Date because of the failure of any
Certificateholders to tender their Certificates shall be set aside and held in trust for the
account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall
terminate. If any Certificates as to which notice of the Termination Date has been given pursuant
to Section 9.01 of the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the Certificate
Administrator shall mail a second notice to the remaining Certificateholders, at their last
addresses shown in the Certificate Register, to surrender their Certificates for cancellation in
order to receive, from such funds held, the final distribution with respect thereto. If within one
year after the second notice any Certificate shall not have been surrendered for cancellation, the
Certificate Administrator may, directly or through an agent, take appropriate steps to contact the
remaining Certificateholders concerning surrender of their Certificates. The costs and expenses of
maintaining such funds and of contacting Certificateholders shall be paid out of the assets which
remain held. If within two years after the second notice any Certificates shall not have been
surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders all
amounts distributable to the Holders thereof. No interest shall accrue or be payable to any
Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling
and Servicing Agreement.



     This Certificate is limited in right of payment to, among other things, certain collections
and recoveries in respect of the Mortgage Loans, as more specifically set forth herein and in the
Pooling and Servicing Agreement.



     As provided in the Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage
Loans as from time to time are subject to the Pooling and Servicing Agreement, together with the
Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections in
respect of the Mortgage Loans due after the Cut-Off Date (or with respect to a Qualified Substitute
Mortgage Loan, the Due Date in the month of the substitution); (iii) any REO Property (to the
extent of the Trust Fund’s interest therein); (iv) all revenues received in respect of any REO
Property (to the extent of the Trust Fund’s interest therein); (v) the Master Servicer’s and the
Trustee’s rights under the insurance policies with respect to the Mortgage Loans required to be
maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof (to the extent
of the Trust Fund’s interest therein); (vi) the Trustee’s rights in any Assignments of Leases,
Rents and Profits and any security agreements (to the extent of the Trust Fund’s interest therein);
(vii) any indemnities or guaranties given as additional security for any Mortgage Loan (to the
extent of the Trust Fund’s interest therein); (viii) all of the Trustee’s and the Certificate
Administrator’s rights in the Escrow Accounts and Lock-Box Accounts (to the extent of the Trust
Fund’s interest therein) and all proceeds of the Mortgage Loans deposited in a Split-Loan Custodial
Account, the Collection Account, any Distribution Account, the Interest Reserve Account, the Excess
Liquidation Proceeds Reserve Account and any REO Account, including reinvestment income thereon;
(ix) the Trust’s rights in any environmental indemnity agreements relating to the Mortgaged
Properties and the Trust’s rights under each Intercreditor Agreement (to the extent of the Trust
Fund’s interest therein); (x) all of the equity interests in limited liability companies or limited
partnerships owned by the Trust to which Defaulted Mortgage Loans or REO Properties have been
transferred (in each case with respect to any Split-Loan, subject to the rights of any related
Companion Loan Holder to the extent set forth in the related Intercreditor Agreement); and (xi) the
Lower-Tier Regular Interests.



A-4-3









 





     This Certificate does not purport to summarize the Pooling and Servicing Agreement, and
reference is made to the Pooling and Servicing Agreement for the interests, rights, benefits,
obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.



     As provided in the Pooling and Servicing Agreement, subject to certain restrictions on
transfer set forth therein, upon surrender for registration of transfer of any Certificate, the
Certificate Registrar shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like
aggregate interest and of the same Class.



     Prior to due presentation of this Certificate for registration of transfer, the Trustee, the
Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the
Certificate Registrar, and any agent of the Trustee, the Master Servicer, the Special Servicer, the
Operating Advisor, the Certificate Administrator or the Certificate Registrar may treat the Person
in whose name any Certificate is registered as the owner of such Certificate for the purpose of
receiving distributions as provided in the Pooling and Servicing Agreement and for all other
purposes whatsoever, and neither the Trustee, the Master Servicer, the Special Servicer, the
Operating Advisor, the Certificate Administrator, the Certificate Registrar, nor any agent of the
Trustee, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate
Administrator or the Certificate Registrar shall be affected by any notice to the contrary;
provided, however, that to the extent that a party to the Pooling and Servicing
Agreement responsible for distributing any report, statement or other information required to be
distributed to Certificateholders has been provided an Investor Certification, such party to the
Pooling and Servicing Agreement shall distribute such report, statement or other information to
such Beneficial Owner (or prospective transferee).



     The Pooling and Servicing Agreement or any Custodial Agreement may be amended from time to
time by the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the
Certificate Administrator and the Trustee, without the consent of any of the Certificateholders,
or, as applicable, any Companion Loan Holder, as set forth in Section 11.07 of the Pooling
and Servicing Agreement. The Pooling and Servicing Agreement or any Custodial Agreement may also
be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the
Operating Advisor, the Certificate Administrator and the Trustee with the consent of the Holders of
Certificates representing not less than 66-2/3% of the Percentage Interests of each Class of
Certificates affected by the amendment for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of
modifying in any manner the rights of the Certificateholders, subject to the exceptions set forth
in such Section 11.07.



     The Holders of the Controlling Class representing greater than 50% Percentage Interest of the
Controlling Class may effect an early termination of the Trust Fund, upon not less than 30 days’
prior notice given to the Depositor, the Trustee, the Certificate Administrator, the Operating
Advisor, each Companion Loan Holder, the Special Servicer and Master Servicer any time on or after
the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on
such date all, but not less than all, of the Mortgage Loans then included in the Trust Fund, and
all property acquired by the Trust Fund in respect of any Mortgage Loan, at a purchase price,
payable in cash, calculated in accordance with Section 9.01(c) of the Pooling and Servicing
Agreement.



     The Holders of the Controlling Class representing greater than 50% of the Certificate
Principal Amount of the Controlling Class, or if such Holders do not, the Special Servicer, or if
neither such Holders nor the Special Servicer do, the Master Servicer or, if neither such Holders
nor the Special Servicer nor the Master Servicer does, any Holder of a Class R Certificate
representing greater than a 50% Percentage Interest in such Class, may also effect such termination
as provided above if such party first notifies the Controlling Class Representative and each
Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R
Certificate, notifies the Certificate Administrator (who shall notify each of the Controlling Class
Representative, each Certifying Certificateholder and the Master Servicer) of its intention to do
so in writing within 30 days following the Early Termination Notice Date. All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in
connection with the purchase of the Mortgage Loans and other assets of the Trust Fund pursuant to
Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the party
exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely
conclusively on any determination made by an Appraiser pursuant to Section 9.01(c) of the
Pooling and Servicing Agreement.



     The respective obligations and responsibilities of the Master Servicer, the Special Servicer,
the Depositor, the Operating Advisor, the Certificate Administrator and the Trustee created hereby
with respect to the Certificates



A-4-4









 




(other than the obligation to make certain payments and to send certain notices to
Certificateholders as hereinafter set forth) and any related Companion Loan shall terminate
immediately following the earlier to occur of (i) the purchase by the Holders of the Controlling
Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates of all
the Mortgage Loans and REO Property then included in the Trust Fund pursuant to Section
9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the Remaining
Certificateholder pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and
(iii) the final payment or other liquidation (or any advance with respect thereto) of the last
Mortgage Loan contained in the Trust Fund; provided, however, that in no event
shall the trust created thereby continue beyond the expiration of twenty-one years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United
States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All such
payments as contemplated by the preceding paragraph shall be deposited into the Collection Account
by the Master Servicer or Special Servicer, as applicable promptly following receipt thereof.




     Unless the Certificate of Authentication on this Certificate has been executed by the
Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature, this
Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be
valid for any purpose.



     THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE
ARISING UNDER OR RELATED TO THIS CERTIFICATE OR THE POOLING AND SERVICING AGREEMENT, THE
RELATIONSHIP OF THE PARTIES TO THE POOLING AND SERVICING AGREEMENT, AND/OR THE INTERPRETATION AND
ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES TO THE POOLING AND SERVICING AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW
YORK, WITHOUT REGARD TO THE CHOICE OF LAW RULES THEREOF. THE PARTIES HERETO INTEND THAT THE
PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT.



A-4-5









 





     IN WITNESS WHEREOF, the Certificate Administrator has caused this Class A-4 Certificate to be
duly executed.



	 	 	 	 	 	 	 	 	 	 	 

	 	 	 	 	 	 	CITIBANK, N.A.,
not in its individual capacity but solely as Certificate Administrator
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Authorized Signatory	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Dated:
	 	 	 	 	 	 	 	 	 	 
	 

	 	 

	 	 	 	 
	 	 	 	 






CERTIFICATE OF AUTHENTICATION




     This is one of the Class A-4 Certificates referred to in the Pooling and Servicing Agreement.



	 	 	 	 	 	 	 	 	 	 	 

	Dated:
	 	 	 	 	 	 	 	 	 	 
	 

	 	 

	 	 	 	 
	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	CITIBANK, N.A.,
not in its individual capacity but solely as Authenticating Agent
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Authorized Signatory	 	 






A-4-6









 






ASSIGNMENT




     FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and
transfer(s) unto ________________________

______________________________________________________________________ (please print or typewrite name(s) and address(es), including postal
zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by
the within Class A-4 Certificate and hereby authorize(s) the registration of transfer of such
interest to Assignee(s) on the Certificate Register of the Trust Fund.



     I (we) further direct the Certificate Registrar to issue a new Class A-4 Certificate of the
entire Percentage Interest represented by the within Class A-4 Certificates to the above-named
Assignee(s) and to deliver such Class A-4 Certificate to the following address:



	 	 	 	 	 	 	 

	Date:
	 	 	 	 	 	 
	 

	 	 

	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	Signature by or on behalf of Assignor(s)
	 
	 	 	 	 	 	 
	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	Taxpayer Identification Number






A-4-7









 





DISTRIBUTION INSTRUCTIONS





     The Assignee(s) should include the following for purposes of distribution:



     Address of the Assignee(s) for the purpose of receiving notices and distributions: ______________________________________________



 




Distributions, if being made by wire transfer in immediately available funds to
__________________________ for the account of __________________________ account number
___________________________.
This information is provided by ____________________, the Assignee(s) named above or
__________________________ as its (their) agent.



	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	[Please print or type name(s)] 	 
	 	 	 
	 	  	
 	 
	 	 	Title 	 
	 	 	 
	 	  	
 	 
	 	 	Taxpayer Identification Number 	 
	 	 	 	 



A-4-8











 





EXHIBIT A-5




CFCRE COMMERCIAL MORTGAGE TRUST 2011-C2

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2011-C2, CLASS A-J


[THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER
THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY
REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT
AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.



NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE
PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED
PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1



[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER,
EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE
& CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2



[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO
NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL
INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.]3



THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSOR, THE
MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING
ADVISOR, THE INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES
NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.



PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS CERTIFICATE
AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW.



THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY
PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE






 




			
	1	 	Temporary Regulation S Global Certificate legend.
	 
	2	 	Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.
	 
	3	 	Global Certificate legend.




A-5-1









 









MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER
THE SECURITIES ACT TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL
BUYER, WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT (A “QIB”), OR IS PURCHASING FOR THE
ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER
TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A UNDER THE SECURITIES ACT, (2) PURSUANT TO AN
EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (3) IN AN
OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES
ACT, OR (4) TO AN INSTITUTIONAL ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(a)(1), (2), (3)
OR (7) OF REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QIB, AND (B) IN EACH CASE IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER
APPLICABLE JURISDICTION.



IF THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE FIDUCIARY
RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
(“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, OR ANY PERSON ACTING
ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE,
SUCH PLAN OR SUCH PERSON MUST BE AN ACCREDITED INVESTOR (AS DEFINED IN RULE 501(a)(1) OF REGULATION
D UNDER THE SECURITIES ACT).



THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER CLASSES OF CERTIFICATES OF
THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.



THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS
THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE
OF 1986, AS AMENDED.







A-5-2









 








CFCRE COMMERCIAL MORTGAGE TRUST 2011-C2

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2011-C2, CLASS A-J




	 	 	 

	Pass-Through Rate: The lesser of
[_____]% and
the WAC Rate
	 	 
	 
	 	 
	First Distribution Date: January 17, 2012

	 	Cut-Off Date: With
respect to each mortgage
loan, the due date in
December 2011 for that
mortgage loan.
	 
	 	 
	Aggregate Initial Certificate Principal Amount
of the Class A-J Certificates: $78,376,000

	 	Expected Final
Distribution Date: the
Distribution Date in
October 2021
	 
	 	 
	CUSIP:  [12527DAC4]1

	 	Initial Certificate Principal Amount of this Certificate:
	[U1578QAC3]2

	 	$[__________]
	[_______
___]3
	 	 
	 
	 	 
	ISIN:      [US12527DAC48]4

               [USU1578QAC34]5

               [__________]6
	 	 





No.: 1




     This certifies that Cede & Co. is the registered owner of a beneficial ownership interest in a
Trust Fund, including the distributions to be made with respect to the Class A-J Certificates. The
Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by
first liens on commercial, multifamily and manufactured housing community properties and held in
trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created, and the
Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined
below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms,
provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. Also issued
under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class
X-A, Class X-B, Class B, Class C, Class D, Class E, Class F, Class G, Class NR, Class S and Class R
Certificates (together with the Class A-J Certificates, the “Certificates”; the Holders of
Certificates issued under the Pooling and Servicing Agreement are collectively referred to herein
as “Certificateholders”).



     This Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and
Servicing Agreement dated as of December 11, 2011 (the “Pooling and Servicing
Agreement”), and executed in connection with the





 




			
	1	 	For Rule 144A Certificates
	 
	2	 	For Regulation S Certificates
	 
	3	 	For Definitive Certificates
	 
	4	 	For Rule 144A Certificates
	 
	5	 	For Regulation S Certificates
	 
	6	 	For Definitive Certificates




A-5-3









 









CFCRE Commercial Mortgage Trust 2011-C2 Commercial Mortgage Pass-Through Certificates, Series
2011-C2. To the extent not defined herein, capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.




     The Certificate Administrator makes no representation or warranty as to any of the statements
contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans and has
executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.



     Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator
will distribute (other than the final distribution on any Certificate), on the 4th Business Day
following the Determination Date of each month, commencing in January 2012 (each such date, a
“Distribution Date”), to the Person in whose name this Certificate is registered as of the
related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of principal and
interest then distributable, if any, allocable to the Class A-J Certificates for such Distribution
Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this
Certificate may be entitled to Yield Maintenance Charges, as provided in the Pooling and Servicing
Agreement.



     Interest accrued on this Certificate during an Interest Accrual Period, plus the aggregate
unpaid Interest Shortfall with respect to this Certificate, if any, will be payable on the related
Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class A-J
Certificates is the calendar month preceding the month in which such Distribution Date occurs and
is assumed to consist of 30 days.



     All distributions (other than the final distribution on any Certificate) will be made by the
Certificate Administrator to the persons in whose names the Certificates are registered at the
close of business on each Record Date, which will be the close of business on the last day of the
month immediately preceding the month in which such Distribution Date occurs, or if such day is not
a Business Day, the immediately preceding Business Day. Distributions are required to be made (a)
by wire transfer of immediately available funds to the account of such Certificateholder at a bank
or other entity located in the United States and having appropriate facilities therefor, if such
Certificateholder provides the Certificate Administrator with wiring instructions no less than five
Business Days prior to the related Record Date, or otherwise (b) by check mailed to such
Certificateholder. The final distribution on each Certificate shall be made in like manner, but
only upon presentment and surrender of such Certificate at the office of the Certificate
Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as
such agent) that is specified in the notice to Certificateholders of such final distribution.



     Any funds not distributed on the Termination Date because of the failure of any
Certificateholders to tender their Certificates shall be set aside and held in trust for the
account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall
terminate. If any Certificates as to which notice of the Termination Date has been given pursuant
to Section 9.01 of the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the Certificate
Administrator shall mail a second notice to the remaining Certificateholders, at their last
addresses shown in the Certificate Register, to surrender their Certificates for cancellation in
order to receive, from such funds held, the final distribution with respect thereto. If within one
year after the second notice any Certificate shall not have been surrendered for cancellation, the
Certificate Administrator may, directly or through an agent, take appropriate steps to contact the
remaining Certificateholders concerning surrender of their Certificates. The costs and expenses of
maintaining such funds and of contacting Certificateholders shall be paid out of the assets which
remain held. If within two years after the second notice any Certificates shall not have been
surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders all
amounts distributable to the Holders thereof. No interest shall accrue or be payable to any
Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling
and Servicing Agreement.



     This Certificate is limited in right of payment to, among other things, certain collections
and recoveries in respect of the Mortgage Loans, as more specifically set forth herein and in the
Pooling and Servicing Agreement.



     As provided in the Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage
Loans as from



A-5-4









 




time to time are subject to the Pooling and Servicing Agreement, together with the Mortgage
Files relating thereto; (ii) all scheduled or unscheduled payments on or collections in respect of
the Mortgage Loans due after the Cut-Off Date (or with respect to a Qualified Substitute Mortgage
Loan, the Due Date in the month of the substitution); (iii) any REO Property (to the extent of the
Trust Fund’s interest therein); (iv) all revenues received in respect of any REO Property (to the
extent of the Trust Fund’s interest therein); (v) the Master Servicer’s and the Trustee’s rights
under the insurance policies with respect to the Mortgage Loans required to be maintained pursuant
to the Pooling and Servicing Agreement and any proceeds thereof (to the extent of the Trust Fund’s
interest therein); (vi) the Trustee’s rights in any Assignments of Leases, Rents and Profits and
any security agreements (to the extent of the Trust Fund’s interest therein); (vii) any indemnities
or guaranties given as additional security for any Mortgage Loan (to the extent of the Trust Fund’s
interest therein); (viii) all of the Trustee’s and the Certificate Administrator’s rights in the
Escrow Accounts and Lock-Box Accounts (to the extent of the Trust Fund’s interest therein) and all
proceeds of the Mortgage Loans deposited in a Split-Loan Custodial Account, the Collection Account,
any Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve
Account and any REO Account, including reinvestment income thereon; (ix) the Trust’s rights in any
environmental indemnity agreements relating to the Mortgaged Properties and the Trust’s rights
under each Intercreditor Agreement (to the extent of the Trust Fund’s interest therein); (x) all of
the equity interests in limited liability companies or limited partnerships owned by the Trust to
which Defaulted Mortgage Loans or REO Properties have been transferred (in each case with respect
to any Split-Loan, subject to the rights of any related Companion Loan Holder to the extent set
forth in the related Intercreditor Agreement); and (xi) the Lower-Tier Regular Interests.




     This Certificate does not purport to summarize the Pooling and Servicing Agreement, and
reference is made to the Pooling and Servicing Agreement for the interests, rights, benefits,
obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.



     As provided in the Pooling and Servicing Agreement, subject to certain restrictions on
transfer set forth therein, upon surrender for registration of transfer of any Certificate, the
Certificate Registrar shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like
aggregate interest and of the same Class.



     Prior to due presentation of this Certificate for registration of transfer, the Trustee, the
Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the
Certificate Registrar, and any agent of the Trustee, the Master Servicer, the Special Servicer, the
Operating Advisor, the Certificate Administrator or the Certificate Registrar may treat the Person
in whose name any Certificate is registered as the owner of such Certificate for the purpose of
receiving distributions as provided in the Pooling and Servicing Agreement and for all other
purposes whatsoever, and neither the Trustee, the Master Servicer, the Special Servicer, the
Operating Advisor, the Certificate Administrator, the Certificate Registrar, nor any agent of the
Trustee, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate
Administrator or the Certificate Registrar shall be affected by any notice to the contrary;
provided, however, that to the extent that a party to the Pooling and Servicing
Agreement responsible for distributing any report, statement or other information required to be
distributed to Certificateholders has been provided an Investor Certification, such party to the
Pooling and Servicing Agreement shall distribute such report, statement or other information to
such Beneficial Owner (or prospective transferee).



     The Pooling and Servicing Agreement or any Custodial Agreement may be amended from time to
time by the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the
Certificate Administrator and the Trustee, without the consent of any of the Certificateholders,
or, as applicable, any Companion Loan Holder, as set forth in Section 11.07 of the Pooling
and Servicing Agreement. The Pooling and Servicing Agreement or any Custodial Agreement may also
be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the
Operating Advisor, the Certificate Administrator and the Trustee with the consent of the Holders of
Certificates representing not less than 66-2/3% of the Percentage Interests of each Class of
Certificates affected by the amendment for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of
modifying in any manner the rights of the Certificateholders, subject to the exceptions set forth
in such Section 11.07.



     The Holders of the Controlling Class representing greater than 50% Percentage Interest of the
Controlling Class may effect an early termination of the Trust Fund, upon not less than 30 days’
prior notice given to the Depositor, the Trustee, the Certificate Administrator, the Operating
Advisor, each Companion Loan Holder, the Special Servicer and Master Servicer any time on or after
the Early Termination Notice Date specifying the Anticipated



A-5-5









 




Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans
then included in the Trust Fund, and all property acquired by the Trust Fund in respect of any
Mortgage Loan, at a purchase price, payable in cash, calculated in accordance with Section
9.01(c) of the Pooling and Servicing Agreement.




     The Holders of the Controlling Class representing greater than 50% of the Certificate
Principal Amount of the Controlling Class, or if such Holders do not, the Special Servicer, or if
neither such Holders nor the Special Servicer do, the Master Servicer or, if neither such Holders
nor the Special Servicer nor the Master Servicer does, any Holder of a Class R Certificate
representing greater than a 50% Percentage Interest in such Class, may also effect such termination
as provided above if such party first notifies the Controlling Class Representative and each
Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R
Certificate, notifies the Certificate Administrator (who shall notify each of the Controlling Class
Representative, each Certifying Certificateholder and the Master Servicer) of its intention to do
so in writing within 30 days following the Early Termination Notice Date. All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in
connection with the purchase of the Mortgage Loans and other assets of the Trust Fund pursuant to
Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the party
exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely
conclusively on any determination made by an Appraiser pursuant to Section 9.01(c) of the
Pooling and Servicing Agreement.



     The respective obligations and responsibilities of the Master Servicer, the Special Servicer,
the Depositor, the Operating Advisor, the Certificate Administrator and the Trustee created hereby
with respect to the Certificates (other than the obligation to make certain payments and to send
certain notices to Certificateholders as hereinafter set forth) and any related Companion Loan
shall terminate immediately following the earlier to occur of (i) the purchase by the Holders of
the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R
Certificates of all the Mortgage Loans and REO Property then included in the Trust Fund pursuant to
Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the Remaining
Certificateholder pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and
(iii) the final payment or other liquidation (or any advance with respect thereto) of the last
Mortgage Loan contained in the Trust Fund; provided, however, that in no event
shall the trust created thereby continue beyond the expiration of twenty-one years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United
States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All such
payments as contemplated by the preceding paragraph shall be deposited into the Collection Account
by the Master Servicer or Special Servicer, as applicable promptly following receipt thereof.



     Unless the Certificate of Authentication on this Certificate has been executed by the
Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature, this
Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be
valid for any purpose.



     THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE
ARISING UNDER OR RELATED TO THIS CERTIFICATE OR THE POOLING AND SERVICING AGREEMENT, THE
RELATIONSHIP OF THE PARTIES TO THE POOLING AND SERVICING AGREEMENT, AND/OR THE INTERPRETATION AND
ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES TO THE POOLING AND SERVICING AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW
YORK, WITHOUT REGARD TO THE CHOICE OF LAW RULES THEREOF. THE PARTIES HERETO INTEND THAT THE
PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT.



A-5-6









 





     IN WITNESS WHEREOF, the Certificate Administrator has caused this Class A-J Certificate to be
duly executed.



	 	 	 	 	 
	 	CITIBANK, N.A.,
 not in its individual capacity but solely as Certificate Administrator

 	 
	 	By:  	 	 
	 	 	Authorized Signatory 	 
	 	 	 	 
	 


Dated: ______________




CERTIFICATE OF AUTHENTICATION





     This is one of the Class A-J Certificates referred to in the Pooling and Servicing Agreement.


Dated: ______________




	 	 	 	 	 
	 	CITIBANK, N.A.,
 not in its individual capacity but solely as Authenticating Agent

 	 
	 	By:  	 	 
	 	 	Authorized Signatory 	 
	 	 	 	 



A-5-7









 






	 	 	 	 	 



ASSIGNMENT





     FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and
transfer(s) unto ______________________ ____________________ (please print or typewrite name(s) and
address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire
Percentage Interest represented by the within Class A-J Certificate and hereby authorize(s) the
registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust
Fund.



     I (we) further direct the Certificate Registrar to issue a new Class A-J Certificate of the
entire Percentage Interest represented by the within Class A-J Certificates to the above-named
Assignee(s) and to deliver such Class A-J Certificate to the following address:


Date: _________________




	 	 	 	 	 
	 	 	 
	 	
 	 
	 	Signature by or on behalf of Assignor(s) 	 
	 
	 	
 	 
	 	Taxpayer Identification Number 	 
	 	 	 



A-5-8









 






DISTRIBUTION INSTRUCTIONS





     The Assignee(s) should include the following for purposes of distribution:



     Address of the Assignee(s) for the purpose of receiving notices and distributions: ______________________________________________



 




Distributions, if being made by wire transfer in immediately available funds to
__________________________ for the account of __________________________ account number
___________________________.
This information is provided by ____________________, the Assignee(s) named above or
__________________________ as its (their) agent.



	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	[Please print or type name(s)] 	 
	 	 	 
	 	  	
 	 
	 	 	Title 	 
	 	 	 
	 	  	
 	 
	 	 	Taxpayer Identification Number 	 
	 	 	 	 



A-5-9









 






	 	 	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 



EXHIBIT A-6




CFCRE COMMERCIAL MORTGAGE TRUST 2011-C2

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2011-C2, CLASS X-A


[THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER
THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY
REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT
AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.



NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE
PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED
PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1



[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER,
EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE
& CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2



[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO
NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL
INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.]3



THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSOR, THE
MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING
ADVISOR, THE INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES
NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.



THE NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE
CERTIFICATE BALANCES OF THE CLASS A SENIOR CERTIFICATES AND THE CLASS A-J CERTIFICATES AS SET FORTH
IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.



THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW.






 




			
	1	 	Temporary Regulation S Global Certificate
legend.
	 
	2	 	Legend required as long as DTC is the
Depository under the Pooling and Servicing Agreement.
	 
	3	 	Global Certificate legend.




A-6-1









 









THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED,
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT
TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, WITHIN THE
MEANING OF RULE 144A UNDER THE SECURITIES ACT (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB,
AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE
IN RELIANCE ON RULE 144A UNDER THE SECURITIES ACT, (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION
PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (3) IN AN OFFSHORE TRANSACTION IN
ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, OR (4) TO AN
INSTITUTIONAL ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF
REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH
ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE
JURISDICTION.



THIS CLASS X-A CERTIFICATE WILL NOT BE ENTITLED TO RECEIVE DISTRIBUTIONS OF PRINCIPAL.



IF THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE FIDUCIARY
RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
(“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, OR ANY PERSON ACTING
ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE,
SUCH PLAN OR SUCH PERSON MUST BE AN ACCREDITED INVESTOR (AS DEFINED IN RULE 501(a)(1) OF REGULATION
D UNDER THE SECURITIES ACT).



THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS
THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE
OF 1986, AS AMENDED.







A-6-2









 








CFCRE COMMERCIAL MORTGAGE TRUST 2011-C2

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2011-C2, CLASS X-A




	 	 	 
	Pass-Through Rate: Variable IO1
	 	 
	 
	 	 
	First Distribution Date: January 17, 2012
	 	Cut-Off Date:  With respect to each mortgage loan, the due date in December 2011 for that mortgage loan.
	 
	 	 
	Aggregate Initial Notional Amount of the Class
X-A Certificates: $620,236,000
	 	 
	 
	 	 
	CUSIP:  [12527DAA8]2
	 	Initial Notional Amount of this Certificate: $[__________]
	[U1578QAA7]3
	 	  
	[________]4
	 	 
	 
	 	 
	ISIN:     [US12527DAA81]5

         [USU1578QAA77]6

         [____________]7
	 	 





No.: 1




     This certifies that Cede & Co. is the registered owner of a beneficial ownership interest in a
Trust Fund, including the distributions to be made with respect to the Class X-A Certificates. The
Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by
first liens on commercial, multifamily and manufactured housing community properties and held in
trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created, and the
Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined
below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms,
provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. Also issued
under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class
A-J, Class X-B, Class B, Class C, Class D, Class E, Class F, Class G, Class NR, Class S and Class R
Certificates (together with the Class X-A Certificates, the “Certificates”; the Holders of
Certificates issued under the Pooling and Servicing Agreement are collectively referred to herein
as “Certificateholders”).



     This Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and
Servicing Agreement





 




			
	1	 	The approximate Pass-Through Rate as of the Closing Date is [_______]%.
	 
	2	 	For Rule 144A Certificates
	 
	3	 	For Regulation S Certificates
	 
	4	 	For Definitive Certificates
	 
	5	 	For Rule 144A Certificates
	 
	6	 	For Regulation S Certificates
	 
	7	 	For Definitive Certificates




A-6-3









 









dated as of December 11, 2011 (the “Pooling and Servicing Agreement”), and executed
in connection with the CFCRE Commercial Mortgage Trust 2011-C2 Commercial Mortgage Pass-Through
Certificates, Series 2011-C2. To the extent not defined herein, capitalized terms used herein
shall have the meanings assigned thereto in the Pooling and Servicing Agreement.




     The Certificate Administrator makes no representation or warranty as to any of the statements
contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans and has
executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.



     Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator
will distribute (other than the final distribution on any Certificate), on the 4th Business Day
following the Determination Date of each month, commencing in January 2012 (each such date, a
“Distribution Date”), to the Person in whose name this Certificate is registered as of the
related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of interest then
distributable, if any, allocable to the Class X-A Certificates for such Distribution Date, all as
more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be
entitled to Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.



     Interest accrued on this Certificate during an Interest Accrual Period, plus the aggregate
unpaid Interest Shortfall with respect to this Certificate, if any, will be payable on the related
Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class X-A
Certificates is the calendar month preceding the month in which such Distribution Date occurs and
is assumed to consist of 30 days.



     All distributions (other than the final distribution on any Certificate) will be made by the
Certificate Administrator to the persons in whose names the Certificates are registered at the
close of business on each Record Date, which will be the close of business on the last day of the
month immediately preceding the month in which such Distribution Date occurs, or if such day is not
a Business Day, the immediately preceding Business Day. Distributions are required to be made (a)
by wire transfer of immediately available funds to the account of such Certificateholder at a bank
or other entity located in the United States and having appropriate facilities therefor, if such
Certificateholder provides the Certificate Administrator with wiring instructions no less than five
Business Days prior to the related Record Date, or otherwise (b) by check mailed to such
Certificateholder. The final distribution on each Certificate shall be made in like manner, but
only upon presentment and surrender of such Certificate at the office of the Certificate
Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as
such agent) that is specified in the notice to Certificateholders of such final distribution.



     Any funds not distributed on the Termination Date because of the failure of any
Certificateholders to tender their Certificates shall be set aside and held in trust for the
account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall
terminate. If any Certificates as to which notice of the Termination Date has been given pursuant
to Section 9.01 of the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the Certificate
Administrator shall mail a second notice to the remaining Certificateholders, at their last
addresses shown in the Certificate Register, to surrender their Certificates for cancellation in
order to receive, from such funds held, the final distribution with respect thereto. If within one
year after the second notice any Certificate shall not have been surrendered for cancellation, the
Certificate Administrator may, directly or through an agent, take appropriate steps to contact the
remaining Certificateholders concerning surrender of their Certificates. The costs and expenses of
maintaining such funds and of contacting Certificateholders shall be paid out of the assets which
remain held. If within two years after the second notice any Certificates shall not have been
surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders all
amounts distributable to the Holders thereof. No interest shall accrue or be payable to any
Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling
and Servicing Agreement.



     This Certificate is limited in right of payment to, among other things, certain collections
and recoveries in respect of the Mortgage Loans, as more specifically set forth herein and in the
Pooling and Servicing Agreement.



A-6-4









 





     As provided in the Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage
Loans as from time to time are subject to the Pooling and Servicing Agreement, together with the
Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections in
respect of the Mortgage Loans due after the Cut-Off Date (or with respect to a Qualified Substitute
Mortgage Loan, the Due Date in the month of the substitution); (iii) any REO Property (to the
extent of the Trust Fund’s interest therein); (iv) all revenues received in respect of any REO
Property (to the extent of the Trust Fund’s interest therein); (v) the Master Servicer’s and the
Trustee’s rights under the insurance policies with respect to the Mortgage Loans required to be
maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof (to the extent
of the Trust Fund’s interest therein); (vi) the Trustee’s rights in any Assignments of Leases,
Rents and Profits and any security agreements (to the extent of the Trust Fund’s interest therein);
(vii) any indemnities or guaranties given as additional security for any Mortgage Loan (to the
extent of the Trust Fund’s interest therein); (viii) all of the Trustee’s and the Certificate
Administrator’s rights in the Escrow Accounts and Lock-Box Accounts (to the extent of the Trust
Fund’s interest therein) and all proceeds of the Mortgage Loans deposited in a Split-Loan Custodial
Account, the Collection Account, any Distribution Account, the Interest Reserve Account, the Excess
Liquidation Proceeds Reserve Account and any REO Account, including reinvestment income thereon;
(ix) the Trust’s rights in any environmental indemnity agreements relating to the Mortgaged
Properties and the Trust’s rights under each Intercreditor Agreement (to the extent of the Trust
Fund’s interest therein); (x) all of the equity interests in limited liability companies or limited
partnerships owned by the Trust to which Defaulted Mortgage Loans or REO Properties have been
transferred (in each case with respect to any Split-Loan, subject to the rights of any related
Companion Loan Holder to the extent set forth in the related Intercreditor Agreement); and (xi) the
Lower-Tier Regular Interests.



     This Certificate does not purport to summarize the Pooling and Servicing Agreement, and
reference is made to the Pooling and Servicing Agreement for the interests, rights, benefits,
obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.



     As provided in the Pooling and Servicing Agreement, subject to certain restrictions on
transfer set forth therein, upon surrender for registration of transfer of any Certificate, the
Certificate Registrar shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like
aggregate interest and of the same Class.



     Prior to due presentation of this Certificate for registration of transfer, the Trustee, the
Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the
Certificate Registrar, and any agent of the Trustee, the Master Servicer, the Special Servicer, the
Operating Advisor, the Certificate Administrator or the Certificate Registrar may treat the Person
in whose name any Certificate is registered as the owner of such Certificate for the purpose of
receiving distributions as provided in the Pooling and Servicing Agreement and for all other
purposes whatsoever, and neither the Trustee, the Master Servicer, the Special Servicer, the
Operating Advisor, the Certificate Administrator, the Certificate Registrar, nor any agent of the
Trustee, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate
Administrator or the Certificate Registrar shall be affected by any notice to the contrary;
provided, however, that to the extent that a party to the Pooling and Servicing
Agreement responsible for distributing any report, statement or other information required to be
distributed to Certificateholders has been provided an Investor Certification, such party to the
Pooling and Servicing Agreement shall distribute such report, statement or other information to
such Beneficial Owner (or prospective transferee).



     The Pooling and Servicing Agreement or any Custodial Agreement may be amended from time to
time by the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the
Certificate Administrator and the Trustee, without the consent of any of the Certificateholders,
or, as applicable, any Companion Loan Holder, as set forth in Section 11.07 of the Pooling
and Servicing Agreement. The Pooling and Servicing Agreement or any Custodial Agreement may also
be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the
Operating Advisor, the Certificate Administrator and the Trustee with the consent of the Holders of
Certificates representing not less than 66-2/3% of the Percentage Interests of each Class of
Certificates affected by the amendment for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of
modifying in any manner the rights of the Certificateholders, subject to the exceptions set forth
in such Section 11.07.



     The Holders of the Controlling Class representing greater than 50% Percentage Interest of the
Controlling Class may effect an early termination of the Trust Fund, upon not less than 30 days’
prior notice given to the Depositor, the Trustee, the Certificate Administrator, the Operating
Advisor, each Companion Loan Holder, the Special



A-6-5









 




Servicer and Master Servicer any time on or after the Early Termination Notice Date specifying
the Anticipated Termination Date, by purchasing on such date all, but not less than all, of the
Mortgage Loans then included in the Trust Fund, and all property acquired by the Trust Fund in
respect of any Mortgage Loan, at a purchase price, payable in cash, calculated in accordance with
Section 9.01(c) of the Pooling and Servicing Agreement.




     The Holders of the Controlling Class representing greater than 50% of the Certificate
Principal Amount of the Controlling Class, or if such Holders do not, the Special Servicer, or if
neither such Holders nor the Special Servicer do, the Master Servicer or, if neither such Holders
nor the Special Servicer nor the Master Servicer does, any Holder of a Class R Certificate
representing greater than a 50% Percentage Interest in such Class, may also effect such termination
as provided above if such party first notifies the Controlling Class Representative and each
Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R
Certificate, notifies the Certificate Administrator (who shall notify each of the Controlling Class
Representative, each Certifying Certificateholder and the Master Servicer) of its intention to do
so in writing within 30 days following the Early Termination Notice Date. All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in
connection with the purchase of the Mortgage Loans and other assets of the Trust Fund pursuant to
Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the party
exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely
conclusively on any determination made by an Appraiser pursuant to Section 9.01(c) of the
Pooling and Servicing Agreement.



     The respective obligations and responsibilities of the Master Servicer, the Special Servicer,
the Depositor, the Operating Advisor, the Certificate Administrator and the Trustee created hereby
with respect to the Certificates (other than the obligation to make certain payments and to send
certain notices to Certificateholders as hereinafter set forth) and any related Companion Loan
shall terminate immediately following the earlier to occur of (i) the purchase by the Holders of
the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R
Certificates of all the Mortgage Loans and REO Property then included in the Trust Fund pursuant to
Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the Remaining
Certificateholder pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and
(iii) the final payment or other liquidation (or any advance with respect thereto) of the last
Mortgage Loan contained in the Trust Fund; provided, however, that in no event
shall the trust created thereby continue beyond the expiration of twenty-one years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United
States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All such
payments as contemplated by the preceding paragraph shall be deposited into the Collection Account
by the Master Servicer or Special Servicer, as applicable promptly following receipt thereof.



     Unless the Certificate of Authentication on this Certificate has been executed by the
Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature, this
Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be
valid for any purpose.



     THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE
ARISING UNDER OR RELATED TO THIS CERTIFICATE OR THE POOLING AND SERVICING AGREEMENT, THE
RELATIONSHIP OF THE PARTIES TO THE POOLING AND SERVICING AGREEMENT, AND/OR THE INTERPRETATION AND
ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES TO THE POOLING AND SERVICING AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW
YORK, WITHOUT REGARD TO THE CHOICE OF LAW RULES THEREOF. THE PARTIES HERETO INTEND THAT THE
PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT.



A-6-6









 





     IN WITNESS WHEREOF, the Certificate Administrator has caused this Class X-A Certificate to be
duly executed.



	 	 	 	 	 
	 	CITIBANK, N.A.,
 not in its individual capacity but solely as Certificate Administrator

 	 
	 	By:  	 	 
	 	 	Authorized Signatory 	 
	 	 	 	 
	 


Dated: ______________




CERTIFICATE OF AUTHENTICATION





     This is one of the Class X-A Certificates referred to in the Pooling and Servicing Agreement.


Dated: ______________




	 	 	 	 	 
	 	CITIBANK, N.A.,
 not in its individual capacity but solely 

as Authenticating Agent

 	 
	 	By:  	 	 
	 	 	Authorized Signatory 	 
	 	 	 	 



A-6-7









 






	 	 	 	 	 



ASSIGNMENT





     FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and
transfer(s) unto ______________________ ____________________ (please print or typewrite name(s) and
address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire
Percentage Interest represented by the within Class X-A Certificate and hereby authorize(s) the
registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust
Fund.



     I (we) further direct the Certificate Registrar to issue a new Class X-A Certificate of the
entire Percentage Interest represented by the within Class X-A Certificates to the above-named
Assignee(s) and to deliver such Class X-A Certificate to the following address:


Date: _________________




	 	 	 	 	 
	 	 	 
	 	
 	 
	 	Signature by or on behalf of Assignor(s) 	 
	 
	 	
 	 
	 	Taxpayer Identification Number 	 
	 	 	 



A-6-8









 





DISTRIBUTION INSTRUCTIONS





     The Assignee(s) should include the following for purposes of distribution:



     Address of the Assignee(s) for the purpose of receiving notices and distributions: ______________________________________________



 




Distributions, if being made by wire transfer in immediately available funds to
__________________________ for the account of __________________________ account number
___________________________.
This information is provided by ____________________, the Assignee(s) named above or
__________________________ as its (their) agent.



	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	[Please print or type name(s)] 	 
	 	 	 
	 	  	
 	 
	 	 	Title 	 
	 	 	 
	 	  	
 	 
	 	 	Taxpayer Identification Number 	 
	 	 	 	 



A-6-9









 





EXHIBIT A-7




CFCRE COMMERCIAL MORTGAGE TRUST 2011-C2

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2011-C2, CLASS X-B


[THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER
THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY
REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT
AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.



NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE
PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED
PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1



[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER,
EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE
& CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2



[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO
NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL
INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.]3



THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSOR, THE
MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING
ADVISOR, THE INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES
NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.



THE NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE
CERTIFICATE BALANCES OF THE CLASS B, CLASS C, CLASS D, CLASS E, CLASS F, CLASS G AND CLASS NR
CERTIFICATES AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE NOTIONAL AMOUNT
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.



THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW.






 




			
	1	 	Temporary Regulation S Global Certificate
legend.
	 
	2	 	Legend required as long as DTC is the
Depository under the Pooling and Servicing Agreement.
	 
	3	 	Global Certificate legend.




A-7-1









 









THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED,
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT
TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, WITHIN THE
MEANING OF RULE 144A UNDER THE SECURITIES ACT (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB,
AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE
IN RELIANCE ON RULE 144A UNDER THE SECURITIES ACT, (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION
PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (3) IN AN OFFSHORE TRANSACTION IN
ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, OR (4) TO AN
INSTITUTIONAL ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF
REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH
ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE
JURISDICTION.



THIS CLASS X-B CERTIFICATE WILL NOT BE ENTITLED TO RECEIVE DISTRIBUTIONS OF PRINCIPAL.



IF THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE FIDUCIARY
RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
(“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, OR ANY PERSON ACTING
ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE,
SUCH PLAN OR SUCH PERSON MUST BE AN ACCREDITED INVESTOR (AS DEFINED IN RULE 501(a)(1) OF REGULATION
D UNDER THE SECURITIES ACT).



THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS
THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE
OF 1986, AS AMENDED.







A-7-2









 








CFCRE COMMERCIAL MORTGAGE TRUST 2011-C2

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2011-C2, CLASS X-B




	 	 	 

	Pass-Through Rate: Variable IO1
	 	 
	 
	 	 
	First Distribution Date: January 17, 2012
	 	Cut-Off Date:  With respect to each mortgage loan, the due date in December 2011 for that mortgage loan.
	 
	 	 
	 
	 	 
	Aggregate Initial Notional Amount of the Class
X-B 
	 	 
	
Certificates: $153,850,416
	 	 






	 	 	 	 	 	 	 

	CUSIP:
	 	[12527DAB6]2
	 	Initial Notional Amount
of this Certificate:
 $[                    ]
	 
	 	[U1578QAB5]3
	 	
	 
	 	[                    ]4	 	 	 	 
	 
	 	 	 	 	 	 
	ISIN:
	 	[US12527DAB64]5
	 	 	 	 
	 
	 	[USU1578QAB50]6
	 	 	 	 
	 
	 	[                    ]7	 	 	 	 






No.: 1




     This certifies that Cede & Co. is the registered owner of a beneficial ownership interest in a
Trust Fund, including the distributions to be made with respect to the Class X-B Certificates. The
Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by
first liens on commercial, multifamily and manufactured housing community properties and held in
trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created, and the
Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined
below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms,
provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. Also issued
under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class
A-J, Class X-A, Class B, Class C, Class D, Class E, Class F, Class G, Class NR, Class S and Class R
Certificates (together with the Class X-B Certificates, the “Certificates”; the Holders of
Certificates issued under the Pooling and Servicing Agreement are collectively referred to herein
as “Certificateholders”).



     This Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and
Servicing Agreement





 




			
	1	 	The approximate Pass-Through Rate as of the
Closing Date is [                    ]%.
	 
	2	 	For Rule 144A Certificates
	 
	3	 	For Regulation S Certificates
	 
	4	 	For Definitive Certificates
	 
	5	 	For Rule 144A Certificates
	 
	6	 	For Regulation S Certificates
	 
	7	 	For Definitive Certificates




A-7-3









 









dated as of December 11, 2011 (the “Pooling and Servicing Agreement”), and executed
in connection with the CFCRE Commercial Mortgage Trust 2011-C2 Commercial Mortgage Pass-Through
Certificates, Series 2011-C2. To the extent not defined herein, capitalized terms used herein
shall have the meanings assigned thereto in the Pooling and Servicing Agreement.




     The Certificate Administrator makes no representation or warranty as to any of the statements
contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans and has
executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.



     Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator
will distribute (other than the final distribution on any Certificate), on the 4th Business Day
following the Determination Date of each month, commencing in January 2012 (each such date, a
“Distribution Date”), to the Person in whose name this Certificate is registered as of the
related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of interest then
distributable, if any, allocable to the Class X-B Certificates for such Distribution Date, all as
more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be
entitled to Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.



     Interest accrued on this Certificate during an Interest Accrual Period, plus the aggregate
unpaid Interest Shortfall with respect to this Certificate, if any, will be payable on the related
Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class X-B
Certificates is the calendar month preceding the month in which such Distribution Date occurs and
is assumed to consist of 30 days.



     All distributions (other than the final distribution on any Certificate) will be made by the
Certificate Administrator to the persons in whose names the Certificates are registered at the
close of business on each Record Date, which will be the close of business on the last day of the
month immediately preceding the month in which such Distribution Date occurs, or if such day is not
a Business Day, the immediately preceding Business Day. Distributions are required to be made (a)
by wire transfer of immediately available funds to the account of such Certificateholder at a bank
or other entity located in the United States and having appropriate facilities therefor, if such
Certificateholder provides the Certificate Administrator with wiring instructions no less than five
Business Days prior to the related Record Date, or otherwise (b) by check mailed to such
Certificateholder. The final distribution on each Certificate shall be made in like manner, but
only upon presentment and surrender of such Certificate at the office of the Certificate
Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as
such agent) that is specified in the notice to Certificateholders of such final distribution.



     Any funds not distributed on the Termination Date because of the failure of any
Certificateholders to tender their Certificates shall be set aside and held in trust for the
account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall
terminate. If any Certificates as to which notice of the Termination Date has been given pursuant
to Section 9.01 of the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the Certificate
Administrator shall mail a second notice to the remaining Certificateholders, at their last
addresses shown in the Certificate Register, to surrender their Certificates for cancellation in
order to receive, from such funds held, the final distribution with respect thereto. If within one
year after the second notice any Certificate shall not have been surrendered for cancellation, the
Certificate Administrator may, directly or through an agent, take appropriate steps to contact the
remaining Certificateholders concerning surrender of their Certificates. The costs and expenses of
maintaining such funds and of contacting Certificateholders shall be paid out of the assets which
remain held. If within two years after the second notice any Certificates shall not have been
surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders all
amounts distributable to the Holders thereof. No interest shall accrue or be payable to any
Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling
and Servicing Agreement.



     This Certificate is limited in right of payment to, among other things, certain collections
and recoveries in respect of the Mortgage Loans, as more specifically set forth herein and in the
Pooling and Servicing Agreement.



A-7-4









 





     As provided in the Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage
Loans as from time to time are subject to the Pooling and Servicing Agreement, together with the
Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections in
respect of the Mortgage Loans due after the Cut-Off Date (or with respect to a Qualified Substitute
Mortgage Loan, the Due Date in the month of the substitution); (iii) any REO Property (to the
extent of the Trust Fund’s interest therein); (iv) all revenues received in respect of any REO
Property (to the extent of the Trust Fund’s interest therein); (v) the Master Servicer’s and the
Trustee’s rights under the insurance policies with respect to the Mortgage Loans required to be
maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof (to the extent
of the Trust Fund’s interest therein); (vi) the Trustee’s rights in any Assignments of Leases,
Rents and Profits and any security agreements (to the extent of the Trust Fund’s interest therein);
(vii) any indemnities or guaranties given as additional security for any Mortgage Loan (to the
extent of the Trust Fund’s interest therein); (viii) all of the Trustee’s and the Certificate
Administrator’s rights in the Escrow Accounts and Lock-Box Accounts (to the extent of the Trust
Fund’s interest therein) and all proceeds of the Mortgage Loans deposited in a Split-Loan Custodial
Account, the Collection Account, any Distribution Account, the Interest Reserve Account, the Excess
Liquidation Proceeds Reserve Account and any REO Account, including reinvestment income thereon;
(ix) the Trust’s rights in any environmental indemnity agreements relating to the Mortgaged
Properties and the Trust’s rights under each Intercreditor Agreement (to the extent of the Trust
Fund’s interest therein); (x) all of the equity interests in limited liability companies or limited
partnerships owned by the Trust to which Defaulted Mortgage Loans or REO Properties have been
transferred (in each case with respect to any Split-Loan, subject to the rights of any related
Companion Loan Holder to the extent set forth in the related Intercreditor Agreement); and (xi) the
Lower-Tier Regular Interests.



     This Certificate does not purport to summarize the Pooling and Servicing Agreement, and
reference is made to the Pooling and Servicing Agreement for the interests, rights, benefits,
obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.



     As provided in the Pooling and Servicing Agreement, subject to certain restrictions on
transfer set forth therein, upon surrender for registration of transfer of any Certificate, the
Certificate Registrar shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like
aggregate interest and of the same Class.



     Prior to due presentation of this Certificate for registration of transfer, the Trustee, the
Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the
Certificate Registrar, and any agent of the Trustee, the Master Servicer, the Special Servicer, the
Operating Advisor, the Certificate Administrator or the Certificate Registrar may treat the Person
in whose name any Certificate is registered as the owner of such Certificate for the purpose of
receiving distributions as provided in the Pooling and Servicing Agreement and for all other
purposes whatsoever, and neither the Trustee, the Master Servicer, the Special Servicer, the
Operating Advisor, the Certificate Administrator, the Certificate Registrar, nor any agent of the
Trustee, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate
Administrator or the Certificate Registrar shall be affected by any notice to the contrary;
provided, however, that to the extent that a party to the Pooling and Servicing
Agreement responsible for distributing any report, statement or other information required to be
distributed to Certificateholders has been provided an Investor Certification, such party to the
Pooling and Servicing Agreement shall distribute such report, statement or other information to
such Beneficial Owner (or prospective transferee).



     The Pooling and Servicing Agreement or any Custodial Agreement may be amended from time to
time by the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the
Certificate Administrator and the Trustee, without the consent of any of the Certificateholders,
or, as applicable, any Companion Loan Holder, as set forth in Section 11.07 of the Pooling
and Servicing Agreement. The Pooling and Servicing Agreement or any Custodial Agreement may also
be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the
Operating Advisor, the Certificate Administrator and the Trustee with the consent of the Holders of
Certificates representing not less than 66-2/3% of the Percentage Interests of each Class of
Certificates affected by the amendment for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of
modifying in any manner the rights of the Certificateholders, subject to the exceptions set forth
in such Section 11.07.



     The Holders of the Controlling Class representing greater than 50% Percentage Interest of the
Controlling Class may effect an early termination of the Trust Fund, upon not less than 30 days’
prior notice given to the Depositor, the Trustee, the Certificate Administrator, the Operating
Advisor, each Companion Loan Holder, the Special



A-7-5









 




Servicer and Master Servicer any time on or after the Early Termination Notice Date specifying
the Anticipated Termination Date, by purchasing on such date all, but not less than all, of the
Mortgage Loans then included in the Trust Fund, and all property acquired by the Trust Fund in
respect of any Mortgage Loan, at a purchase price, payable in cash, calculated in accordance with
Section 9.01(c) of the Pooling and Servicing Agreement.




     The Holders of the Controlling Class representing greater than 50% of the Certificate
Principal Amount of the Controlling Class, or if such Holders do not, the Special Servicer, or if
neither such Holders nor the Special Servicer do, the Master Servicer or, if neither such Holders
nor the Special Servicer nor the Master Servicer does, any Holder of a Class R Certificate
representing greater than a 50% Percentage Interest in such Class, may also effect such termination
as provided above if such party first notifies the Controlling Class Representative and each
Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R
Certificate, notifies the Certificate Administrator (who shall notify each of the Controlling Class
Representative, each Certifying Certificateholder and the Master Servicer) of its intention to do
so in writing within 30 days following the Early Termination Notice Date. All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in
connection with the purchase of the Mortgage Loans and other assets of the Trust Fund pursuant to
Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the party
exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely
conclusively on any determination made by an Appraiser pursuant to Section 9.01(c) of the
Pooling and Servicing Agreement.



     The respective obligations and responsibilities of the Master Servicer, the Special Servicer,
the Depositor, the Operating Advisor, the Certificate Administrator and the Trustee created hereby
with respect to the Certificates (other than the obligation to make certain payments and to send
certain notices to Certificateholders as hereinafter set forth) and any related Companion Loan
shall terminate immediately following the earlier to occur of (i) the purchase by the Holders of
the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R
Certificates of all the Mortgage Loans and REO Property then included in the Trust Fund pursuant to
Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the Remaining
Certificateholder pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and
(iii) the final payment or other liquidation (or any advance with respect thereto) of the last
Mortgage Loan contained in the Trust Fund; provided, however, that in no event
shall the trust created thereby continue beyond the expiration of twenty-one years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United
States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All such
payments as contemplated by the preceding paragraph shall be deposited into the Collection Account
by the Master Servicer or Special Servicer, as applicable promptly following receipt thereof.



     Unless the Certificate of Authentication on this Certificate has been executed by the
Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature, this
Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be
valid for any purpose.



     THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE
ARISING UNDER OR RELATED TO THIS CERTIFICATE OR THE POOLING AND SERVICING AGREEMENT, THE
RELATIONSHIP OF THE PARTIES TO THE POOLING AND SERVICING AGREEMENT, AND/OR THE INTERPRETATION AND
ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES TO THE POOLING AND SERVICING AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW
YORK, WITHOUT REGARD TO THE CHOICE OF LAW RULES THEREOF. THE PARTIES HERETO INTEND THAT THE
PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT.



A-7-6









 





     IN WITNESS WHEREOF, the Certificate Administrator has caused this Class X-B Certificate to be
duly executed.



	 	 	 	 	 
	 	CITIBANK, N.A.,

not in its individual capacity but solely as

Certificate Administrator

 	 
	 	By:  	 	 
	 	 	Authorized Signatory 	 
	 	 	 	 
	 



Dated:                     




CERTIFICATE OF AUTHENTICATION





     This is one of the Class X-B Certificates referred to in the Pooling and Servicing Agreement.


Dated:                     




	 	 	 	 	 
	 	CITIBANK, N.A.,

not in its individual capacity but solely

as Authenticating Agent

 	 
	 	By:  	 	 
	 	 	Authorized Signatory 	 
	 	 	 	 



A-7-7









 






	 	 	 	 	 



ASSIGNMENT





     FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and
transfer(s) unto ______________________ ____________________ (please print or typewrite name(s) and
address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire
Percentage Interest represented by the within Class X-B Certificate and hereby authorize(s) the
registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust
Fund.



     I (we) further direct the Certificate Registrar to issue a new Class X-B Certificate of the
entire Percentage Interest represented by the within Class X-B Certificates to the above-named
Assignee(s) and to deliver such Class X-B Certificate to the following address:


Date:                     




	 	 	 	 	 
	 	 	 
	 	
 	 
	 	 Signature by or on behalf of Assignor(s) 	 
	 
	 	
 	 
	 	 Taxpayer Identification Number	 
	 	 	 



A-7-8









 






DISTRIBUTION INSTRUCTIONS





     The Assignee(s) should include the following for purposes of distribution:



     Address of the Assignee(s) for the purpose of receiving notices and distributions: ______________________________________________



 




Distributions, if being made by wire transfer in immediately available funds to
__________________________ for the account of __________________________ account number
___________________________.
This information is provided by ____________________, the Assignee(s) named above or
__________________________ as its (their) agent.



	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	[Please print or type name(s)] 	 
	 	 	 
	 	  	
 	 
	 	 	Title 	 
	 	 	 
	 	  	
 	 
	 	 	Taxpayer Identification Number 	 
	 	 	 	 



A-7-9









 






	 	 	 	 	 



EXHIBIT A-8




CFCRE COMMERCIAL MORTGAGE TRUST 2011-C2

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2011-C2, CLASS B


[THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER
THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY
REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT
AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.



NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE
PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED
PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1



[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER,
EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE
& CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2



[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO
NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL
INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.]3



THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSOR, THE
MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING
ADVISOR, THE INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES
NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.



PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS CERTIFICATE
AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW.



THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY
PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE






 




			
	1    Temporary Regulation S Global Certificate
legend.
	 
	2    Legend required as long as DTC is the
Depository under the Pooling and Servicing Agreement.

 
	 
	3    Global Certificate legend.



	 	 



A-8-1









 






	 	 	 	 	 


MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER
THE SECURITIES ACT TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL
BUYER, WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT (A “QIB”), OR IS PURCHASING FOR THE
ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER
TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A UNDER THE SECURITIES ACT, (2) PURSUANT TO AN
EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (3) IN AN
OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES
ACT, OR (4) TO AN INSTITUTIONAL ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(a)(1), (2), (3)
OR (7) OF REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QIB, AND (B) IN EACH CASE IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER
APPLICABLE JURISDICTION.



IF THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE FIDUCIARY
RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
(“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, OR ANY PERSON ACTING
ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE,
SUCH PLAN OR SUCH PERSON MUST BE AN ACCREDITED INVESTOR (AS DEFINED IN RULE 501(a)(1) OF REGULATION
D UNDER THE SECURITIES ACT).



THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER CLASSES OF CERTIFICATES OF
THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.



THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS
THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE
OF 1986, AS AMENDED.





A-8-2











 





CFCRE COMMERCIAL MORTGAGE TRUST 2011-C2

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2011-C2, CLASS B




	 	 	 

	Pass-Through Rate: The WAC Rate minus [_____]%
	 	 
	 
	 	 
	First Distribution Date: January 17, 2012

	 	Cut-Off Date: With
respect to each mortgage
loan, the due date in
December 2011 for that
mortgage loan.
	 
	 	 
	Aggregate Initial Certificate Principal Amount
of the Class B Certificates: $28,061,000

	 	Expected Final
Distribution Date: the
Distribution Date in
November 2021






	 	 	 	 	 

	CUSIP:
	 	[12527DAD2]1	 	Initial Certificate Principal Amount of this Certificate:
	 
	 	[U1578QAD1]2	 	$[__________]
	 
	 	[__________]3	 	 
	 
	ISIN:
	 	[US12527DAD21]4	 	 
	 
	 	[USU1578QAD17]5	 	 
	 
	 	[__________]6	 	 





No.: 1




     This certifies that Cede & Co. is the registered owner of a beneficial ownership interest in a
Trust Fund, including the distributions to be made with respect to the Class B Certificates. The
Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by
first liens on commercial, multifamily and manufactured housing community properties and held in
trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created, and the
Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined
below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms,
provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. Also issued
under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class
A-J, Class X-A, Class X-B, Class C, Class D, Class E, Class F, Class G, Class NR, Class S and Class
R Certificates (together with the Class B Certificates, the “Certificates”; the Holders of
Certificates issued under the Pooling and Servicing Agreement are collectively referred to herein
as “Certificateholders”).



     This Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and
Servicing Agreement dated as of December 11, 2011 (the “Pooling and Servicing
Agreement”), and executed in connection with the CFCRE Commercial Mortgage Trust 2011-C2
Commercial Mortgage Pass-Through Certificates, Series 2011-C2.





 




			
	1	 	For Rule 144A Certificates
	 
	2	 	For Regulation S Certificates
	 
	3	 	For Definitive Certificates
	 
	4	 	For Rule 144A Certificates
	 
	5	 	For Regulation S Certificates
	 
	6	 	For Definitive Certificates




A-8-3









 









To the extent not defined herein, capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.




     The Certificate Administrator makes no representation or warranty as to any of the statements
contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans and has
executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.



     Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator
will distribute (other than the final distribution on any Certificate), on the 4th Business Day
following the Determination Date of each month, commencing in January 2012 (each such date, a
“Distribution Date”), to the Person in whose name this Certificate is registered as of the
related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of principal and
interest then distributable, if any, allocable to the Class B Certificates for such Distribution
Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this
Certificate may be entitled to Yield Maintenance Charges, as provided in the Pooling and Servicing
Agreement.



     Interest accrued on this Certificate during an Interest Accrual Period, plus the aggregate
unpaid Interest Shortfall with respect to this Certificate, if any, will be payable on the related
Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class B
Certificates is the calendar month preceding the month in which such Distribution Date occurs and
is assumed to consist of 30 days.



     All distributions (other than the final distribution on any Certificate) will be made by the
Certificate Administrator to the persons in whose names the Certificates are registered at the
close of business on each Record Date, which will be the close of business on the last day of the
month immediately preceding the month in which such Distribution Date occurs, or if such day is not
a Business Day, the immediately preceding Business Day. Distributions are required to be made (a)
by wire transfer of immediately available funds to the account of such Certificateholder at a bank
or other entity located in the United States and having appropriate facilities therefor, if such
Certificateholder provides the Certificate Administrator with wiring instructions no less than five
Business Days prior to the related Record Date, or otherwise (b) by check mailed to such
Certificateholder. The final distribution on each Certificate shall be made in like manner, but
only upon presentment and surrender of such Certificate at the office of the Certificate
Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as
such agent) that is specified in the notice to Certificateholders of such final distribution.



     Any funds not distributed on the Termination Date because of the failure of any
Certificateholders to tender their Certificates shall be set aside and held in trust for the
account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall
terminate. If any Certificates as to which notice of the Termination Date has been given pursuant
to Section 9.01 of the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the Certificate
Administrator shall mail a second notice to the remaining Certificateholders, at their last
addresses shown in the Certificate Register, to surrender their Certificates for cancellation in
order to receive, from such funds held, the final distribution with respect thereto. If within one
year after the second notice any Certificate shall not have been surrendered for cancellation, the
Certificate Administrator may, directly or through an agent, take appropriate steps to contact the
remaining Certificateholders concerning surrender of their Certificates. The costs and expenses of
maintaining such funds and of contacting Certificateholders shall be paid out of the assets which
remain held. If within two years after the second notice any Certificates shall not have been
surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders all
amounts distributable to the Holders thereof. No interest shall accrue or be payable to any
Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling
and Servicing Agreement.



     This Certificate is limited in right of payment to, among other things, certain collections
and recoveries in respect of the Mortgage Loans, as more specifically set forth herein and in the
Pooling and Servicing Agreement.



     As provided in the Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage
Loans as from time to time are subject to the Pooling and Servicing Agreement, together with the
Mortgage Files relating thereto;



A-8-4









 




(ii) all scheduled or unscheduled payments on or collections in respect of the Mortgage Loans
due after the Cut-Off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due Date
in the month of the substitution); (iii) any REO Property (to the extent of the Trust Fund’s
interest therein); (iv) all revenues received in respect of any REO Property (to the extent of the
Trust Fund’s interest therein); (v) the Master Servicer’s and the Trustee’s rights under the
insurance policies with respect to the Mortgage Loans required to be maintained pursuant to the
Pooling and Servicing Agreement and any proceeds thereof (to the extent of the Trust Fund’s
interest therein); (vi) the Trustee’s rights in any Assignments of Leases, Rents and Profits and
any security agreements (to the extent of the Trust Fund’s interest therein); (vii) any indemnities
or guaranties given as additional security for any Mortgage Loan (to the extent of the Trust Fund’s
interest therein); (viii) all of the Trustee’s and the Certificate Administrator’s rights in the
Escrow Accounts and Lock-Box Accounts (to the extent of the Trust Fund’s interest therein) and all
proceeds of the Mortgage Loans deposited in a Split-Loan Custodial Account, the Collection Account,
any Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve
Account and any REO Account, including reinvestment income thereon; (ix) the Trust’s rights in any
environmental indemnity agreements relating to the Mortgaged Properties and the Trust’s rights
under each Intercreditor Agreement (to the extent of the Trust Fund’s interest therein); (x) all of
the equity interests in limited liability companies or limited partnerships owned by the Trust to
which Defaulted Mortgage Loans or REO Properties have been transferred (in each case with respect
to any Split-Loan, subject to the rights of any related Companion Loan Holder to the extent set
forth in the related Intercreditor Agreement); and (xi) the Lower-Tier Regular Interests.




     This Certificate does not purport to summarize the Pooling and Servicing Agreement, and
reference is made to the Pooling and Servicing Agreement for the interests, rights, benefits,
obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.



     As provided in the Pooling and Servicing Agreement, subject to certain restrictions on
transfer set forth therein, upon surrender for registration of transfer of any Certificate, the
Certificate Registrar shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like
aggregate interest and of the same Class.



     Prior to due presentation of this Certificate for registration of transfer, the Trustee, the
Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the
Certificate Registrar, and any agent of the Trustee, the Master Servicer, the Special Servicer, the
Operating Advisor the Certificate Administrator or the Certificate Registrar may treat the Person
in whose name any Certificate is registered as the owner of such Certificate for the purpose of
receiving distributions as provided in the Pooling and Servicing Agreement and for all other
purposes whatsoever, and neither the Trustee, the Master Servicer, the Special Servicer, the
Operating Advisor, the Certificate Administrator, the Certificate Registrar, nor any agent of the
Trustee, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate
Administrator or the Certificate Registrar shall be affected by any notice to the contrary;
provided, however, that to the extent that a party to the Pooling and Servicing
Agreement responsible for distributing any report, statement or other information required to be
distributed to Certificateholders has been provided an Investor Certification, such party to the
Pooling and Servicing Agreement shall distribute such report, statement or other information to
such Beneficial Owner (or prospective transferee).



     The Pooling and Servicing Agreement or any Custodial Agreement may be amended from time to
time by the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the
Certificate Administrator and the Trustee, without the consent of any of the Certificateholders,
or, as applicable, any Companion Loan Holder, as set forth in Section 11.07 of the Pooling
and Servicing Agreement. The Pooling and Servicing Agreement or any Custodial Agreement may also
be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the
Operating Advisor, the Certificate Administrator and the Trustee with the consent of the Holders of
Certificates representing not less than 66-2/3% of the Percentage Interests of each Class of
Certificates affected by the amendment for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of
modifying in any manner the rights of the Certificateholders, subject to the exceptions set forth
in such Section 11.07.



     The Holders of the Controlling Class representing greater than 50% Percentage Interest of the
Controlling Class may effect an early termination of the Trust Fund, upon not less than 30 days’
prior notice given to the Depositor, the Trustee, the Certificate Administrator, the Operating
Advisor, each Companion Loan Holder, the Special Servicer and Master Servicer any time on or after
the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on
such date all, but not less than all, of the Mortgage Loans then included in the



A-8-5









 




Trust Fund, and all property acquired by the Trust Fund in respect of any Mortgage Loan, at a
purchase price, payable in cash, calculated in accordance with Section 9.01(c) of the
Pooling and Servicing Agreement.




     The Holders of the Controlling Class representing greater than 50% of the Certificate
Principal Amount of the Controlling Class, or if such Holders do not, the Special Servicer, or if
neither such Holders nor the Special Servicer do, the Master Servicer or, if neither such Holders
nor the Special Servicer nor the Master Servicer does, any Holder of a Class R Certificate
representing greater than a 50% Percentage Interest in such Class, may also effect such termination
as provided above if such party first notifies the Controlling Class Representative and each
Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R
Certificate, notifies the Certificate Administrator (who shall notify each of the Controlling Class
Representative, each Certifying Certificateholder and the Master Servicer) of its intention to do
so in writing within 30 days following the Early Termination Notice Date. All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in
connection with the purchase of the Mortgage Loans and other assets of the Trust Fund pursuant to
Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the party
exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely
conclusively on any determination made by an Appraiser pursuant to Section 9.01(c) of the
Pooling and Servicing Agreement.



     The respective obligations and responsibilities of the Master Servicer, the Special Servicer,
the Depositor, the Operating Advisor, the Certificate Administrator and the Trustee created hereby
with respect to the Certificates (other than the obligation to make certain payments and to send
certain notices to Certificateholders as hereinafter set forth) and any related Companion Loan
shall terminate immediately following the earlier to occur of (i) the purchase by the Holders of
the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R
Certificates of all the Mortgage Loans and REO Property then included in the Trust Fund pursuant to
Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the Remaining
Certificateholder pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and
(iii) the final payment or other liquidation (or any advance with respect thereto) of the last
Mortgage Loan contained in the Trust Fund; provided, however, that in no event
shall the trust created thereby continue beyond the expiration of twenty-one years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United
States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All such
payments as contemplated by the preceding paragraph shall be deposited into the Collection Account
by the Master Servicer or Special Servicer, as applicable promptly following receipt thereof.



     Unless the Certificate of Authentication on this Certificate has been executed by the
Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature, this
Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be
valid for any purpose.



     THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE
ARISING UNDER OR RELATED TO THIS CERTIFICATE OR THE POOLING AND SERVICING AGREEMENT, THE
RELATIONSHIP OF THE PARTIES TO THE POOLING AND SERVICING AGREEMENT, AND/OR THE INTERPRETATION AND
ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES TO THE POOLING AND SERVICING AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW
YORK, WITHOUT REGARD TO THE CHOICE OF LAW RULES THEREOF. THE PARTIES HERETO INTEND THAT THE
PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT.



A-8-6









 





     IN WITNESS WHEREOF, the Certificate Administrator has caused this Class B Certificate to be
duly executed.



	 	 	 	 	 
	 	CITIBANK, N.A.,

not in its individual capacity but solely as

Certificate Administrator

 	 
	 	By:  	 	 
	 	 	Authorized Signatory 	 
	 	 	 	 
	 


Dated: ______________




CERTIFICATE OF AUTHENTICATION





     This is one of the Class B Certificates referred to in the Pooling and Servicing Agreement.


Dated: ______________




	 	 	 	 	 
	 	CITIBANK, N.A.,

not in its individual capacity but solely

as Authenticating Agent

 	 
	 	By:  	 	 
	 	 	Authorized Signatory 	 
	 	 	 	 



A-8-7









 






	 	 	 	 	 



ASSIGNMENT





     FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and
transfer(s) unto ______________________ ____________________ (please print or typewrite name(s) and
address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire
Percentage Interest represented by the within Class B Certificate and hereby authorize(s) the
registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust
Fund.



     I (we) further direct the Certificate Registrar to issue a new Class B Certificate of the
entire Percentage Interest represented by the within Class B Certificates to the above-named
Assignee(s) and to deliver such Class B Certificate to the following address:


Date: _________________




	 	 	 	 	 
	 	 	 
	 	  	 	 
	 	 	Signature by or on behalf of Assignor(s) 	 
	 	 	 
	 	  	 	 
	 	 	Taxpayer Identification Number 	 
	 	 	 	 



A-8-8









 







DISTRIBUTION INSTRUCTIONS





     The Assignee(s) should include the following for purposes of distribution:



     Address of the Assignee(s) for the purpose of receiving notices and distributions: ______________________________________________



 




Distributions, if being made by wire transfer in immediately available funds to
__________________________ for the account of __________________________ account number
___________________________.
This information is provided by ____________________, the Assignee(s) named above or
__________________________ as its (their) agent.



	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	[Please print or type name(s)] 	 
	 	 	 
	 	  	
 	 
	 	 	Title 	 
	 	 	 
	 	  	
 	 
	 	 	Taxpayer Identification Number 	 
	 	 	 	 



A-8-9












 





EXHIBIT A-9




CFCRE COMMERCIAL MORTGAGE TRUST 2011-C2

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2011-C2, CLASS C


[THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER
THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY
REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT
AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.



NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE
PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED
PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1



[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER,
EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE
& CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2



[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO
NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL
INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.]3



THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSOR, THE
MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING
ADVISOR, THE INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES
NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.



PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS CERTIFICATE
AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW.



THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY
PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE






 




			
	1	 	Temporary Regulation S Global Certificate
legend.
	 
	2	 	Legend required as long as DTC is the
Depository under the Pooling and Servicing Agreement.
	 
	3	 	Global Certificate legend.




A-9-1









 









MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER
THE SECURITIES ACT TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL
BUYER, WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT (A “QIB”), OR IS PURCHASING FOR THE
ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER
TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A UNDER THE SECURITIES ACT, (2) PURSUANT TO AN
EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (3) IN AN
OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES
ACT, OR (4) TO AN INSTITUTIONAL ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(a)(1), (2), (3)
OR (7) OF REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QIB, AND (B) IN EACH CASE IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER
APPLICABLE JURISDICTION.



IF THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE FIDUCIARY
RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
(“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, OR ANY PERSON ACTING
ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE,
SUCH PLAN OR SUCH PERSON MUST BE AN ACCREDITED INVESTOR (AS DEFINED IN RULE 501(a)(1) OF REGULATION
D UNDER THE SECURITIES ACT).



THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER CLASSES OF CERTIFICATES OF
THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.



THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS
THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE
OF 1986, AS AMENDED.







A-9-2









 








CFCRE COMMERCIAL MORTGAGE TRUST 2011-C2

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2011-C2, CLASS C




	 	 	 

	Pass-Through Rate: The WAC Rate
	 	 
	 
	 	 
	First Distribution Date: January 17, 2012

	 	Cut-Off Date: With
respect to each mortgage
loan, the due date in
December 2011 for that
mortgage loan.
	 
	 	 
	Aggregate Initial Certificate Principal Amount
of the Class C Certificates: $31,931,000

	 	Expected Final
Distribution Date: the
Distribution Date in
November 2021






	 	 	 	 	 

	CUSIP:

	 	[12527DAE0]1
	 	Initial Certificate Principal Amount of this Certificate:
	 

	 	[U1578QAE9]2
	 	$[__________]
	 

	 	[__________]3	 	 
	 
	 	 	 	 
	ISIN:

	 	[US12527DAE04]4	 	 
	 

	 	[USU1578QAE99]5	 	 
	 

	 	[__________]6	 	 





No.: 1




     This certifies that Cede & Co. is the registered owner of a beneficial ownership interest in a
Trust Fund, including the distributions to be made with respect to the Class C Certificates. The
Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by
first liens on commercial, multifamily and manufactured housing community properties and held in
trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created, and the
Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined
below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms,
provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. Also issued
under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class
A-J, Class X-A, Class X-B, Class B, Class D, Class E, Class F, Class G, Class NR, Class S and Class
R Certificates (together with the Class C Certificates, the “Certificates”; the Holders of
Certificates issued under the Pooling and Servicing Agreement are collectively referred to herein
as “Certificateholders”).



     This Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and
Servicing Agreement dated as of December 11, 2011 (the “Pooling and Servicing
Agreement”), and executed in connection with the CFCRE Commercial Mortgage Trust 2011-C2
Commercial Mortgage Pass-Through Certificates, Series 2011-C2.





 




			
	1	 	For Rule 144A Certificates
	 
	2	 	For Regulation S Certificates
	 
	3	 	For Definitive Certificates
	 
	4	 	For Rule 144A Certificates
	 
	5	 	For Regulation S Certificates
	 
	6	 	For Definitive Certificates




A-9-3









 









To the extent not defined herein, capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.




     The Certificate Administrator makes no representation or warranty as to any of the statements
contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans and has
executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.



     Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator
will distribute (other than the final distribution on any Certificate), on the 4th Business Day
following the Determination Date of each month, commencing in January 2012 (each such date, a
“Distribution Date”), to the Person in whose name this Certificate is registered as of the
related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of principal and
interest then distributable, if any, allocable to the Class C Certificates for such Distribution
Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this
Certificate may be entitled to Yield Maintenance Charges, as provided in the Pooling and Servicing
Agreement.



     Interest accrued on this Certificate during an Interest Accrual Period, plus the aggregate
unpaid Interest Shortfall with respect to this Certificate, if any, will be payable on the related
Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class C
Certificates is the calendar month preceding the month in which such Distribution Date occurs and
is assumed to consist of 30 days.



     All distributions (other than the final distribution on any Certificate) will be made by the
Certificate Administrator to the persons in whose names the Certificates are registered at the
close of business on each Record Date, which will be the close of business on the last day of the
month immediately preceding the month in which such Distribution Date occurs, or if such day is not
a Business Day, the immediately preceding Business Day. Distributions are required to be made (a)
by wire transfer of immediately available funds to the account of such Certificateholder at a bank
or other entity located in the United States and having appropriate facilities therefor, if such
Certificateholder provides the Certificate Administrator with wiring instructions no less than five
Business Days prior to the related Record Date, or otherwise (b) by check mailed to such
Certificateholder. The final distribution on each Certificate shall be made in like manner, but
only upon presentment and surrender of such Certificate at the office of the Certificate
Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as
such agent) that is specified in the notice to Certificateholders of such final distribution.



     Any funds not distributed on the Termination Date because of the failure of any
Certificateholders to tender their Certificates shall be set aside and held in trust for the
account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall
terminate. If any Certificates as to which notice of the Termination Date has been given pursuant
to Section 9.01 of the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the Certificate
Administrator shall mail a second notice to the remaining Certificateholders, at their last
addresses shown in the Certificate Register, to surrender their Certificates for cancellation in
order to receive, from such funds held, the final distribution with respect thereto. If within one
year after the second notice any Certificate shall not have been surrendered for cancellation, the
Certificate Administrator may, directly or through an agent, take appropriate steps to contact the
remaining Certificateholders concerning surrender of their Certificates. The costs and expenses of
maintaining such funds and of contacting Certificateholders shall be paid out of the assets which
remain held. If within two years after the second notice any Certificates shall not have been
surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders all
amounts distributable to the Holders thereof. No interest shall accrue or be payable to any
Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling
and Servicing Agreement.



     This Certificate is limited in right of payment to, among other things, certain collections
and recoveries in respect of the Mortgage Loans, as more specifically set forth herein and in the
Pooling and Servicing Agreement.



     As provided in the Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage
Loans as from time to time are subject to the Pooling and Servicing Agreement, together with the
Mortgage Files relating thereto;



A-9-4









 




(ii) all scheduled or unscheduled payments on or collections in respect of the Mortgage Loans
due after the Cut-Off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due Date
in the month of the substitution); (iii) any REO Property (to the extent of the Trust Fund’s
interest therein); (iv) all revenues received in respect of any REO Property (to the extent of the
Trust Fund’s interest therein); (v) the Master Servicer’s and the Trustee’s rights under the
insurance policies with respect to the Mortgage Loans required to be maintained pursuant to the
Pooling and Servicing Agreement and any proceeds thereof (to the extent of the Trust Fund’s
interest therein); (vi) the Trustee’s rights in any Assignments of Leases, Rents and Profits and
any security agreements (to the extent of the Trust Fund’s interest therein); (vii) any indemnities
or guaranties given as additional security for any Mortgage Loan (to the extent of the Trust Fund’s
interest therein); (viii) all of the Trustee’s and the Certificate Administrator’s rights in the
Escrow Accounts and Lock-Box Accounts (to the extent of the Trust Fund’s interest therein) and all
proceeds of the Mortgage Loans deposited in a Split-Loan Custodial Account, the Collection Account,
any Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve
Account and any REO Account, including reinvestment income thereon; (ix) the Trust’s rights in any
environmental indemnity agreements relating to the Mortgaged Properties and the Trust’s rights
under each Intercreditor Agreement (to the extent of the Trust Fund’s interest therein); (x) all of
the equity interests in limited liability companies or limited partnerships owned by the Trust to
which Defaulted Mortgage Loans or REO Properties have been transferred (in each case with respect
to any Split-Loan, subject to the rights of any related Companion Loan Holder to the extent set
forth in the related Intercreditor Agreement); and (xi) the Lower-Tier Regular Interests.




     This Certificate does not purport to summarize the Pooling and Servicing Agreement, and
reference is made to the Pooling and Servicing Agreement for the interests, rights, benefits,
obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.



     As provided in the Pooling and Servicing Agreement, subject to certain restrictions on
transfer set forth therein, upon surrender for registration of transfer of any Certificate, the
Certificate Registrar shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like
aggregate interest and of the same Class.



     Prior to due presentation of this Certificate for registration of transfer, the Trustee, the
Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the
Certificate Registrar, and any agent of the Trustee, the Master Servicer, the Special Servicer, the
Operating Advisor, the Certificate Administrator or the Certificate Registrar may treat the Person
in whose name any Certificate is registered as the owner of such Certificate for the purpose of
receiving distributions as provided in the Pooling and Servicing Agreement and for all other
purposes whatsoever, and neither the Trustee, the Master Servicer, the Special Servicer, the
Operating Advisor, the Certificate Administrator, the Certificate Registrar, nor any agent of the
Trustee, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate
Administrator or the Certificate Registrar shall be affected by any notice to the contrary;
provided, however, that to the extent that a party to the Pooling and Servicing
Agreement responsible for distributing any report, statement or other information required to be
distributed to Certificateholders has been provided an Investor Certification, such party to the
Pooling and Servicing Agreement shall distribute such report, statement or other information to
such Beneficial Owner (or prospective transferee).



     The Pooling and Servicing Agreement or any Custodial Agreement may be amended from time to
time by the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the
Certificate Administrator and the Trustee, without the consent of any of the Certificateholders,
or, as applicable, any Companion Loan Holder, as set forth in Section 11.07 of the Pooling
and Servicing Agreement. The Pooling and Servicing Agreement or any Custodial Agreement may also
be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the
Operating Advisor, the Certificate Administrator and the Trustee with the consent of the Holders of
Certificates representing not less than 66-2/3% of the Percentage Interests of each Class of
Certificates affected by the amendment for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of
modifying in any manner the rights of the Certificateholders, subject to the exceptions set forth
in such Section 11.07.



     The Holders of the Controlling Class representing greater than 50% Percentage Interest of the
Controlling Class may effect an early termination of the Trust Fund, upon not less than 30 days’
prior notice given to the Depositor, the Trustee, the Certificate Administrator, the Operating
Advisor, each Companion Loan Holder, the Special Servicer and Master Servicer any time on or after
the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on
such date all, but not less than all, of the Mortgage Loans then included in the



A-9-5









 




Trust Fund, and all property acquired by the Trust Fund in respect of any Mortgage Loan, at a
purchase price, payable in cash, calculated in accordance with Section 9.01(c) of the
Pooling and Servicing Agreement.




     The Holders of the Controlling Class representing greater than 50% of the Certificate
Principal Amount of the Controlling Class, or if such Holders do not, the Special Servicer, or if
neither such Holders nor the Special Servicer do, the Master Servicer or, if neither such Holders
nor the Special Servicer nor the Master Servicer does, any Holder of a Class R Certificate
representing greater than a 50% Percentage Interest in such Class, may also effect such termination
as provided above if such party first notifies the Controlling Class Representative and each
Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R
Certificate, notifies the Certificate Administrator (who shall notify each of the Controlling Class
Representative, each Certifying Certificateholder and the Master Servicer) of its intention to do
so in writing within 30 days following the Early Termination Notice Date. All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in
connection with the purchase of the Mortgage Loans and other assets of the Trust Fund pursuant to
Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the party
exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely
conclusively on any determination made by an Appraiser pursuant to Section 9.01(c) of the
Pooling and Servicing Agreement.



     The respective obligations and responsibilities of the Master Servicer, the Special Servicer,
the Depositor, the Operating Advisor, the Certificate Administrator and the Trustee created hereby
with respect to the Certificates (other than the obligation to make certain payments and to send
certain notices to Certificateholders as hereinafter set forth) and any related Companion Loan
shall terminate immediately following the earlier to occur of (i) the purchase by the Holders of
the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R
Certificates of all the Mortgage Loans and REO Property then included in the Trust Fund pursuant to
Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the Remaining
Certificateholder pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and
(iii) the final payment or other liquidation (or any advance with respect thereto) of the last
Mortgage Loan contained in the Trust Fund; provided, however, that in no event
shall the trust created thereby continue beyond the expiration of twenty-one years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United
States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All such
payments as contemplated by the preceding paragraph shall be deposited into the Collection Account
by the Master Servicer or Special Servicer, as applicable promptly following receipt thereof.



     Unless the Certificate of Authentication on this Certificate has been executed by the
Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature, this
Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be
valid for any purpose.



     THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE
ARISING UNDER OR RELATED TO THIS CERTIFICATE OR THE POOLING AND SERVICING AGREEMENT, THE
RELATIONSHIP OF THE PARTIES TO THE POOLING AND SERVICING AGREEMENT, AND/OR THE INTERPRETATION AND
ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES TO THE POOLING AND SERVICING AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW
YORK, WITHOUT REGARD TO THE CHOICE OF LAW RULES THEREOF. THE PARTIES HERETO INTEND THAT THE
PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT.



A-9-6









 





     IN WITNESS WHEREOF, the Certificate Administrator has caused this Class C Certificate to be
duly executed.



	 	 	 	 	 
	 	CITIBANK, N.A.,

not in its individual capacity but solely as
Certificate Administrator

 	 
	 	By:  	 	 
	 	 	Authorized Signatory 	 
	 	 	 	 
	 


Dated: ______________




CERTIFICATE OF AUTHENTICATION





     This is one of the Class C Certificates referred to in the Pooling and Servicing Agreement.


Dated: ______________




	 	 	 	 	 
	 	CITIBANK, N.A.,

not in its individual capacity but solely

as Authenticating Agent

 	 
	 	By:  	 	 
	 	 	Authorized Signatory 	 
	 	 	 	 



A-9-7









 






	 	 	 	 	 



ASSIGNMENT





     FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and
transfer(s) unto ______________________ ____________________ (please print or typewrite name(s) and
address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire
Percentage Interest represented by the within Class C Certificate and hereby authorize(s) the
registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust
Fund.



     I (we) further direct the Certificate Registrar to issue a new Class C Certificate of the
entire Percentage Interest represented by the within Class C Certificates to the above-named
Assignee(s) and to deliver such Class C Certificate to the following address:


Date: _________________




	 	 	 	 	 
	 	 	 
	 	  	 	 
	 	 	Signature by or on behalf of Assignor(s) 	 
	 	 	 
	 	  	 	 
	 	 	Taxpayer Identification Number 	 
	 	 	 	 



A-9-8









 






	 	 	 	 	 



DISTRIBUTION INSTRUCTIONS





     The Assignee(s) should include the following for purposes of distribution:



     Address of the Assignee(s) for the purpose of receiving notices and distributions: ______________________________________________



 




Distributions, if being made by wire transfer in immediately available funds to
__________________________ for the account of __________________________ account number
___________________________.
This information is provided by ____________________, the Assignee(s) named above or
__________________________ as its (their) agent.



	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	[Please print or type name(s)] 	 
	 	 	 
	 	  	
 	 
	 	 	Title 	 
	 	 	 
	 	  	
 	 
	 	 	Taxpayer Identification Number 	 
	 	 	 	 
	 




A-9-9











 





EXHIBIT A-10




CFCRE COMMERCIAL MORTGAGE TRUST 2011-C2

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2011-C2, CLASS D


[THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER
THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY
REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT
AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.



NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE
PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED
PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1



[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER,
EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE
& CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2



[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO
NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL
INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.]3



THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSOR, THE
MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING
ADVISOR, THE INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES
NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.



PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS CERTIFICATE
AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW.



THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY
PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE






 




			
	1	 	Temporary Regulation S Global Certificate
legend.
	 
	2	 	Legend required as long as DTC is the
Depository under the Pooling and Servicing Agreement.
	 
	3	 	Global Certificate legend.




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MAY BE REOFFERED, RESOLD, PLEDGED OR
OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT TO A PERSON THAT
THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, WITHIN THE MEANING OF RULE 144A
UNDER THE SECURITIES ACT (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER
HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE
144A UNDER THE SECURITIES ACT, (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144
UNDER THE SECURITIES ACT (IF AVAILABLE), (3) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903
OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, OR (4) TO AN INSTITUTIONAL ACCREDITED
INVESTOR WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES
ACT THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF
ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.



IF THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE FIDUCIARY
RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
(“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, OR ANY PERSON ACTING
ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE,
SUCH PLAN OR SUCH PERSON MUST BE AN ACCREDITED INVESTOR (AS DEFINED IN RULE 501(a)(1) OF REGULATION
D UNDER THE SECURITIES ACT).



THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER CLASSES OF CERTIFICATES OF
THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.



THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS
THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE
OF 1986, AS AMENDED.






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CFCRE COMMERCIAL MORTGAGE TRUST 2011-C2

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2011-C2, CLASS D




	 	 	 

	Pass-Through Rate: The WAC Rate
	 	 
	 
	 	 
	First Distribution Date: January 17, 2012

	 	Cut-Off Date: With respect to each mortgage loan, the due date in
December 2011 for that mortgage loan.
	 
	 	 
	Aggregate Initial Certificate Principal Amount
of the Class D Certificates: $18,384,000

	 	Expected Final
Distribution Date: the Distribution Date in November 2021
	 
	 	 
	CUSIP: [12527DAF7]1

             [U1578QAF6]2

             [__________]3


	 	Initial Certificate Principal
Amount of this Certificate:
$[__________]
	 
	 	 
	ISIN: [US12527DAF78]4

          [USU1578QAF64]5

          [__________]6
	 	 
	 
	 	 
	No.: 1
	 	 






     This certifies that Cede & Co. is the registered owner of a beneficial ownership interest in a
Trust Fund, including the distributions to be made with respect to the Class D Certificates. The
Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by
first liens on commercial, multifamily and manufactured housing community properties and held in
trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created, and the
Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined
below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms,
provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. Also issued
under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4,
Class A-J, Class X-A, Class X-B, Class B, Class C, Class E, Class F, Class G, Class NR, Class S and
Class R Certificates (together with the Class D Certificates, the “Certificates”; the
Holders of Certificates issued under the Pooling and Servicing Agreement are collectively referred
to herein as “Certificateholders”).



     This Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and
Servicing Agreement dated as of December 11, 2011 (the “Pooling and Servicing
Agreement”), and executed in connection with the CFCRE Commercial Mortgage Trust 2011-C2
Commercial Mortgage Pass-Through Certificates, Series 2011-C2.





 




			
	1	 	For Rule 144A Certificates
	 
	2	 	For Regulation S Certificates
	 
	3	 	For Definitive Certificates
	 
	4	 	For Rule 144A Certificates
	 
	5	 	For Regulation S Certificates
	 
	6	 	For Definitive Certificates




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To the extent not defined herein,
capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing
Agreement.




     The Certificate Administrator makes no representation or warranty as to any of the statements
contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans and has
executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.



     Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator
will distribute (other than the final distribution on any Certificate), on the 4th Business Day
following the Determination Date of each month, commencing in January 2012 (each such date, a
“Distribution Date”), to the Person in whose name this Certificate is registered as of the
related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of principal and
interest then distributable, if any, allocable to the Class D Certificates for such Distribution
Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this
Certificate may be entitled to Yield Maintenance Charges, as provided in the Pooling and Servicing
Agreement.



     Interest accrued on this Certificate during an Interest Accrual Period, plus the aggregate
unpaid Interest Shortfall with respect to this Certificate, if any, will be payable on the related
Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class D
Certificates is the calendar month preceding the month in which such Distribution Date occurs and
is assumed to consist of 30 days.



     All distributions (other than the final distribution on any Certificate) will be made by the
Certificate Administrator to the persons in whose names the Certificates are registered at the
close of business on each Record Date, which will be the close of business on the last day of the
month immediately preceding the month in which such Distribution Date occurs, or if such day is not
a Business Day, the immediately preceding Business Day. Distributions are required to be made (a)
by wire transfer of immediately available funds to the account of such Certificateholder at a bank
or other entity located in the United States and having appropriate facilities therefor, if such
Certificateholder provides the Certificate Administrator with wiring instructions no less than five
Business Days prior to the related Record Date, or otherwise (b) by check mailed to such
Certificateholder. The final distribution on each Certificate shall be made in like manner, but
only upon presentment and surrender of such Certificate at the office of the Certificate
Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as
such agent) that is specified in the notice to Certificateholders of such final distribution.



     Any funds not distributed on the Termination Date because of the failure of any
Certificateholders to tender their Certificates shall be set aside and held in trust for the
account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall
terminate. If any Certificates as to which notice of the Termination Date has been given pursuant
to Section 9.01 of the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the Certificate
Administrator shall mail a second notice to the remaining Certificateholders, at their last
addresses shown in the Certificate Register, to surrender their Certificates for cancellation in
order to receive, from such funds held, the final distribution with respect thereto. If within one
year after the second notice any Certificate shall not have been surrendered for cancellation, the
Certificate Administrator may, directly or through an agent, take appropriate steps to contact the
remaining Certificateholders concerning surrender of their Certificates. The costs and expenses of
maintaining such funds and of contacting Certificateholders shall be paid out of the assets which
remain held. If within two years after the second notice any Certificates shall not have been
surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders all
amounts distributable to the Holders thereof. No interest shall accrue or be payable to any
Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling
and Servicing Agreement.



     This Certificate is limited in right of payment to, among other things, certain collections
and recoveries in respect of the Mortgage Loans, as more specifically set forth herein and in the
Pooling and Servicing Agreement.



     As provided in the Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage
Loans as from time to time are subject to the Pooling and Servicing Agreement, together with the
Mortgage Files relating thereto;



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(ii) all scheduled or unscheduled payments on or collections in
respect of the Mortgage Loans due after the Cut-Off Date (or with respect to a Qualified Substitute
Mortgage Loan, the Due Date in the month of the substitution); (iii) any REO Property (to the
extent of the Trust Fund’s interest therein); (iv) all revenues received in respect of any REO
Property (to the extent of the Trust Fund’s interest therein); (v) the Master Servicer’s and the
Trustee’s rights under the insurance policies with respect to the Mortgage Loans required to be
maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof (to the extent
of the Trust Fund’s interest therein); (vi) the Trustee’s rights in any Assignments of Leases,
Rents and Profits and any security agreements (to the extent of the Trust Fund’s interest therein);
(vii) any indemnities or guaranties given as additional security for any Mortgage Loan (to the
extent of the Trust Fund’s interest therein); (viii) all of the Trustee’s and the Certificate
Administrator’s rights in the Escrow Accounts and Lock-Box Accounts (to the extent of the Trust
Fund’s interest therein) and all proceeds of the Mortgage Loans deposited in a Split-Loan Custodial
Account, the Collection Account, any Distribution Account, the Interest Reserve Account, the Excess
Liquidation Proceeds Reserve Account and any REO Account, including reinvestment income thereon;
(ix) the Trust’s rights in any environmental indemnity agreements relating to the Mortgaged
Properties and the Trust’s rights under each Intercreditor Agreement (to the extent of the Trust
Fund’s interest therein); (x) all of the equity interests in limited liability companies or limited
partnerships owned by the Trust to which Defaulted Mortgage Loans or REO Properties have been
transferred (in each case with respect to any Split-Loan, subject to the rights of any related
Companion Loan Holder to the extent set forth in the related Intercreditor Agreement); and (xi) the
Lower-Tier Regular Interests.




     This Certificate does not purport to summarize the Pooling and Servicing Agreement, and
reference is made to the Pooling and Servicing Agreement for the interests, rights, benefits,
obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.



     As provided in the Pooling and Servicing Agreement, subject to certain restrictions on
transfer set forth therein, upon surrender for registration of transfer of any Certificate, the
Certificate Registrar shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like
aggregate interest and of the same Class.



     Prior to due presentation of this Certificate for registration of transfer, the Trustee, the
Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the
Certificate Registrar, and any agent of the Trustee, the Master Servicer, the Special Servicer, the
Operating Advisor, the Certificate Administrator or the Certificate Registrar may treat the Person
in whose name any Certificate is registered as the owner of such Certificate for the purpose of
receiving distributions as provided in the Pooling and Servicing Agreement and for all other
purposes whatsoever, and neither the Trustee, the Master Servicer, the Special Servicer, the
Operating Advisor, the Certificate Administrator, the Certificate Registrar, nor any agent of the
Trustee, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate
Administrator or the Certificate Registrar shall be affected by any notice to the contrary;
provided, however, that to the extent that a party to the Pooling and Servicing
Agreement responsible for distributing any report, statement or other information required to be
distributed to Certificateholders has been provided an Investor Certification, such party to the
Pooling and Servicing Agreement shall distribute such report, statement or other information to
such Beneficial Owner (or prospective transferee).



     The Pooling and Servicing Agreement or any Custodial Agreement may be amended from time to
time by the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the
Certificate Administrator and the Trustee, without the consent of any of the Certificateholders, or
as applicable, any Companion Loan Holder, as set forth in Section 11.07 of the Pooling and
Servicing Agreement: The Pooling and Servicing Agreement or any Custodial Agreement may also be
amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the
Operating Advisor, the Certificate Administrator and the Trustee with the consent of the Holders of
Certificates representing not less than 66-2/3% of the Percentage Interests of each Class of
Certificates affected by the amendment for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of
modifying in any manner the rights of the Certificateholders, subject to the exceptions set forth
in such Section 11.07.



     The Holders of the Controlling Class representing greater than 50% Percentage Interest of the
Controlling Class may effect an early termination of the Trust Fund, upon not less than 30 days’
prior notice given to the Depositor, the Trustee, the Certificate Administrator, the Operating
Advisor, each Companion Loan Holder, the Special Servicer and Master Servicer any time on or after
the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on
such date all, but not less than all, of the Mortgage Loans then included in the



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Trust Fund, and
all property acquired by the Trust Fund in respect of any Mortgage Loan, at a purchase price,
payable in cash, calculated in accordance with Section 9.01(c) of the Pooling and Servicing
Agreement.




     The Holders of the Controlling Class representing greater than 50% of the Certificate
Principal Amount of the Controlling Class, or if such Holders do not, the Special Servicer, or if
neither such Holders nor the Special Servicer do, the Master Servicer or, if neither such Holders
nor the Special Servicer nor the Master Servicer does, any Holder of a Class R Certificate
representing greater than a 50% Percentage Interest in such Class, may also effect such termination
as provided above if such party first notifies the Controlling Class Representative and each
Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R
Certificate, notifies the Certificate Administrator (who shall notify each of the Controlling Class
Representative, each Certifying Certificateholder and the Master Servicer) of its intention to do
so in writing within 30 days following the Early Termination Notice Date. All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in
connection with the purchase of the Mortgage Loans and other assets of the Trust Fund pursuant to
Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the party
exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely
conclusively on any determination made by an Appraiser pursuant to Section 9.01(c) of the
Pooling and Servicing Agreement.



     The respective obligations and responsibilities of the Master Servicer, the Special Servicer,
the Depositor, the Operating Advisor, the Certificate Administrator and the Trustee created hereby
with respect to the Certificates (other than the obligation to make certain payments and to send
certain notices to Certificateholders as hereinafter set forth) and any related Companion Loan
shall terminate immediately following the earlier to occur of (i) the purchase by the Holders of
the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R
Certificates of all the Mortgage Loans and REO Property then included in the Trust Fund pursuant to
Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the Remaining
Certificateholder pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and
(iii) the final payment or other liquidation (or any advance with respect thereto) of the last
Mortgage Loan contained in the Trust Fund; provided, however, that in no event
shall the trust created thereby continue beyond the expiration of twenty-one years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United
States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All such
payments as contemplated by the preceding paragraph shall be deposited into the Collection Account
by the Master Servicer or Special Servicer, as applicable promptly following receipt thereof.



     Unless the Certificate of Authentication on this Certificate has been executed by the
Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature, this
Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be
valid for any purpose.



     THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE
ARISING UNDER OR RELATED TO THIS CERTIFICATE OR THE POOLING AND SERVICING AGREEMENT, THE
RELATIONSHIP OF THE PARTIES TO THE POOLING AND SERVICING AGREEMENT, AND/OR THE INTERPRETATION AND
ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES TO THE POOLING AND SERVICING AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW
YORK, WITHOUT REGARD TO THE CHOICE OF LAW RULES THEREOF. THE PARTIES HERETO INTEND THAT THE
PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT.



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     IN WITNESS WHEREOF, the Certificate Administrator has caused this Class D Certificate to be
duly executed.



	 	 	 	 	 
	 	CITIBANK, N.A.,

not in its individual capacity but solely

 as
Certificate Administrator

 	 
	 	By:  	 	 
	 	 	Authorized Signatory 	 
	 	 	 	 
	 


Dated: ______________




CERTIFICATE OF AUTHENTICATION





     This is one of the Class D Certificates referred to in the Pooling and Servicing Agreement.


Dated: ______________




	 	 	 	 	 
	 	CITIBANK, N.A.,

not in its individual capacity but solely

as Authenticating Agent

 	 
	 	By:  	 	 
	 	 	Authorized Signatory 	 
	 	 	 	 



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ASSIGNMENT





     FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and
transfer(s) unto ________________________

______________________________________________________________________ (please print or typewrite name(s) and address(es), including postal
zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by
the within Class D Certificate and hereby authorize(s) the registration of transfer of such
interest to Assignee(s) on the Certificate Register of the Trust Fund.



     I (we) further direct the Certificate Registrar to issue a new Class D Certificate of the
entire Percentage Interest represented by the within Class D Certificates to the above-named
Assignee(s) and to deliver such Class D Certificate to the following address:


Date: _________________




	 	 	 	 	 
	 	
 	 
	 	Signature by or on behalf of Assignor(s) 	 
	 	 	 
	 
	 	
 	 
	 	Taxpayer Identification Number 	 
	 	 	 



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DISTRIBUTION INSTRUCTIONS





     The Assignee(s) should include the following for purposes of distribution:



     Address of the Assignee(s) for the purpose of receiving notices and distributions: ______________________________________________



 




Distributions, if being made by wire transfer in immediately available funds to
__________________________ for the account of __________________________ account number
___________________________.
This information is provided by ____________________, the Assignee(s) named above or
__________________________ as its (their) agent.



	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	[Please print or type name(s)] 	 
	 	 	 
	 	  	
 	 
	 	 	Title 	 
	 	 	 
	 	  	
 	 
	 	 	Taxpayer Identification Number 	 
	 	 	 	 



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EXHIBIT A-11




CFCRE COMMERCIAL MORTGAGE TRUST 2011-C2

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2011-C2, CLASS E


[THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER
THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY
REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT
AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.



NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE
PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED
PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1



[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER,
EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE
& CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2



[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO
NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL
INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.]3



THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSOR, THE
MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING
ADVISOR, THE INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES
NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.



PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS CERTIFICATE
AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW.



THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY
PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE






 




			
	1	 	Temporary Regulation S Global Certificate legend.
	 
	2	 	Legend required as long as DTC is the
Depository under the Pooling and Servicing Agreement.
	 
	3	 	Global Certificate legend.




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MAY BE REOFFERED, RESOLD, PLEDGED OR
OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT TO A PERSON THAT
THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, WITHIN THE MEANING OF RULE 144A
UNDER THE SECURITIES ACT (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER
HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE
144A UNDER THE SECURITIES ACT, (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144
UNDER THE SECURITIES ACT (IF AVAILABLE), (3) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903
OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, OR (4) TO AN INSTITUTIONAL ACCREDITED
INVESTOR WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES
ACT THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF
ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.



IF THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE FIDUCIARY
RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
(“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, OR ANY PERSON ACTING
ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE,
SUCH PLAN OR SUCH PERSON MUST BE AN ACCREDITED INVESTOR (AS DEFINED IN RULE 501(a)(1) OF REGULATION
D UNDER THE SECURITIES ACT).



THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER CLASSES OF CERTIFICATES OF
THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.



THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS
THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE
OF 1986, AS AMENDED.





A-11-2









 








CFCRE COMMERCIAL MORTGAGE TRUST 2011-C2

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2011-C2, CLASS E




	 	 	 

	Pass-Through Rate: The WAC Rate
	 	 
	 
	 	 
	First Distribution Date: January 17, 2012

	 	Cut-Off Date: With respect to each mortgage loan, the due date in December 2011 for that
mortgage loan.
	 
	 	 
	Aggregate Initial Certificate Principal Amount
of the Class E Certificates: $28,061,000

	 	Expected Final
Distribution Date: the Distribution Date in December 2021
	 
	 	 
	CUSIP: [12527DAG5]1

             [U1578QAG4]2

             [__________]3

	 	Initial Certificate Principal
Amount of this Certificate: $[__________]
	 
	 	 
	ISIN: [US12527DAG51]4

          [USU1578QAG48]5

          [__________]6
	 	 
	 
	 	 
	No.: 1
	 	 






     This certifies that Cede & Co. is the registered owner of a beneficial ownership interest in
a Trust Fund, including the distributions to be made with respect to the Class E Certificates. The
Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by
first liens on commercial, multifamily and manufactured housing community properties and held in
trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created, and the
Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined
below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms,
provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. Also issued
under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4,
Class A-J, Class X-A, Class X-B, Class B, Class C, Class D, Class F, Class G, Class NR, Class S and
Class R Certificates (together with the Class E Certificates, the “Certificates”; the
Holders of Certificates issued under the Pooling and Servicing Agreement are collectively referred
to herein as “Certificateholders”).



     This Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and
Servicing Agreement dated as of December 11, 2011 (the “Pooling and Servicing
Agreement”), and executed in connection with the CFCRE Commercial Mortgage Trust 2011-C2
Commercial Mortgage Pass-Through Certificates, Series 2011-C2.





 




			
	1	 	For Rule 144A Certificates
	 
	2	 	For Regulation S Certificates
	 
	3	 	For Definitive Certificates
	 
	4	 	For Rule 144A Certificates
	 
	5	 	For Regulation S Certificates
	 
	6	 	For Definitive Certificates




A-11-3









 









To the extent not defined herein,
capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing
Agreement.




     The Certificate Administrator makes no representation or warranty as to any of the statements
contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans and has
executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.



     Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator
will distribute (other than the final distribution on any Certificate), on the 4th Business Day
following the Determination Date of each month, commencing in January 2012 (each such date, a
“Distribution Date”), to the Person in whose name this Certificate is registered as of the
related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of principal and
interest then distributable, if any, allocable to the Class E Certificates for such Distribution
Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this
Certificate may be entitled to Yield Maintenance Charges, as provided in the Pooling and Servicing
Agreement.



     Interest accrued on this Certificate during an Interest Accrual Period, plus the aggregate
unpaid Interest Shortfall with respect to this Certificate, if any, will be payable on the related
Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class E
Certificates is the calendar month preceding the month in which such Distribution Date occurs and
is assumed to consist of 30 days.



     All distributions (other than the final distribution on any Certificate) will be made by the
Certificate Administrator to the persons in whose names the Certificates are registered at the
close of business on each Record Date, which will be the close of business on the last day of the
month immediately preceding the month in which such Distribution Date occurs, or if such day is not
a Business Day, the immediately preceding Business Day. Distributions are required to be made (a)
by wire transfer of immediately available funds to the account of such Certificateholder at a bank
or other entity located in the United States and having appropriate facilities therefor, if such
Certificateholder provides the Certificate Administrator with wiring instructions no less than five
Business Days prior to the related Record Date, or otherwise (b) by check mailed to such
Certificateholder. The final distribution on each Certificate shall be made in like manner, but
only upon presentment and surrender of such Certificate at the office of the Certificate
Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as
such agent) that is specified in the notice to Certificateholders of such final distribution.



     Any funds not distributed on the Termination Date because of the failure of any
Certificateholders to tender their Certificates shall be set aside and held in trust for the
account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall
terminate. If any Certificates as to which notice of the Termination Date has been given pursuant
to Section 9.01 of the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the Certificate
Administrator shall mail a second notice to the remaining Certificateholders, at their last
addresses shown in the Certificate Register, to surrender their Certificates for cancellation in
order to receive, from such funds held, the final distribution with respect thereto. If within one
year after the second notice any Certificate shall not have been surrendered for cancellation, the
Certificate Administrator may, directly or through an agent, take appropriate steps to contact the
remaining Certificateholders concerning surrender of their Certificates. The costs and expenses of
maintaining such funds and of contacting Certificateholders shall be paid out of the assets which
remain held. If within two years after the second notice any Certificates shall not have been
surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders all
amounts distributable to the Holders thereof. No interest shall accrue or be payable to any
Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling
and Servicing Agreement.



     This Certificate is limited in right of payment to, among other things, certain collections
and recoveries in respect of the Mortgage Loans, as more specifically set forth herein and in the
Pooling and Servicing Agreement.



     As provided in the Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage
Loans as from time to time are subject to the Pooling and Servicing Agreement, together with the
Mortgage Files relating thereto;



A-11-4









 




(ii) all scheduled or unscheduled payments on or collections in
respect of the Mortgage Loans due after the Cut-Off Date (or with respect to a Qualified Substitute
Mortgage Loan, the Due Date in the month of the substitution); (iii) any REO Property (to the
extent of the Trust Fund’s interest therein); (iv) all revenues received in respect of any REO
Property (to the extent of the Trust Fund’s interest therein); (v) the Master Servicer’s and the
Trustee’s rights under the insurance policies with respect to the Mortgage Loans required to be
maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof (to the extent
of the Trust Fund’s interest therein); (vi) the Trustee’s rights in any Assignments of Leases,
Rents and Profits and any security agreements (to the extent of the Trust Fund’s interest therein);
(vii) any indemnities or guaranties given as additional security for any Mortgage Loan (to the
extent of the Trust Fund’s interest therein); (viii) all of the Trustee’s and the Certificate
Administrator’s rights in the Escrow Accounts and Lock-Box Accounts (to the extent of the Trust
Fund’s interest therein) and all proceeds of the Mortgage Loans deposited in a Split-Loan Custodial
Account, the Collection Account, any Distribution Account, the Interest Reserve Account, the Excess
Liquidation Proceeds Reserve Account and any REO Account, including reinvestment income thereon;
(ix) the Trust’s rights in any environmental indemnity agreements relating to the Mortgaged
Properties and the Trust’s rights under each Intercreditor Agreement (to the extent of the Trust
Fund’s interest therein; ); (x) all of the equity interests in limited liability companies or
limited partnerships owned by the Trust to which Defaulted Mortgage Loans or REO Properties have
been transferred (in each case with respect to any Split-Loan, subject to the rights of any related
Companion Loan Holder to the extent set forth in the related Intercreditor Agreement); and (xi) the
Lower-Tier Regular Interests.




     This Certificate does not purport to summarize the Pooling and Servicing Agreement, and
reference is made to the Pooling and Servicing Agreement for the interests, rights, benefits,
obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.



     As provided in the Pooling and Servicing Agreement, subject to certain restrictions on
transfer set forth therein, upon surrender for registration of transfer of any Certificate, the
Certificate Registrar shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like
aggregate interest and of the same Class.



     Prior to due presentation of this Certificate for registration of transfer, the Trustee, the
Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the
Certificate Registrar, and any agent of the Trustee, the Master Servicer, the Special Servicer, the
Operating Advisor, the Certificate Administrator or the Certificate Registrar may treat the Person
in whose name any Certificate is registered as the owner of such Certificate for the purpose of
receiving distributions as provided in the Pooling and Servicing Agreement and for all other
purposes whatsoever, and neither the Trustee, the Master Servicer, the Special Servicer, the
Operating Advisor, the Certificate Administrator, the Certificate Registrar, nor any agent of the
Trustee, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate
Administrator or the Certificate Registrar shall be affected by any notice to the contrary;
provided, however, that to the extent that a party to the Pooling and Servicing
Agreement responsible for distributing any report, statement or other information required to be
distributed to Certificateholders has been provided an Investor Certification, such party to the
Pooling and Servicing Agreement shall distribute such report, statement or other information to
such Beneficial Owner (or prospective transferee).



     The Pooling and Servicing Agreement or any Custodial Agreement may be amended from time to
time by the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the
Certificate Administrator and the Trustee, without the consent of any of the Certificateholders,
or, as applicable, any Companion Loan Holder, as set forth in Section 11.07 of the Pooling
and Servicing Agreement. The Pooling and Servicing Agreement or any Custodial Agreement may also
be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the
Operating Advisor, the Certificate Administrator and the Trustee with the consent of the Holders of
Certificates representing not less than 66-2/3% of the Percentage Interests of each Class of
Certificates affected by the amendment for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of
modifying in any manner the rights of the Certificateholders, subject to the exceptions set forth
in such Section 11.07.



     The Holders of the Controlling Class representing greater than 50% Percentage Interest of the
Controlling Class may effect an early termination of the Trust Fund, upon not less than 30 days’
prior notice given to the Depositor, the Trustee, the Certificate Administrator, the Operating
Advisor, each Companion Loan Holder, the Special Servicer and Master Servicer any time on or after
the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on
such date all, but not less than all, of the Mortgage Loans then included in the



A-11-5









 




Trust Fund, and
all property acquired by the Trust Fund in respect of any Mortgage Loan, at a purchase price,
payable in cash, calculated in accordance with Section 9.01(c) of the Pooling and Servicing
Agreement.




     The Holders of the Controlling Class representing greater than 50% of the Certificate
Principal Amount of the Controlling Class, or if such Holders do not, the Special Servicer, or if
neither such Holders nor the Special Servicer do, the Master Servicer or, if neither such Holders
nor the Special Servicer nor the Master Servicer does, any Holder of a Class R Certificate
representing greater than a 50% Percentage Interest in such Class, may also effect such termination
as provided above if such party first notifies the Controlling Class Representative and each
Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R
Certificate, notifies the Certificate Administrator (who shall notify each of the Controlling Class
Representative, each Certifying Certificateholder and the Master Servicer) of its intention to do
so in writing within 30 days following the Early Termination Notice Date. All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in
connection with the purchase of the Mortgage Loans and other assets of the Trust Fund pursuant to
Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the party
exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely
conclusively on any determination made by an Appraiser pursuant to Section 9.01(c) of the
Pooling and Servicing Agreement.



     The respective obligations and responsibilities of the Master Servicer, the Special Servicer,
the Depositor, the Operating Advisor, the Certificate Administrator and the Trustee created hereby
with respect to the Certificates (other than the obligation to make certain payments and to send
certain notices to Certificateholders as hereinafter set forth) and any related Companion Loan
shall terminate immediately following the earlier to occur of (i) the purchase by the Holders of
the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R
Certificates of all the Mortgage Loans and REO Property then included in the Trust Fund pursuant to
Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the Remaining
Certificateholder pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and
(iii) the final payment or other liquidation (or any advance with respect thereto) of the last
Mortgage Loan contained in the Trust Fund; provided, however, that in no event
shall the trust created thereby continue beyond the expiration of twenty-one years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United
States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All such
payments as contemplated by the preceding paragraph shall be deposited into the Collection Account
by the Master Servicer or Special Servicer, as applicable promptly following receipt thereof.



     Unless the Certificate of Authentication on this Certificate has been executed by the
Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature, this
Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be
valid for any purpose.



     THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE
ARISING UNDER OR RELATED TO THIS CERTIFICATE OR THE POOLING AND SERVICING AGREEMENT, THE
RELATIONSHIP OF THE PARTIES TO THE POOLING AND SERVICING AGREEMENT, AND/OR THE INTERPRETATION AND
ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES TO THE POOLING AND SERVICING AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW
YORK, WITHOUT REGARD TO THE CHOICE OF LAW RULES THEREOF. THE PARTIES HERETO INTEND THAT THE
PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT.



A-11-6









 





     IN WITNESS WHEREOF, the Certificate Administrator has caused this Class E Certificate to be
duly executed.



	 	 	 	 	 
	 	CITIBANK, N.A.,

not in its individual capacity but solely as

Certificate Administrator

 	 
	 	By:  	 	 
	 	 	Authorized Signatory 	 
	 	 	 	 
	 


Dated: ______________




CERTIFICATE OF AUTHENTICATION





     This is one of the Class E Certificates referred to in the Pooling and Servicing Agreement.


Dated: ______________




	 	 	 	 	 
	 	CITIBANK, N.A.,

not in its individual capacity but solely

as Authenticating Agent

 	 
	 	By:  	 	 
	 	 	Authorized Signatory 	 
	 	 	 	 



A-11-7









 






	 	 	 	 	 



ASSIGNMENT





     FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and
transfer(s) unto ________________________

______________________________________________________________________ (please print or typewrite name(s) and address(es), including postal
zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by
the within Class E Certificate and hereby authorize(s) the registration of transfer of such
interest to Assignee(s) on the Certificate Register of the Trust Fund.



     I (we) further direct the Certificate Registrar to issue a new Class E Certificate of the
entire Percentage Interest represented by the within Class E Certificates to the above-named
Assignee(s) and to deliver such Class E Certificate to the following address:


Date: _________________




	 	 	 	 	 
	 	
 	 
	 	Signature by or on behalf of Assignor(s) 	 
	 
	 	
 	 
	 	Taxpayer Identification Number 	 
	 	 	 



A-11-8









 







DISTRIBUTION INSTRUCTIONS






     The Assignee(s) should include the following for purposes of distribution:



     Address of the Assignee(s) for the purpose of receiving notices and distributions: ______________________________________________



 




Distributions, if being made by wire transfer in immediately available funds to
__________________________ for the account of __________________________ account number
___________________________.
This information is provided by ____________________, the Assignee(s) named above or
__________________________ as its (their) agent.



	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	[Please print or type name(s)] 	 
	 
	 	 	
 	 
	 	 	Title 	 
	 
	 	 	
 	 
	 	 	Taxpayer Identification Number 	 
	 	 	 
	 




A-11-9











 





EXHIBIT A-12




CFCRE COMMERCIAL MORTGAGE TRUST 2011-C2

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2011-C2, CLASS F


[THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER
THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY
REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT
AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.



NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE
PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED
PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1



[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER,
EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE
& CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2



[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO
NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL
INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.]3



THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSOR, THE
MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING
ADVISOR, THE INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES
NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.



PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS CERTIFICATE
AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW.



THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY
PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE






 




			
	1	 	Temporary Regulation S Global Certificate
legend.
	 
	2	 	Legend required as long as DTC is the
Depository under the Pooling and Servicing Agreement.
	 
	3	 	Global Certificate legend.




A-12-1









 









MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER
THE SECURITIES ACT TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL
BUYER, WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT (A “QIB”), OR IS PURCHASING FOR THE
ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER
TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A UNDER THE SECURITIES ACT, (2) PURSUANT TO AN
EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (3) IN AN
OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES
ACT, OR (4) TO AN INSTITUTIONAL ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(a)(1), (2), (3)
OR (7) OF REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QIB, AND (B) IN EACH CASE IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER
APPLICABLE JURISDICTION.



THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON
THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY
RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
(“ERISA”) OR TO THE PROHIBITED TRANSACTION PROVISIONS OF SECTION 4975 OF THE INTERNAL REVENUE CODE
OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA)
THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE
FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY
SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON
IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS
EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS
EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION,
HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR
DISPOSITION OF THIS CERTIFICATE BY ANY GOVERNMENTAL PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION,
HOLDING AND DISPOSITION BY SUCH GOVERNMENTAL PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A
NON-EXEMPT VIOLATION OF SIMILAR LAW.



THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER CLASSES OF CERTIFICATES OF
THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.



THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS
THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE
OF 1986, AS AMENDED.







A-12-2









 








CFCRE COMMERCIAL MORTGAGE TRUST 2011-C2

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2011-C2, CLASS F




	 	 	 

	Pass-Through Rate: The lesser of
[_____]% and
the WAC Rate
	 	 
	 
	 	 
	First Distribution Date: January 17, 2012

	 	Cut-Off Date: With
respect to each mortgage
loan, the due date in
December 2011 for that
mortgage loan.
	 
	 	 
	Aggregate Initial Certificate Principal Amount
of the Class F Certificates: $10,644,000

	 	Expected Final
Distribution Date: the
Distribution Date in
December 2021
	 
	 	 
	CUSIP: [12527DAH3]1

              [U1578QAH2]2


	 	Initial Certificate Principal
Amount of this Certificate: 
$[__________]
	              [______]3


	 	
	 
	 	 
	ISIN: [US12527DAH35]4

          [USU1578QAH21]5

          [________]6
	 	 
	 
	 	 
	No.: 1
	 	 






     This certifies that Cede & Co. is the registered owner of a beneficial ownership interest in a
Trust Fund, including the distributions to be made with respect to the Class F Certificates. The
Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by
first liens on commercial, multifamily and manufactured housing community properties and held in
trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created, and the
Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined
below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms,
provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. Also issued
under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class
A-J, Class X-A, Class X-B, Class B, Class C, Class D, Class E, Class G, Class NR, Class S and Class
R Certificates (together with the Class F Certificates, the “Certificates”; the Holders of
Certificates issued under the Pooling and Servicing Agreement are collectively referred to herein
as “Certificateholders”).



     This Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and
Servicing Agreement dated as of December 11, 2011 (the “Pooling and Servicing
Agreement”), and executed in connection with the





 




			
	1	 	For Rule 144A Certificates
	 
	2	 	For Regulation S Certificates
	 
	3	 	For Definitive Certificates
	 
	4	 	For Rule 144A Certificates
	 
	5	 	For Regulation S Certificates
	 
	6	 	For Definitive Certificates




A-12-3









 









CFCRE Commercial Mortgage Trust 2011-C2 Commercial Mortgage Pass-Through Certificates, Series
2011-C2. To the extent not defined herein, capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.




     The Certificate Administrator makes no representation or warranty as to any of the statements
contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans and has
executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.



     Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator
will distribute (other than the final distribution on any Certificate), on the 4th Business Day
following the Determination Date of each month, commencing in January 2012 (each such date, a
“Distribution Date”), to the Person in whose name this Certificate is registered as of the
related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of principal and
interest then distributable, if any, allocable to the Class F Certificates for such Distribution
Date, all as more fully described in the Pooling and Servicing Agreement.



     Interest accrued on this Certificate during an Interest Accrual Period, plus the aggregate
unpaid Interest Shortfall with respect to this Certificate, if any, will be payable on the related
Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class F
Certificates is the calendar month preceding the month in which such Distribution Date occurs and
is assumed to consist of 30 days.



     All distributions (other than the final distribution on any Certificate) will be made by the
Certificate Administrator to the persons in whose names the Certificates are registered at the
close of business on each Record Date, which will be the close of business on the last day of the
month immediately preceding the month in which such Distribution Date occurs, or if such day is not
a Business Day, the immediately preceding Business Day. Distributions are required to be made (a)
by wire transfer of immediately available funds to the account of such Certificateholder at a bank
or other entity located in the United States and having appropriate facilities therefor, if such
Certificateholder provides the Certificate Administrator with wiring instructions no less than five
Business Days prior to the related Record Date, or otherwise (b) by check mailed to such
Certificateholder. The final distribution on each Certificate shall be made in like manner, but
only upon presentment and surrender of such Certificate at the office of the Certificate
Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as
such agent) that is specified in the notice to Certificateholders of such final distribution.



     Any funds not distributed on the Termination Date because of the failure of any
Certificateholders to tender their Certificates shall be set aside and held in trust for the
account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall
terminate. If any Certificates as to which notice of the Termination Date has been given pursuant
to Section 9.01 of the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the Certificate
Administrator shall mail a second notice to the remaining Certificateholders, at their last
addresses shown in the Certificate Register, to surrender their Certificates for cancellation in
order to receive, from such funds held, the final distribution with respect thereto. If within one
year after the second notice any Certificate shall not have been surrendered for cancellation, the
Certificate Administrator may, directly or through an agent, take appropriate steps to contact the
remaining Certificateholders concerning surrender of their Certificates. The costs and expenses of
maintaining such funds and of contacting Certificateholders shall be paid out of the assets which
remain held. If within two years after the second notice any Certificates shall not have been
surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders all
amounts distributable to the Holders thereof. No interest shall accrue or be payable to any
Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling
and Servicing Agreement.



     This Certificate is limited in right of payment to, among other things, certain collections
and recoveries in respect of the Mortgage Loans, as more specifically set forth herein and in the
Pooling and Servicing Agreement.



     As provided in the Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage
Loans as from time to time are subject to the Pooling and Servicing Agreement, together with the
Mortgage Files relating thereto;



A-12-4









 




(ii) all scheduled or unscheduled payments on or collections in respect of the Mortgage Loans
due after the Cut-Off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due Date
in the month of the substitution); (iii) any REO Property (to the extent of the Trust Fund’s
interest therein); (iv) all revenues received in respect of any REO Property (to the extent of the
Trust Fund’s interest therein); (v) the Master Servicer’s and the Trustee’s rights under the
insurance policies with respect to the Mortgage Loans required to be maintained pursuant to the
Pooling and Servicing Agreement and any proceeds thereof (to the extent of the Trust Fund’s
interest therein); (vi) the Trustee’s rights in any Assignments of Leases, Rents and Profits and
any security agreements (to the extent of the Trust Fund’s interest therein); (vii) any indemnities
or guaranties given as additional security for any Mortgage Loan (to the extent of the Trust Fund’s
interest therein); (viii) all of the Trustee’s and the Certificate Administrator’s rights in the
Escrow Accounts and Lock-Box Accounts (to the extent of the Trust Fund’s interest therein) and all
proceeds of the Mortgage Loans deposited in a Split-Loan Custodial Account, the Collection Account,
any Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve
Account and any REO Account, including reinvestment income thereon; (ix) the Trust’s rights in any
environmental indemnity agreements relating to the Mortgaged Properties and the Trust’s rights
under each Intercreditor Agreement (to the extent of the Trust Fund’s interest therein); (x) all of
the equity interests in limited liability companies or limited partnerships owned by the Trust to
which Defaulted Mortgage Loans or REO Properties have been transferred (in each case with respect
to any Split-Loan, subject to the rights of any related Companion Loan Holder to the extent set
forth in the related Intercreditor Agreement); and (xi) the Lower-Tier Regular Interests.




     This Certificate does not purport to summarize the Pooling and Servicing Agreement, and
reference is made to the Pooling and Servicing Agreement for the interests, rights, benefits,
obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.



     As provided in the Pooling and Servicing Agreement, subject to certain restrictions on
transfer set forth therein, upon surrender for registration of transfer of any Certificate, the
Certificate Registrar shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like
aggregate interest and of the same Class.



     Prior to due presentation of this Certificate for registration of transfer, the Trustee, the
Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the
Certificate Registrar, and any agent of the Trustee, the Master Servicer, the Special Servicer, the
Operating Advisor, the Certificate Administrator or the Certificate Registrar may treat the Person
in whose name any Certificate is registered as the owner of such Certificate for the purpose of
receiving distributions as provided in the Pooling and Servicing Agreement and for all other
purposes whatsoever, and neither the Trustee, the Master Servicer, the Special Servicer, the
Operating Advisor, the Certificate Administrator, the Certificate Registrar, nor any agent of the
Trustee, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate
Administrator or the Certificate Registrar shall be affected by any notice to the contrary;
provided, however, that to the extent that a party to the Pooling and Servicing
Agreement responsible for distributing any report, statement or other information required to be
distributed to Certificateholders has been provided an Investor Certification, such party to the
Pooling and Servicing Agreement shall distribute such report, statement or other information to
such Beneficial Owner (or prospective transferee).



     The Pooling and Servicing Agreement or any Custodial Agreement may be amended from time to
time by the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the
Certificate Administrator and the Trustee, without the consent of any of the Certificateholders,
or, as applicable, any Companion Loan Holder, as set forth in Section 11.07 of the Pooling
and Servicing Agreement. The Pooling and Servicing Agreement or any Custodial Agreement may also
be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the
Operating Advisor, the Certificate Administrator and the Trustee with the consent of the Holders of
Certificates representing not less than 66-2/3% of the Percentage Interests of each Class of
Certificates affected by the amendment for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of
modifying in any manner the rights of the Certificateholders, subject to the exceptions set forth
in such Section 11.07.



     The Holders of the Controlling Class representing greater than 50% Percentage Interest of the
Controlling Class may effect an early termination of the Trust Fund, upon not less than 30 days’
prior notice given to the Depositor, the Trustee, the Certificate Administrator, the Operating
Advisor, each Companion Loan Holder, the Special Servicer and Master Servicer any time on or after
the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on
such date all, but not less than all, of the Mortgage Loans then included in the



A-12-5









 




Trust Fund, and all property acquired by the Trust Fund in respect of any Mortgage Loan, at a
purchase price, payable in cash, calculated in accordance with Section 9.01(c) of the
Pooling and Servicing Agreement.




     The Holders of the Controlling Class representing greater than 50% of the Certificate
Principal Amount of the Controlling Class, or if such Holders do not, the Special Servicer, or if
neither such Holders nor the Special Servicer do, the Master Servicer or, if neither such Holders
nor the Special Servicer nor the Master Servicer does, any Holder of a Class R Certificate
representing greater than a 50% Percentage Interest in such Class, may also effect such termination
as provided above if such party first notifies the Controlling Class Representative and each
Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R
Certificate, notifies the Certificate Administrator (who shall notify each of the Controlling Class
Representative, each Certifying Certificateholder and the Master Servicer) of its intention to do
so in writing within 30 days following the Early Termination Notice Date. All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in
connection with the purchase of the Mortgage Loans and other assets of the Trust Fund pursuant to
Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the party
exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely
conclusively on any determination made by an Appraiser pursuant to Section 9.01(c) of the
Pooling and Servicing Agreement.



     The respective obligations and responsibilities of the Master Servicer, the Special Servicer,
the Depositor, the Operating Advisor, the Certificate Administrator and the Trustee created hereby
with respect to the Certificates (other than the obligation to make certain payments and to send
certain notices to Certificateholders as hereinafter set forth) and any related Companion Loan
shall terminate immediately following the earlier to occur of (i) the purchase by the Holders of
the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R
Certificates of all the Mortgage Loans and REO Property then included in the Trust Fund pursuant to
Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the Remaining
Certificateholder pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and
(iii) the final payment or other liquidation (or any advance with respect thereto) of the last
Mortgage Loan contained in the Trust Fund; provided, however, that in no event
shall the trust created thereby continue beyond the expiration of twenty-one years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United
States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All such
payments as contemplated by the preceding paragraph shall be deposited into the Collection Account
by the Master Servicer or Special Servicer, as applicable promptly following receipt thereof.



     Unless the Certificate of Authentication on this Certificate has been executed by the
Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature, this
Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be
valid for any purpose.



     THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE
ARISING UNDER OR RELATED TO THIS CERTIFICATE OR THE POOLING AND SERVICING AGREEMENT, THE
RELATIONSHIP OF THE PARTIES TO THE POOLING AND SERVICING AGREEMENT, AND/OR THE INTERPRETATION AND
ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES TO THE POOLING AND SERVICING AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW
YORK, WITHOUT REGARD TO THE CHOICE OF LAW RULES THEREOF. THE PARTIES HERETO INTEND THAT THE
PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT.



A-12-6









 





     IN WITNESS WHEREOF, the Certificate Administrator has caused this Class F Certificate to be
duly executed.



	 	 	 	 	 
	 	CITIBANK, N.A.,

not in its individual capacity but solely as

Certificate Administrator

 	 
	 	By:  	 	 
	 	 	Authorized Signatory 	 
	 	 	 	 
	 


Dated: ______________




CERTIFICATE OF AUTHENTICATION





     This is one of the Class F Certificates referred to in the Pooling and Servicing Agreement.


Dated: ______________




	 	 	 	 	 
	 	CITIBANK, N.A.,

not in its individual capacity but solely

as Authenticating Agent

 	 
	 	By:  	 	 
	 	 	Authorized Signatory 	 
	 	 	 	 



A-12-7









 






	 	 	 	 	 



ASSIGNMENT





     FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and
transfer(s) unto ______________________ ____________________ (please print or typewrite name(s) and
address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire
Percentage Interest represented by the within Class F Certificate and hereby authorize(s) the
registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust
Fund.



     I (we) further direct the Certificate Registrar to issue a new Class F Certificate of the
entire Percentage Interest represented by the within Class F Certificates to the above-named
Assignee(s) and to deliver such Class F Certificate to the following address:


Date: _________________




	 	 	 	 	 
	 	 	 
	 	  	
 	 
	 	 	Signature by or on behalf of Assignor(s) 	 
	 	 	 	 
	 	 	 
	 	  	

 	 
	 	 	Taxpayer Identification Number 	 
	 	 	 	 



A-12-8









 





DISTRIBUTION INSTRUCTIONS





     The Assignee(s) should include the following for purposes of distribution:



     Address of the Assignee(s) for the purpose of receiving notices and distributions: ______________________________________________



 




Distributions, if being made by wire transfer in immediately available funds to
__________________________ for the account of __________________________ account number
___________________________.
This information is provided by ____________________, the Assignee(s) named above or
__________________________ as its (their) agent.



	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	[Please print or type name(s)] 	 
	 	 	 
	 	  	
 	 
	 	 	Title 	 
	 	 	 
	 	  	
 	 
	 	 	Taxpayer Identification Number 	 
	 	 	 	 



A-12-9









 








EXHIBIT A-13




CFCRE COMMERCIAL MORTGAGE TRUST 2011-C2

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2011-C2, CLASS G


[THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER
THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY
REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT
AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.



NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE
PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED
PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1



[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER,
EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE
& CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2



[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO
NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL
INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.]3



THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSOR, THE
MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING
ADVISOR, THE INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES
NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.



PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS CERTIFICATE
AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW.



THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY
PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE






 




			
	1	 	Temporary Regulation S Global Certificate
legend.
	 
	2	 	Legend required as long as DTC is the
Depository under the Pooling and Servicing Agreement.
	 
	3	 	Global Certificate legend.




A-13-1









 









MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER
THE SECURITIES ACT TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL
BUYER, WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT (A “QIB”), OR IS PURCHASING FOR THE
ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER
TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A UNDER THE SECURITIES ACT, (2) PURSUANT TO AN
EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (3) IN AN
OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES
ACT, OR (4) TO AN INSTITUTIONAL ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(a)(1), (2), (3)
OR (7) OF REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QIB, AND (B) IN EACH CASE IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER
APPLICABLE JURISDICTION.



THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON
THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY
RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
(“ERISA”) OR TO THE PROHIBITED TRANSACTION PROVISIONS OF SECTION 4975 OF THE INTERNAL REVENUE CODE
OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA)
THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE
FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY
SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON
IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS
EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS
EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION,
HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR
DISPOSITION OF THIS CERTIFICATE BY ANY GOVERNMENTAL PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION,
HOLDING AND DISPOSITION BY SUCH GOVERNMENTAL PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A
NON-EXEMPT VIOLATION OF SIMILAR LAW.



THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER CLASSES OF CERTIFICATES OF
THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.



THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS
THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE
OF 1986, AS AMENDED.







A-13-2









 








CFCRE COMMERCIAL MORTGAGE TRUST 2011-C2

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2011-C2, CLASS G




	 	 	 
	Pass-Through Rate: The lesser of [____]% and
the WAC Rate
	 	 
	 
	 	 
	First Distribution Date: January 17, 2012

	 	Cut-Off Date: With
respect to each mortgage
loan, the due date in
December 2011 for that
mortgage loan.
	 
	 	 
	Aggregate Initial Certificate Principal Amount
of the Class G Certificates: $9,676,000

	 	Expected Final
Distribution Date: the
Distribution Date in
December 2021
	 
	 	 
	CUSIP: [12527DAJ9]1

             [U1578QAJ8]2

	 	Initial Certificate Principal
Amount of this Certificate:
$[__________]
	             [__________]3

	 	
	 
	 	 
	ISIN: [US12527DAJ90]4

           [USU1578QAJ86]5

           [__________]6
	 	 
	 
	 	 
	No.: 1
	 	 






     This certifies that Cede & Co. is the registered owner of a beneficial ownership interest in a
Trust Fund, including the distributions to be made with respect to the Class G Certificates. The
Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by
first liens on commercial, multifamily and manufactured housing community properties and held in
trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created, and the
Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined
below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms,
provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. Also issued
under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class
A-J, Class X-A, Class X-B, Class B, Class C, Class D, Class E, Class F, Class NR, Class S and Class
R Certificates (together with the Class G Certificates, the “Certificates”; the Holders of
Certificates issued under the Pooling and Servicing Agreement are collectively referred to herein
as “Certificateholders”).



     This Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and
Servicing Agreement dated as of December 11, 2011 (the “Pooling and Servicing
Agreement”), and executed in connection with the





 




			
	1	 	For Rule 144A Certificates
	 
	2	 	For Regulation S Certificates
	 
	3	 	For Definitive Certificates
	 
	4	 	For Rule 144A Certificates
	 
	5	 	For Regulation S Certificates
	 
	6	 	For Definitive Certificates




A-13-3









 









CFCRE Commercial Mortgage Trust 2011-C2 Commercial Mortgage Pass-Through Certificates, Series
2011-C2. To the extent not defined herein, capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.




     The Certificate Administrator makes no representation or warranty as to any of the statements
contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans and has
executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.



     Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator
will distribute (other than the final distribution on any Certificate), on the 4th Business Day
following the Determination Date of each month, commencing in January 2012 (each such date, a
“Distribution Date”), to the Person in whose name this Certificate is registered as of the
related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of principal and
interest then distributable, if any, allocable to the Class G Certificates for such Distribution
Date, all as more fully described in the Pooling and Servicing Agreement.



     Interest accrued on this Certificate during an Interest Accrual Period, plus the aggregate
unpaid Interest Shortfall with respect to this Certificate, if any, will be payable on the related
Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class G
Certificates is the calendar month preceding the month in which such Distribution Date occurs and
is assumed to consist of 30 days.



     All distributions (other than the final distribution on any Certificate) will be made by the
Certificate Administrator to the persons in whose names the Certificates are registered at the
close of business on each Record Date, which will be the close of business on the last day of the
month immediately preceding the month in which such Distribution Date occurs, or if such day is not
a Business Day, the immediately preceding Business Day. Distributions are required to be made (a)
by wire transfer of immediately available funds to the account of such Certificateholder at a bank
or other entity located in the United States and having appropriate facilities therefor, if such
Certificateholder provides the Certificate Administrator with wiring instructions no less than five
Business Days prior to the related Record Date, or otherwise (b) by check mailed to such
Certificateholder. The final distribution on each Certificate shall be made in like manner, but
only upon presentment and surrender of such Certificate at the office of the Certificate
Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as
such agent) that is specified in the notice to Certificateholders of such final distribution.



     Any funds not distributed on the Termination Date because of the failure of any
Certificateholders to tender their Certificates shall be set aside and held in trust for the
account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall
terminate. If any Certificates as to which notice of the Termination Date has been given pursuant
to Section 9.01 of the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the Certificate
Administrator shall mail a second notice to the remaining Certificateholders, at their last
addresses shown in the Certificate Register, to surrender their Certificates for cancellation in
order to receive, from such funds held, the final distribution with respect thereto. If within one
year after the second notice any Certificate shall not have been surrendered for cancellation, the
Certificate Administrator may, directly or through an agent, take appropriate steps to contact the
remaining Certificateholders concerning surrender of their Certificates. The costs and expenses of
maintaining such funds and of contacting Certificateholders shall be paid out of the assets which
remain held. If within two years after the second notice any Certificates shall not have been
surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders all
amounts distributable to the Holders thereof. No interest shall accrue or be payable to any
Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling
and Servicing Agreement.



     This Certificate is limited in right of payment to, among other things, certain collections
and recoveries in respect of the Mortgage Loans, as more specifically set forth herein and in the
Pooling and Servicing Agreement.



     As provided in the Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage
Loans as from time to time are subject to the Pooling and Servicing Agreement, together with the
Mortgage Files relating thereto;



A-13-4









 




(ii) all scheduled or unscheduled payments on or collections in respect of the Mortgage Loans
due after the Cut-Off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due Date
in the month of the substitution); (iii) any REO Property (to the extent of the Trust Fund’s
interest therein); (iv) all revenues received in respect of any REO Property (to the extent of the
Trust Fund’s interest therein); (v) the Master Servicer’s and the Trustee’s rights under the
insurance policies with respect to the Mortgage Loans required to be maintained pursuant to the
Pooling and Servicing Agreement and any proceeds thereof (to the extent of the Trust Fund’s
interest therein); (vi) the Trustee’s rights in any Assignments of Leases, Rents and Profits and
any security agreements (to the extent of the Trust Fund’s interest therein); (vii) any indemnities
or guaranties given as additional security for any Mortgage Loan (to the extent of the Trust Fund’s
interest therein); (viii) all of the Trustee’s and the Certificate Administrator’s rights in the
Escrow Accounts and Lock-Box Accounts (to the extent of the Trust Fund’s interest therein) and all
proceeds of the Mortgage Loans deposited in a Split-Loan Custodial Account, the Collection Account,
any Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve
Account and any REO Account, including reinvestment income thereon; (ix) the Trust’s rights in any
environmental indemnity agreements relating to the Mortgaged Properties and the Trust’s rights
under each Intercreditor Agreement (to the extent of the Trust Fund’s interest therein; (x) all of
the equity interests in limited liability companies or limited partnerships owned by the Trust to
which Defaulted Mortgage Loans or REO Properties have been transferred (in each case with respect
to any Split-Loan, subject to the rights of any related Companion Loan Holder to the extent set
forth in the related Intercreditor Agreement); and (xi) the Lower-Tier Regular Interests.




     This Certificate does not purport to summarize the Pooling and Servicing Agreement, and
reference is made to the Pooling and Servicing Agreement for the interests, rights, benefits,
obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.



     As provided in the Pooling and Servicing Agreement, subject to certain restrictions on
transfer set forth therein, upon surrender for registration of transfer of any Certificate, the
Certificate Registrar shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like
aggregate interest and of the same Class.



     Prior to due presentation of this Certificate for registration of transfer, the Trustee, the
Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the
Certificate Registrar, and any agent of the Trustee, the Master Servicer, the Special Servicer, the
Operating Advisor, the Certificate Administrator or the Certificate Registrar may treat the Person
in whose name any Certificate is registered as the owner of such Certificate for the purpose of
receiving distributions as provided in the Pooling and Servicing Agreement and for all other
purposes whatsoever, and neither the Trustee, the Master Servicer, the Special Servicer, the
Operating Advisor, the Certificate Administrator, the Certificate Registrar, nor any agent of the
Trustee, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate
Administrator or the Certificate Registrar shall be affected by any notice to the contrary;
provided, however, that to the extent that a party to the Pooling and Servicing
Agreement responsible for distributing any report, statement or other information required to be
distributed to Certificateholders has been provided an Investor Certification, such party to the
Pooling and Servicing Agreement shall distribute such report, statement or other information to
such Beneficial Owner (or prospective transferee).



     The Pooling and Servicing Agreement or any Custodial Agreement may be amended from time to
time by the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the
Certificate Administrator and the Trustee, without the consent of any of the Certificateholders,
or, as applicable, any Companion Loan Holder, as set forth in Section 11.07 of the Pooling
and Servicing Agreement. The Pooling and Servicing Agreement or any Custodial Agreement may also
be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the
Operating Advisor, the Certificate Administrator and the Trustee with the consent of the Holders of
Certificates representing not less than 66-2/3% of the Percentage Interests of each Class of
Certificates affected by the amendment for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of
modifying in any manner the rights of the Certificateholders, subject to the exceptions set forth
in such Section 11.07.



     The Holders of the Controlling Class representing greater than 50% Percentage Interest of the
Controlling Class may effect an early termination of the Trust Fund, upon not less than 30 days’
prior notice given to the Depositor, the Trustee, the Certificate Administrator, the Operating
Advisor, each Companion Loan Holder, the Special Servicer and Master Servicer any time on or after
the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on
such date all, but not less than all, of the Mortgage Loans then included in the




A-13-5











 




Trust Fund, and all property acquired by the Trust Fund in respect of any Mortgage Loan, at a
purchase price, payable in cash, calculated in accordance with Section 9.01(c) of the
Pooling and Servicing Agreement.




     The Holders of the Controlling Class representing greater than 50% of the Certificate
Principal Amount of the Controlling Class, or if such Holders do not, the Special Servicer, or if
neither such Holders nor the Special Servicer do, the Master Servicer or, if neither such Holders
nor the Special Servicer nor the Master Servicer does, any Holder of a Class R Certificate
representing greater than a 50% Percentage Interest in such Class, may also effect such termination
as provided above if such party first notifies the Controlling Class Representative and each
Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R
Certificate, notifies the Certificate Administrator (who shall notify each of the Controlling Class
Representative, each Certifying Certificateholder and the Master Servicer) of its intention to do
so in writing within 30 days following the Early Termination Notice Date. All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in
connection with the purchase of the Mortgage Loans and other assets of the Trust Fund pursuant to
Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the party
exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely
conclusively on any determination made by an Appraiser pursuant to Section 9.01(c) of the
Pooling and Servicing Agreement.



     The respective obligations and responsibilities of the Master Servicer, the Special Servicer,
the Depositor, the Operating Advisor, the Certificate Administrator and the Trustee created hereby
with respect to the Certificates (other than the obligation to make certain payments and to send
certain notices to Certificateholders as hereinafter set forth) and any related Companion Loan
shall terminate immediately following the earlier to occur of (i) the purchase by the Holders of
the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R
Certificates of all the Mortgage Loans and REO Property then included in the Trust Fund pursuant to
Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the Remaining
Certificateholder pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and
(iii) the final payment or other liquidation (or any advance with respect thereto) of the last
Mortgage Loan contained in the Trust Fund; provided, however, that in no event
shall the trust created thereby continue beyond the expiration of twenty-one years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United
States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All such
payments as contemplated by the preceding paragraph shall be deposited into the Collection Account
by the Master Servicer or Special Servicer, as applicable promptly following receipt thereof.



     Unless the Certificate of Authentication on this Certificate has been executed by the
Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature, this
Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be
valid for any purpose.



     THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE
ARISING UNDER OR RELATED TO THIS CERTIFICATE OR THE POOLING AND SERVICING AGREEMENT, THE
RELATIONSHIP OF THE PARTIES TO THE POOLING AND SERVICING AGREEMENT, AND/OR THE INTERPRETATION AND
ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES TO THE POOLING AND SERVICING AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW
YORK, WITHOUT REGARD TO THE CHOICE OF LAW RULES THEREOF. THE PARTIES HERETO INTEND THAT THE
PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT.



A-13-6









 





     IN WITNESS WHEREOF, the Certificate Administrator has caused this Class G Certificate to be
duly executed.



	 	 	 	 	 
	 	CITIBANK, N.A.,

not in its individual capacity but solely as

Certificate Administrator

 	 
	 	By:  	 	 
	 	 	Authorized Signatory 	 
	 	 	 	 
	 


Dated: ______________




CERTIFICATE OF AUTHENTICATION





     This is one of the Class G Certificates referred to in the Pooling and Servicing Agreement.


Dated: ______________




	 	 	 	 	 
	 	CITIBANK, N.A.,

not in its individual capacity but solely

as Authenticating Agent

 	 
	 	By:  	 	 
	 	 	Authorized Signatory 	 
	 	 	 	 



A-13-7









 






	 	 	 	 	 



ASSIGNMENT





     FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and
transfer(s) unto ______________________ ____________________ (please print or typewrite name(s) and
address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire
Percentage Interest represented by the within Class G Certificate and hereby authorize(s) the
registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust
Fund.



     I (we) further direct the Certificate Registrar to issue a new Class G Certificate of the
entire Percentage Interest represented by the within Class G Certificates to the above-named
Assignee(s) and to deliver such Class G Certificate to the following address:


Date: _________________




	 	 	 	 	 
	 	  	 	 
	 	 	Signature by or on behalf of Assignor(s) 	 
	 	 	 
	 	  	 	 
	 	 	Taxpayer Identification Number 	 
	 	 	 	 



A-13-8









 






DISTRIBUTION INSTRUCTIONS





     The Assignee(s) should include the following for purposes of distribution:



     Address of the Assignee(s) for the purpose of receiving notices and distributions: ______________________________________________



 




Distributions, if being made by wire transfer in immediately available funds to
__________________________ for the account of __________________________ account number
___________________________.
This information is provided by ____________________, the Assignee(s) named above or
__________________________ as its (their) agent.


	 	 	 	 	 
	 
	 	By:  	
 	 
	 	 	[Please print or type name(s)] 	 
	 	 	 	 
	 	  	
 	 
	 	 	Title 	 
	 	 	 	 
	 	  	
 	 
	 	 	Taxpayer Identification Number 	 
	 	 	 	 
	 




A-13-9











 





EXHIBIT A-14




CFCRE COMMERCIAL MORTGAGE TRUST 2011-C2

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2011-C2, CLASS NR


[THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER
THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY
REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT
AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.



NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE
PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED
PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1



[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER,
EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE
& CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2



[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO
NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL
INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.]3



THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSOR, THE
MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING
ADVISOR, THE INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES
NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.



PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS CERTIFICATE
AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW.



THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY
PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE






 




			
	1	 	Temporary Regulation S Global Certificate
legend.
	 
	2	 	Legend required as long as DTC is the
Depository under the Pooling and Servicing Agreement.
	 
	3	 	Global Certificate legend.




A-14-1









 









MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER
THE SECURITIES ACT TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL
BUYER, WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT (A “QIB”), OR IS PURCHASING FOR THE
ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER
TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A UNDER THE SECURITIES ACT, (2) PURSUANT TO AN
EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (3) IN AN
OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES
ACT, OR (4) TO AN INSTITUTIONAL ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(a)(1), (2), (3)
OR (7) OF REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QIB, AND (B) IN EACH CASE IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER
APPLICABLE JURISDICTION.



THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON
THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY
RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
(“ERISA”) OR TO THE PROHIBITED TRANSACTION PROVISIONS OF SECTION 4975 OF THE INTERNAL REVENUE CODE
OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA)
THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE
FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY
SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON
IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS
EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS
EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION,
HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR
DISPOSITION OF THIS CERTIFICATE BY ANY GOVERNMENTAL PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION,
HOLDING AND DISPOSITION BY SUCH GOVERNMENTAL PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A
NON-EXEMPT VIOLATION OF SIMILAR LAW.



THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER CLASSES OF CERTIFICATES OF
THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.



THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS
THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE
OF 1986, AS AMENDED.







A-14-2









 








CFCRE COMMERCIAL MORTGAGE TRUST 2011-C2

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2011-C2, CLASS NR




	 	 	 

	Pass-Through Rate: The lesser of
[____]% and
the WAC Rate
	 	 
	 
	 	 
	First Distribution Date: January 17, 2012

	 	Cut-Off Date: With
respect to each mortgage
loan, the due date in
December 2011 for that
mortgage loan.
	 
	 	 
	Aggregate Initial Certificate Principal Amount
of the Class NR Certificates: $27,093,416

	 	Expected Final
Distribution Date: the
Distribution Date in
December 2021
	 
	 	 
	CUSIP: [12527DAK6]1

	 	Initial Certificate Principal Amount of this Certificate: $[__________]
	[U1578QAK5]2

	 	 
	[__________]3

	 	 
	 
	 	 
	ISIN: [US12527DAK63]4
	 	 
	[USU1578QAK59]5
	 	 
	[__________]6
	 	 





No.: 1




     This certifies that Cede & Co. is the registered owner of a beneficial ownership interest in a
Trust Fund, including the distributions to be made with respect to the Class NR Certificates. The
Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by
first liens on commercial, multifamily and manufactured housing community properties and held in
trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created, and the
Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined
below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms,
provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. Also issued
under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class
A-J, Class X-A, Class X-B, Class B, Class C, Class D, Class E, Class F, Class G, Class S and Class
R Certificates (together with the Class NR Certificates, the “Certificates”; the Holders of
Certificates issued under the Pooling and Servicing Agreement are collectively referred to herein
as “Certificateholders”).



     This Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and
Servicing Agreement dated as of December 11, 2011 (the “Pooling and Servicing
Agreement”), and executed in connection with the





 




			
	1	 	For Rule 144A Certificates
	 
	2	 	For Regulation S Certificates
	 
	3	 	For Definitive Certificates
	 
	4	 	For Rule 144A Certificates
	 
	5	 	For Regulation S Certificates
	 
	6	 	For Definitive Certificates




A-14-3









 









CFCRE Commercial Mortgage Trust 2011-C2 Commercial Mortgage Pass-Through Certificates, Series
2011-C2. To the extent not defined herein, capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.




     The Certificate Administrator makes no representation or warranty as to any of the statements
contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans and has
executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.



     Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator
will distribute (other than the final distribution on any Certificate), on the 4th Business Day
following the Determination Date of each month, commencing in January 2012 (each such date, a
“Distribution Date”), to the Person in whose name this Certificate is registered as of the
related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of principal and
interest then distributable, if any, allocable to the Class NR Certificates for such Distribution
Date, all as more fully described in the Pooling and Servicing Agreement.



     Interest accrued on this Certificate during an Interest Accrual Period, plus the aggregate
unpaid Interest Shortfall with respect to this Certificate, if any, will be payable on the related
Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class NR
Certificates is the calendar month preceding the month in which such Distribution Date occurs and
is assumed to consist of 30 days.



     All distributions (other than the final distribution on any Certificate) will be made by the
Certificate Administrator to the persons in whose names the Certificates are registered at the
close of business on each Record Date, which will be the close of business on the last day of the
month immediately preceding the month in which such Distribution Date occurs, or if such day is not
a Business Day, the immediately preceding Business Day. Distributions are required to be made (a)
by wire transfer of immediately available funds to the account of such Certificateholder at a bank
or other entity located in the United States and having appropriate facilities therefor, if such
Certificateholder provides the Certificate Administrator with wiring instructions no less than five
Business Days prior to the related Record Date, or otherwise (b) by check mailed to such
Certificateholder. The final distribution on each Certificate shall be made in like manner, but
only upon presentment and surrender of such Certificate at the office of the Certificate
Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as
such agent) that is specified in the notice to Certificateholders of such final distribution.



     Any funds not distributed on the Termination Date because of the failure of any
Certificateholders to tender their Certificates shall be set aside and held in trust for the
account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall
terminate. If any Certificates as to which notice of the Termination Date has been given pursuant
to Section 9.01 of the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the Certificate
Administrator shall mail a second notice to the remaining Certificateholders, at their last
addresses shown in the Certificate Register, to surrender their Certificates for cancellation in
order to receive, from such funds held, the final distribution with respect thereto. If within one
year after the second notice any Certificate shall not have been surrendered for cancellation, the
Certificate Administrator may, directly or through an agent, take appropriate steps to contact the
remaining Certificateholders concerning surrender of their Certificates. The costs and expenses of
maintaining such funds and of contacting Certificateholders shall be paid out of the assets which
remain held. If within two years after the second notice any Certificates shall not have been
surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders all
amounts distributable to the Holders thereof. No interest shall accrue or be payable to any
Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling
and Servicing Agreement.



     This Certificate is limited in right of payment to, among other things, certain collections
and recoveries in respect of the Mortgage Loans, as more specifically set forth herein and in the
Pooling and Servicing Agreement.



     As provided in the Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage
Loans as from time to time are subject to the Pooling and Servicing Agreement, together with the
Mortgage Files relating thereto;



A-14-4









 




(ii) all scheduled or unscheduled payments on or collections in respect of the Mortgage Loans
due after the Cut-Off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due Date
in the month of the substitution); (iii) any REO Property (to the extent of the Trust Fund’s
interest therein); (iv) all revenues received in respect of any REO Property (to the extent of the
Trust Fund’s interest therein); (v) the Master Servicer’s and the Trustee’s rights under the
insurance policies with respect to the Mortgage Loans required to be maintained pursuant to the
Pooling and Servicing Agreement and any proceeds thereof (to the extent of the Trust Fund’s
interest therein); (vi) the Trustee’s rights in any Assignments of Leases, Rents and Profits and
any security agreements (to the extent of the Trust Fund’s interest therein); (vii) any indemnities
or guaranties given as additional security for any Mortgage Loan (to the extent of the Trust Fund’s
interest therein); (viii) all of the Trustee’s and the Certificate Administrator’s rights in the
Escrow Accounts and Lock-Box Accounts (to the extent of the Trust Fund’s interest therein) and all
proceeds of the Mortgage Loans deposited in a Split-Loan Custodial Account, the Collection Account,
any Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve
Account and any REO Account, including reinvestment income thereon; (ix) the Trust’s rights in any
environmental indemnity agreements relating to the Mortgaged Properties and the Trust’s rights
under each Intercreditor Agreement (to the extent of the Trust Fund’s interest therein); (x) all of
the equity interests in limited liability companies or limited partnerships owned by the Trust to
which Defaulted Mortgage Loans or REO Properties have been transferred (in each case with respect
to any Split-Loan, subject to the rights of any related Companion Loan Holder to the extent set
forth in the related Intercreditor Agreement); and (xi) the Lower-Tier Regular Interests.




     This Certificate does not purport to summarize the Pooling and Servicing Agreement, and
reference is made to the Pooling and Servicing Agreement for the interests, rights, benefits,
obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.



     As provided in the Pooling and Servicing Agreement, subject to certain restrictions on
transfer set forth therein, upon surrender for registration of transfer of any Certificate, the
Certificate Registrar shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like
aggregate interest and of the same Class.



     Prior to due presentation of this Certificate for registration of transfer, the Trustee, the
Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the
Certificate Registrar, and any agent of the Trustee, the Master Servicer, the Special Servicer, the
Operating Advisor, the Certificate Administrator or the Certificate Registrar may treat the Person
in whose name any Certificate is registered as the owner of such Certificate for the purpose of
receiving distributions as provided in the Pooling and Servicing Agreement and for all other
purposes whatsoever, and neither the Trustee, the Master Servicer, the Special Servicer, the
Operating Advisor, the Certificate Administrator, the Certificate Registrar, nor any agent of the
Trustee, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate
Administrator or the Certificate Registrar shall be affected by any notice to the contrary;
provided, however, that to the extent that a party to the Pooling and Servicing
Agreement responsible for distributing any report, statement or other information required to be
distributed to Certificateholders has been provided an Investor Certification, such party to the
Pooling and Servicing Agreement shall distribute such report, statement or other information to
such Beneficial Owner (or prospective transferee).



     The Pooling and Servicing Agreement or any Custodial Agreement may be amended from time to
time by the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the
Certificate Administrator and the Trustee, without the consent of any of the Certificateholders,
or, as applicable, any Companion Loan Holder, as set forth in Section 11.07 of the Pooling
and Servicing Agreement. The Pooling and Servicing Agreement or any Custodial Agreement may also
be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the
Operating Advisor, the Certificate Administrator and the Trustee with the consent of the Holders of
Certificates representing not less than 66-2/3% of the Percentage Interests of each Class of
Certificates affected by the amendment for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of
modifying in any manner the rights of the Certificateholders, subject to the exceptions set forth
in such Section 11.07.



     The Holders of the Controlling Class representing greater than 50% Percentage Interest of the
Controlling Class may effect an early termination of the Trust Fund, upon not less than 30 days’
prior notice given to the Depositor, the Trustee, the Certificate Administrator, the Operating
Advisor, each Companion Loan Holder, the Special Servicer and Master Servicer any time on or after
the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on
such date all, but not less than all, of the Mortgage Loans then included in the



A-14-5









 




Trust Fund, and all property acquired by the Trust Fund in respect of any Mortgage Loan, at a
purchase price, payable in cash, calculated in accordance with Section 9.01(c) of the
Pooling and Servicing Agreement.




     The Holders of the Controlling Class representing greater than 50% of the Certificate
Principal Amount of the Controlling Class, or if such Holders do not, the Special Servicer, or if
neither such Holders nor the Special Servicer do, the Master Servicer or, if neither such Holders
nor the Special Servicer nor the Master Servicer does, any Holder of a Class R Certificate
representing greater than a 50% Percentage Interest in such Class, may also effect such termination
as provided above if such party first notifies the Controlling Class Representative and each
Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R
Certificate, notifies the Certificate Administrator (who shall notify each of the Controlling Class
Representative, each Certifying Certificateholder and the Master Servicer) of its intention to do
so in writing within 30 days following the Early Termination Notice Date. All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in
connection with the purchase of the Mortgage Loans and other assets of the Trust Fund pursuant to
Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the party
exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely
conclusively on any determination made by an Appraiser pursuant to Section 9.01(c) of the
Pooling and Servicing Agreement.



     The respective obligations and responsibilities of the Master Servicer, the Special Servicer,
the Depositor, the Operating Advisor, the Certificate Administrator and the Trustee created hereby
with respect to the Certificates (other than the obligation to make certain payments and to send
certain notices to Certificateholders as hereinafter set forth) and any related Companion Loan
shall terminate immediately following the earlier to occur of (i) the purchase by the Holders of
the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R
Certificates of all the Mortgage Loans and REO Property then included in the Trust Fund pursuant to
Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the Remaining
Certificateholder pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and
(iii) the final payment or other liquidation (or any advance with respect thereto) of the last
Mortgage Loan contained in the Trust Fund; provided, however, that in no event
shall the trust created thereby continue beyond the expiration of twenty-one years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United
States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All such
payments as contemplated by the preceding paragraph shall be deposited into the Collection Account
by the Master Servicer or Special Servicer, as applicable promptly following receipt thereof.



     Unless the Certificate of Authentication on this Certificate has been executed by the
Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature, this
Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be
valid for any purpose.



     THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE
ARISING UNDER OR RELATED TO THIS CERTIFICATE OR THE POOLING AND SERVICING AGREEMENT, THE
RELATIONSHIP OF THE PARTIES TO THE POOLING AND SERVICING AGREEMENT, AND/OR THE INTERPRETATION AND
ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES TO THE POOLING AND SERVICING AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW
YORK, WITHOUT REGARD TO THE CHOICE OF LAW RULES THEREOF. THE PARTIES HERETO INTEND THAT THE
PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT.



A-14-6









 





     IN WITNESS WHEREOF, the Certificate Administrator has caused this Class NR Certificate to be
duly executed.



	 	 	 	 	 
	 	CITIBANK, N.A.,

not in its individual capacity but solely as

Certificate Administrator

 	 
	 	By:  	 	 
	 	 	Authorized Signatory 	 
	 	 	 	 
	 


Dated: ______________




CERTIFICATE OF AUTHENTICATION





     This is one of the Class NR Certificates referred to in the Pooling and Servicing Agreement.


Dated: ______________




	 	 	 	 	 
	 	CITIBANK, N.A.,

not in its individual capacity but solely

as Authenticating Agent

 	 
	 	By:  	 	 
	 	 	Authorized Signatory 	 
	 	 	 	 



A-14-7









 






	 	 	 	 	 



ASSIGNMENT





     FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and
transfer(s) unto ______________________ ____________________ (please print or typewrite name(s) and
address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire
Percentage Interest represented by the within Class NR Certificate and hereby authorize(s) the
registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust
Fund.



     I (we) further direct the Certificate Registrar to issue a new Class NR Certificate of the
entire Percentage Interest represented by the within Class NR Certificates to the above-named
Assignee(s) and to deliver such Class NR Certificate to the following address:


Date: _________________




	 	 	 	 	 
	 	 	 
	 	
 	 
	 	Signature by or on behalf of Assignor(s) 	 



	 	 	 	 	 
	 	
 	 
	 	Taxpayer Identification Number 	 
	 	 	 



A-14-8









 





DISTRIBUTION INSTRUCTIONS





     The Assignee(s) should include the following for purposes of distribution:



     Address of the Assignee(s) for the purpose of receiving notices and distributions: ______________________________________________



 




Distributions, if being made by wire transfer in immediately available funds to
__________________________ for the account of __________________________ account number
___________________________.
This information is provided by ____________________, the Assignee(s) named above or
__________________________ as its (their) agent.



	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	[Please print or type name(s)] 	 
	 	 	 
	 	  	
 	 
	 	 	Title 	 
	 	 	 
	 	  	
 	 
	 	 	Taxpayer Identification Number 	 
	 	 	 	 





A-14-9









 








EXHIBIT A-15




CFCRE COMMERCIAL MORTGAGE TRUST 2011-C2

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2011-C2, CLASS S


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE MASTER
SERVICER, THE SPECIAL SERVICER, THE OPERATING ADVISOR, THE CERTIFICATE ADMINISTRATOR, THE TRUSTEE,
THE INITIAL PURCHASERS, THE SPONSOR OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY
OR INSTRUMENTALITY.



THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY
PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR
OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT TO A PERSON THAT
THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, WITHIN THE MEANING OF RULE 144A
UNDER THE SECURITIES ACT (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER
HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE
144A UNDER THE SECURITIES ACT, OR (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE
144 UNDER THE SECURITIES ACT (IF AVAILABLE), AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.



THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON
THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY
RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
(“ERISA”), OR TO THE PROHIBITED TRANSACTION PROVISIONS OF SECTION 4975 OF THE INTERNAL REVENUE CODE
OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA)
THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE
FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY
SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE.








A-15-1









 








CFCRE COMMERCIAL MORTGAGE TRUST 2011-C2

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2011-C2, CLASS S




	 
	Percentage Interest: 100%

	 

	Cut-Off Date: With respect to each mortgage loan, the due date in December
2011 for that mortgage loan.

	 

	CUSIP: [_______]

	 

	ISIN: [_______]

	 

	No.: 1







     This certifies that LNR Securities Holdings, LLC is the registered owner of an interest in a
Trust Fund, including the distributions to be made with respect to the Class S Certificates. The
Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by
first liens on commercial, multifamily and manufactured housing community properties and held in
trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created, and the
Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined
below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms,
provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. Also issued
under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class
A-J, Class X-A, Class X-B, Class B, Class C, Class D, Class E, Class F, Class G, Class NR and Class
R Certificates (together with the Class S Certificates, the “Certificates”; the Holders of
Certificates are collectively referred to herein as “Certificateholders”).



     This Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and
Servicing Agreement dated as of December 11, 2011 (the “Pooling and Servicing
Agreement”), and executed in connection with the CFCRE Commercial Mortgage Trust 2011-C2
Commercial Mortgage Pass-Through Certificates, Series 2011-C2. To the extent not defined herein,
capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing
Agreement.



     This Certificate represents a beneficial ownership of Excess Interest and the Excess Interest
Distribution Account. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and
take no action inconsistent with the treatment of, this Certificate in accordance with the
preceding sentence for purposes of federal income taxes, state and local income and franchise taxes
and other taxes imposed on or measured by income.



     The Certificate Administrator makes no representation or warranty as to any of the statements
contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans and has
executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.



     Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator
will distribute (other than the final distribution on any Certificate), on the 4th Business Day
following the Determination Date of each month, commencing in January 2012 (each such date, a
“Distribution Date”), to the Person in whose name this Certificate is registered as of the
related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of the aggregate amount, if any, allocable to the Class S
Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing
Agreement.



     All distributions (other than the final distribution on any Certificate) will be made by the
Certificate Administrator to the persons in whose names the Certificates are registered at the
close of business on each Record Date, which will be the close of business on the last day of the
month immediately preceding the month in which



A-15-2









 




such Distribution Date occurs, or if such day is not a Business Day, the immediately preceding
Business Day. Distributions are required to be made (a) by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity located in the United
States and having appropriate facilities therefor, if such Certificateholder provides the
Certificate Administrator with wiring instructions no less than five Business Days prior to the
related Record Date, or otherwise (b) by check mailed to such Certificateholder. The final
distribution on each Certificate shall be made in like manner, but only upon presentment and
surrender of such Certificate at the office of the Certificate Administrator or its agent (which
may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified in the
notice to Certificateholders of such final distribution.




     Any funds not distributed on the Termination Date because of the failure of any
Certificateholders to tender their Certificates shall be set aside and held in trust for the
account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall
terminate. If any Certificates as to which notice of the Termination Date has been given pursuant
to Section 9.01 of the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the Certificate
Administrator shall mail a second notice to the remaining Certificateholders, at their last
addresses shown in the Certificate Register, to surrender their Certificates for cancellation in
order to receive, from such funds held, the final distribution with respect thereto. If within one
year after the second notice any Certificate shall not have been surrendered for cancellation, the
Certificate Administrator may, directly or through an agent, take appropriate steps to contact the
remaining Certificateholders concerning surrender of their Certificates. The costs and expenses of
maintaining such funds and of contacting Certificateholders shall be paid out of the assets which
remain held. If within two years after the second notice any Certificates shall not have been
surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders all
amounts distributable to the Holders thereof. No interest shall accrue or be payable to any
Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling
and Servicing Agreement.



     This Certificate is limited in right of payment to, among other things, certain collections
and recoveries in respect of the Mortgage Loans, as more specifically set forth herein and in the
Pooling and Servicing Agreement.



     As provided in the Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage
Loans as from time to time are subject to the Pooling and Servicing Agreement, together with the
Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections in
respect of the Mortgage Loans due after the Cut-Off Date (or with respect to a Qualified Substitute
Mortgage Loan, the Due Date in the month of the substitution); (iii) any REO Property (to the
extent of the Trust Fund’s interest therein); (iv) all revenues received in respect of any REO
Property (to the extent of the Trust Fund’s interest therein); (v) the Master Servicer’s and the
Trustee’s rights under the insurance policies with respect to the Mortgage Loans required to be
maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof (to the extent
of the Trust Fund’s interest therein); (vi) the Trustee’s rights in any Assignments of Leases,
Rents and Profits and any security agreements (to the extent of the Trust Fund’s interest therein);
(vii) any indemnities or guaranties given as additional security for any Mortgage Loan (to the
extent of the Trust Fund’s interest therein); (viii) all of the Trustee’s and the Certificate
Administrator’s rights in the Escrow Accounts and Lock-Box Accounts (to the extent of the Trust
Fund’s interest therein) and all proceeds of the Mortgage Loans deposited in a Split-Loan Custodial
Account, the Collection Account, any Distribution Account, the Interest Reserve Account, the Excess
Liquidation Proceeds Reserve Account and any REO Account, including reinvestment income thereon;
(ix) the Trust’s rights in any environmental indemnity agreements relating to the Mortgaged
Properties and the Trust’s rights under each Intercreditor Agreement (to the extent of the Trust
Fund’s interest therein); (x) all of the equity interests in limited liability companies or limited
partnerships owned by the Trust to which Defaulted Mortgage Loans or REO Properties have been
transferred (in each case with respect to any Split-Loan, subject to the rights of any related
Companion Loan Holder to the extent set forth in the related Intercreditor Agreement); and (xi) the
Lower-Tier Regular Interests.



     This Certificate does not purport to summarize the Pooling and Servicing Agreement, and
reference is made to the Pooling and Servicing Agreement for the interests, rights, benefits,
obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.



     As provided in the Pooling and Servicing Agreement, subject to certain restrictions on
transfer set forth therein, upon surrender for registration of transfer of any Certificate, the
Certificate Registrar shall execute, authenticate and



A-15-3









 




deliver, in the name of the designated transferee or transferees, one or more new Certificates
in authorized denominations, in like aggregate interest and of the same Class.




     Prior to due presentation of this Certificate for registration of transfer, the Trustee, the
Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the
Certificate Registrar, and any agent of the Trustee, the Master Servicer, the Special Servicer, the
Operating Advisor, the Certificate Administrator or the Certificate Registrar may treat the Person
in whose name any Certificate is registered as the owner of such Certificate for the purpose of
receiving distributions as provided in the Pooling and Servicing Agreement and for all other
purposes whatsoever, and neither the Trustee, the Master Servicer, the Special Servicer, the
Operating Advisor, the Certificate Administrator, the Certificate Registrar, nor any agent of the
Trustee, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate
Administrator or the Certificate Registrar shall be affected by any notice to the contrary;
provided, however, that to the extent that a party to the Pooling and Servicing
Agreement responsible for distributing any report, statement or other information required to be
distributed to Certificateholders has been provided an Investor Certification, such party to the
Pooling and Servicing Agreement shall distribute such report, statement or other information to
such Beneficial Owner (or prospective transferee).



     The Pooling and Servicing Agreement or any Custodial Agreement may be amended from time to
time by the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the
Certificate Administrator and the Trustee, without the consent of any of the Certificateholders,
or, as applicable, any Companion Loan Holder, as set forth in Section 11.07 of the Pooling
and Servicing Agreement. The Pooling and Servicing Agreement or any Custodial Agreement may also
be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the
Operating Advisor, the Certificate Administrator and the Trustee with the consent of the Holders of
Certificates representing not less than 66-2/3% of the Percentage Interests of each Class of
Certificates affected by the amendment for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of
modifying in any manner the rights of the Certificateholders, subject to the exceptions set forth
in such Section 11.07.



     The Holders of the Controlling Class representing greater than 50% Percentage Interest of the
Controlling Class may effect an early termination of the Trust Fund, upon not less than 30 days’
prior notice given to the Depositor, the Trustee, the Certificate Administrator, the Operating
Advisor, each Companion Loan Holder, the Special Servicer and Master Servicer any time on or after
the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on
such date all, but not less than all, of the Mortgage Loans then included in the Trust Fund, and
all property acquired by the Trust Fund in respect of any Mortgage Loan, at a purchase price,
payable in cash, calculated in accordance with Section 9.01(c) of the Pooling and Servicing
Agreement.



     The Holders of the Controlling Class representing greater than 50% of the Certificate
Principal Amount of the Controlling Class, or if such Holders do not, the Special Servicer, or if
neither such Holders nor the Special Servicer do, the Master Servicer or, if neither such Holders
nor the Special Servicer nor the Master Servicer does, any Holder of a Class R Certificate
representing greater than a 50% Percentage Interest in such Class, may also effect such termination
as provided above if such party first notifies the Controlling Class Representative and each
Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R
Certificate, notifies the Certificate Administrator (who shall notify each of the Controlling Class
Representative, each Certifying Certificateholder and the Master Servicer) of its intention to do
so in writing within 30 days following the Early Termination Notice Date. All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in
connection with the purchase of the Mortgage Loans and other assets of the Trust Fund pursuant to
Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the party
exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely
conclusively on any determination made by an Appraiser pursuant to Section 9.01(c) of the
Pooling and Servicing Agreement.



     The respective obligations and responsibilities of the Master Servicer, the Special Servicer,
the Depositor, the Operating Advisor, the Certificate Administrator and the Trustee created hereby
with respect to the Certificates (other than the obligation to make certain payments and to send
certain notices to Certificateholders as hereinafter set forth) and any related Companion Loan
shall terminate immediately following the earlier to occur of (i) the purchase by the Holders of
the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R
Certificates of all the Mortgage Loans and REO Property then included in the Trust Fund pursuant to
Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the Remaining
Certificateholder pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and
(iii) the final payment or other liquidation



A-15-4









 




(or any advance with respect thereto) of the last Mortgage Loan contained in the Trust Fund;
provided, however, that in no event shall the trust created thereby continue beyond
the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph
P. Kennedy, the late ambassador of the United States to the United Kingdom, living on the date of
the Pooling and Servicing Agreement. All such payments as contemplated by the preceding paragraph
shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as
applicable promptly following receipt thereof.




     Unless the Certificate of Authentication on this Certificate has been executed by the
Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature, this
Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be
valid for any purpose.



     THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE
ARISING UNDER OR RELATED TO THIS CERTIFICATE OR THE POOLING AND SERVICING AGREEMENT, THE
RELATIONSHIP OF THE PARTIES TO THE POOLING AND SERVICING AGREEMENT, AND/OR THE INTERPRETATION AND
ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES TO THE POOLING AND SERVICING AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW
YORK, WITHOUT REGARD TO THE CHOICE OF LAW RULES THEREOF. THE PARTIES HERETO INTEND THAT THE
PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT.



A-15-5









 





     IN WITNESS WHEREOF, the Certificate Administrator has caused this Class S Certificate to be
duly executed.



	 	 	 	 	 
	 	CITIBANK, N.A.,

not in its individual capacity but solely as

Certificate Administrator

 	 
	 	By:  	 	 
	 	 	Authorized Signatory 	 
	 	 	 	 
	 


Dated: ______________




CERTIFICATE OF AUTHENTICATION





     This is one of the Class S Certificates referred to in the Pooling and Servicing Agreement.


Dated: ______________




	 	 	 	 	 
	 	CITIBANK, N.A.,

not in its individual capacity but solely

as Authenticating Agent

 	 
	 	By:  	 	 
	 	 	Authorized Signatory 	 
	 	 	 	 



A-15-6









 






	 	 	 	 	 



ASSIGNMENT





     FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and
transfer(s) unto ______________________ ____________________ (please print or typewrite name(s) and
address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire
Percentage Interest represented by the within Class S Certificate and hereby authorize(s) the
registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust
Fund.



     I (we) further direct the Certificate Registrar to issue a new Class S Certificate of the
entire Percentage Interest represented by the within Class S Certificates to the above-named
Assignee(s) and to deliver such Class S Certificate to the following address:


Date: _________________




	 	 	 	 	 
	 	 	 
	 	
 	 
	 	Signature by or on behalf of Assignor(s) 	 



	 	 	 	 	 
	 	
 	 
	 	Taxpayer Identification Number 	 
	 	 	 



A-15-7









 





DISTRIBUTION INSTRUCTIONS





     The Assignee(s) should include the following for purposes of distribution:



     Address of the Assignee(s) for the purpose of receiving notices and distributions: ______________________________________________



 




Distributions, if being made by wire transfer in immediately available funds to
__________________________ for the account of __________________________ account number
___________________________.
This information is provided by ____________________, the Assignee(s) named above or
__________________________ as its (their) agent.



	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	[Please print or type name(s)] 	 
	 	 	 
	 	  	
 	 
	 	 	Title 	 
	 	 	 
	 	  	
 	 
	 	 	Taxpayer Identification Number 	 
	 	 	 	 



A-15-8









 






	 	 	 	 	 



EXHIBIT A-16




CFCRE COMMERCIAL MORTGAGE TRUST 2011-C2

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2011-C2, CLASS R


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE MASTER
SERVICER, THE SPECIAL SERVICER, THE OPERATING ADVISOR, THE CERTIFICATE ADMINISTRATOR, THE TRUSTEE,
THE INITIAL PURCHASERS, THE SPONSOR OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY
OR INSTRUMENTALITY.



THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY
PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR
OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT TO A PERSON THAT
THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, WITHIN THE MEANING OF RULE 144A
UNDER THE SECURITIES ACT (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER
HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE
144A UNDER THE SECURITIES ACT, OR (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE
144 UNDER THE SECURITIES ACT (IF AVAILABLE), AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.



THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON
THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY
RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
(“ERISA”), OR TO THE PROHIBITED TRANSACTION PROVISIONS OF SECTION 4975 OF THE INTERNAL REVENUE CODE
OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA)
THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE
FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY
SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE.



THIS CERTIFICATE REPRESENTS THE “RESIDUAL INTEREST” IN TWO “REAL ESTATE MORTGAGE INVESTMENT
CONDUITS” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(2) AND 860D OF THE CODE.
EACH TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE ACCEPTED THIS
CERTIFICATE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY TO DISQUALIFIED ORGANIZATIONS,
NON-U.S. PERSONS OR AGENTS OF EITHER, AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT, AND
SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE TRANSFEROR AND THE CERTIFICATE ADMINISTRATOR TO
THE EFFECT THAT, AMONG OTHER THINGS, (A) IT IS NOT A “DISQUALIFIED ORGANIZATION,” AS SUCH TERM IS
DEFINED IN SECTION 860E(e)(5) OF THE CODE, OR AN AGENT (INCLUDING A BROKER, NOMINEE OR OTHER
MIDDLEMAN) FOR SUCH DISQUALIFIED ORGANIZATION AND IS OTHERWISE A PERMITTED TRANSFEREE, (B) IT HAS
HISTORICALLY PAID ITS DEBTS AS THEY HAVE COME DUE AND INTENDS TO PAY ITS DEBTS AS THEY COME DUE IN
THE FUTURE, (C) IT UNDERSTANDS THAT IT MAY INCUR TAX LIABILITIES WITH RESPECT TO THIS CERTIFICATE
IN EXCESS OF CASH FLOWS GENERATED HEREBY, (D) IT INTENDS TO PAY ANY TAXES ASSOCIATED WITH HOLDING
THIS CERTIFICATE AS THEY BECOME DUE, (E) IT WILL NOT CAUSE INCOME WITH RESPECT TO THIS CERTIFICATE
TO BE ATTRIBUTABLE TO A FOREIGN PERMANENT ESTABLISHMENT OR FIXED BASE, WITHIN THE MEANING OF AN
APPLICABLE INCOME TAX TREATY, OF SUCH PERSON OR ANY OTHER U.S. PERSON AND (F) IT WILL NOT TRANSFER
THIS CERTIFICATE TO ANY PERSON OR ENTITY THAT DOES NOT PROVIDE A SIMILAR AFFIDAVIT. ANY




A-16-1









 







PURPORTED TRANSFER TO A DISQUALIFIED ORGANIZATION OR OTHER PERSON THAT IS NOT A PERMITTED
TRANSFEREE OR OTHERWISE IN VIOLATION OF THESE RESTRICTIONS SHALL BE ABSOLUTELY NULL AND VOID AND
SHALL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE. THIS CERTIFICATE REPRESENTS “NON-ECONOMIC
RESIDUAL INTERESTS,” AS DEFINED IN TREASURY REGULATIONS SECTION 1.860E-1(c), AND THEREFORE,
TRANSFERS OF THIS CERTIFICATE MAY BE DISREGARDED FOR FEDERAL INCOME TAX PURPOSES. IN ORDER TO
SATISFY A REGULATORY SAFE HARBOR UNDER WHICH SUCH TRANSFERS WILL NOT BE DISREGARDED, THE TRANSFEROR
MAY BE REQUIRED, AMONG OTHER THINGS, TO SATISFY ITSELF AS TO THE FINANCIAL CONDITION OF THE
PROPOSED TRANSFEREE AND EITHER TO TRANSFER AT A MINIMUM PRICE OR TO AN ELIGIBLE TRANSFEREE AS
SPECIFIED IN TREASURY REGULATIONS.







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CFCRE COMMERCIAL MORTGAGE TRUST 2011-C2

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2011-C2, CLASS R




	 

	Percentage Interest: 100%

	 

	Cut-Off Date: With respect to each mortgage loan, the due date in Deecmeber
2011 for that mortgage loan.

	 

	CUSIP: [_______]

	 

	ISIN: [_______]

	 

	No.: 1







     This certifies that [_____] is the registered owner of an interest in a Trust Fund, including
the distributions to be made with respect to the Class R Certificates. The Trust Fund, described
more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on
commercial, multifamily and manufactured housing community properties and held in trust by the
Trustee and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans
are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder
of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and
conditions of the Pooling and Servicing Agreement and is bound thereby. Also issued under the
Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-J,
Class X-A, Class X-B, Class B, Class C, Class D, Class E, Class F, Class G, Class NR and Class S
Certificates (together with the Class R Certificates, the “Certificates”; the Holders of
Certificates are collectively referred to herein as “Certificateholders”).



     This Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and
Servicing Agreement dated as of December 11, 2011 (the “Pooling and Servicing
Agreement”), and executed in connection with the CFCRE Commercial Mortgage Trust 2011-C2
Commercial Mortgage Pass-Through Certificates, Series 2011-C2. To the extent not defined herein,
capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing
Agreement.



     The Certificate Administrator makes no representation or warranty as to any of the statements
contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans and has
executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.



     Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator
will distribute (other than the final distribution on any Certificate), on the 4th Business Day
following the Determination Date of each month, commencing in January 2012 (each such date, a
“Distribution Date”), to the Person in whose name this Certificate is registered as of the
related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of the aggregate amount, if any, allocable to the Class R
Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing
Agreement.



     All distributions (other than the final distribution on any Certificate) will be made by the
Certificate Administrator to the persons in whose names the Certificates are registered at the
close of business on each Record Date, which will be the close of business on the last day of the
month immediately preceding the month in which such Distribution Date occurs, or if such day is not
a Business Day, the immediately preceding Business Day. Distributions are required to be made (a)
by wire transfer of immediately available funds to the account of such Certificateholder at a bank
or other entity located in the United States and having appropriate facilities therefor, if such
Certificateholder provides the Certificate Administrator with wiring instructions no less than five
Business Days prior to the related Record Date, or otherwise (b) by check mailed to such
Certificateholder. The final distribution on each Certificate shall be made in like manner, but
only upon presentment and surrender of such



A-16-3









 




Certificate at the office of the Certificate Administrator or its agent (which may be the
Paying Agent or the Certificate Registrar acting as such agent) that is specified in the notice to
Certificateholders of such final distribution.




     Any funds not distributed on the Termination Date because of the failure of any
Certificateholders to tender their Certificates shall be set aside and held in trust for the
account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall
terminate. If any Certificates as to which notice of the Termination Date has been given pursuant
to Section 9.01 of the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the Certificate
Administrator shall mail a second notice to the remaining Certificateholders, at their last
addresses shown in the Certificate Register, to surrender their Certificates for cancellation in
order to receive, from such funds held, the final distribution with respect thereto. If within one
year after the second notice any Certificate shall not have been surrendered for cancellation, the
Certificate Administrator may, directly or through an agent, take appropriate steps to contact the
remaining Certificateholders concerning surrender of their Certificates. The costs and expenses of
maintaining such funds and of contacting Certificateholders shall be paid out of the assets which
remain held. If within two years after the second notice any Certificates shall not have been
surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders all
amounts distributable to the Holders thereof. No interest shall accrue or be payable to any
Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling
and Servicing Agreement.



     This Certificate is limited in right of payment to, among other things, certain collections
and recoveries in respect of the Mortgage Loans, as more specifically set forth herein and in the
Pooling and Servicing Agreement.



     As provided in the Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage
Loans as from time to time are subject to the Pooling and Servicing Agreement, together with the
Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections in
respect of the Mortgage Loans due after the Cut-Off Date (or with respect to a Qualified Substitute
Mortgage Loan, the Due Date in the month of the substitution); (iii) any REO Property (to the
extent of the Trust Fund’s interest therein); (iv) all revenues received in respect of any REO
Property (to the extent of the Trust Fund’s interest therein); (v) the Master Servicer’s and the
Trustee’s rights under the insurance policies with respect to the Mortgage Loans required to be
maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof (to the extent
of the Trust Fund’s interest therein); (vi) the Trustee’s rights in any Assignments of Leases,
Rents and Profits and any security agreements (to the extent of the Trust Fund’s interest therein);
(vii) any indemnities or guaranties given as additional security for any Mortgage Loan (to the
extent of the Trust Fund’s interest therein); (viii) all of the Trustee’s and the Certificate
Administrator’s rights in the Escrow Accounts and Lock-Box Accounts (to the extent of the Trust
Fund’s interest therein) and all proceeds of the Mortgage Loans deposited in a Split-Loan Custodial
Account, the Collection Account, any Distribution Account, the Interest Reserve Account, the Excess
Liquidation Proceeds Reserve Account and any REO Account, including reinvestment income thereon;
(ix) the Trust’s rights in any environmental indemnity agreements relating to the Mortgaged
Properties and the Trust’s rights under each Intercreditor Agreement (to the extent of the Trust
Fund’s interest therein); (x) all of the equity interests in limited liability companies or limited
partnerships owned by the Trust to which Defaulted Mortgage Loans or REO Properties have been
transferred (in each case with respect to any Split-Loan, subject to the rights of any related
Companion Loan Holder to the extent set forth in the related Intercreditor Agreement); and (xi) the
Lower-Tier Regular Interests.



     This Certificate does not purport to summarize the Pooling and Servicing Agreement, and
reference is made to the Pooling and Servicing Agreement for the interests, rights, benefits,
obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.



     As provided in the Pooling and Servicing Agreement, subject to certain restrictions on
transfer set forth therein, upon surrender for registration of transfer of any Certificate, the
Certificate Registrar shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like
aggregate interest and of the same Class.



     Prior to due presentation of this Certificate for registration of transfer, the Trustee, the
Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the
Certificate Registrar, and any agent of the Trustee, the Master Servicer, the Special Servicer, the
Operating Advisor, the Certificate Administrator or the



A-16-4









 




Certificate Registrar may treat the Person in whose name any Certificate is registered as the
owner of such Certificate for the purpose of receiving distributions as provided in the Pooling and
Servicing Agreement and for all other purposes whatsoever, and neither the Trustee, the Master
Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the
Certificate Registrar, nor any agent of the Trustee, the Master Servicer, the Special Servicer, the
Operating Advisor, the Certificate Administrator or the Certificate Registrar shall be affected by
any notice to the contrary; provided, however, that to the extent that a party to
the Pooling and Servicing Agreement responsible for distributing any report, statement or other
information required to be distributed to Certificateholders has been provided an Investor
Certification, such party to the Pooling and Servicing Agreement shall distribute such report,
statement or other information to such Beneficial Owner (or prospective transferee).




     The Pooling and Servicing Agreement or any Custodial Agreement may be amended from time to
time by the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the
Certificate Administrator and the Trustee, without the consent of any of the Certificateholders,
or, as applicable, any Companion Loan Holder, as set forth in Section 11.07 of the Pooling
and Servicing Agreement. The Pooling and Servicing Agreement or any Custodial Agreement may also
be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the
Operating Advisor, the Certificate Administrator and the Trustee with the consent of the Holders of
Certificates representing not less than 66-2/3% of the Percentage Interests of each Class of
Certificates affected by the amendment for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of
modifying in any manner the rights of the Certificateholders, subject to the exceptions set forth
in such Section 11.07.



     The Holders of the Controlling Class representing greater than 50% Percentage Interest of the
Controlling Class may effect an early termination of the Trust Fund, upon not less than 30 days’
prior notice given to the Depositor, the Trustee, the Certificate Administrator, the Operating
Advisor, each Companion Loan Holder, the Special Servicer and Master Servicer any time on or after
the Early Termination Notice Date specifying the Anticipated Termination Date, by purchasing on
such date all, but not less than all, of the Mortgage Loans then included in the Trust Fund, and
all property acquired by the Trust Fund in respect of any Mortgage Loan, at a purchase price,
payable in cash, calculated in accordance with Section 9.01(c) of the Pooling and Servicing
Agreement.



     The Holders of the Controlling Class representing greater than 50% of the Certificate
Principal Amount of the Controlling Class, or if such Holders do not, the Special Servicer, or if
neither such Holders nor the Special Servicer do, the Master Servicer or, if neither such Holders
nor the Special Servicer nor the Master Servicer does, any Holder of a Class R Certificate
representing greater than a 50% Percentage Interest in such Class, may also effect such termination
as provided above if such party first notifies the Controlling Class Representative and each
Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R
Certificate, notifies the Certificate Administrator (who shall notify each of the Controlling Class
Representative, each Certifying Certificateholder and the Master Servicer) of its intention to do
so in writing within 30 days following the Early Termination Notice Date. All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in
connection with the purchase of the Mortgage Loans and other assets of the Trust Fund pursuant to
Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the party
exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely
conclusively on any determination made by an Appraiser pursuant to Section 9.01(c) of the
Pooling and Servicing Agreement.



     The respective obligations and responsibilities of the Master Servicer, the Special Servicer,
the Depositor, the Operating Advisor, the Certificate Administrator and the Trustee created hereby
with respect to the Certificates (other than the obligation to make certain payments and to send
certain notices to Certificateholders as hereinafter set forth) and any related Companion Loan
shall terminate immediately following the earlier to occur of (i) the purchase by the Holders of
the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R
Certificates of all the Mortgage Loans and REO Property then included in the Trust Fund pursuant to
Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the Remaining
Certificateholder pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and
(iii) the final payment or other liquidation (or any advance with respect thereto) of the last
Mortgage Loan contained in the Trust Fund; provided, however, that in no event
shall the trust created thereby continue beyond the expiration of twenty-one years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United
States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All such
payments as contemplated by the preceding paragraph shall be deposited into the Collection Account
by the Master Servicer or Special Servicer, as


A-16-5









 







applicable promptly following receipt thereof. Unless the Certificate of Authentication on this Certificate has been executed by the
Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature, this
Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be
valid for any purpose.



     THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE
ARISING UNDER OR RELATED TO THIS CERTIFICATE OR THE POOLING AND SERVICING AGREEMENT, THE
RELATIONSHIP OF THE PARTIES TO THE POOLING AND SERVICING AGREEMENT, AND/OR THE INTERPRETATION AND
ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES TO THE POOLING AND SERVICING AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW
YORK, WITHOUT REGARD TO THE CHOICE OF LAW RULES THEREOF. THE PARTIES HERETO INTEND THAT THE
PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT.



A-16-6









 





     IN WITNESS WHEREOF, the Certificate Administrator has caused this Class R Certificate to be
duly executed.



	 	 	 	 	 
	 	CITIBANK, N.A.,

not in its individual capacity but solely as

Certificate Administrator

 	 
	 	By:  	 	 
	 	 	Authorized Signatory 	 
	 	 	 	 
	 


Dated: ______________




CERTIFICATE OF AUTHENTICATION





     This is one of the Class R Certificates referred to in the Pooling and Servicing Agreement.


Dated: ______________




	 	 	 	 	 
	 	CITIBANK, N.A.,

not in its individual capacity but solely

as Authenticating Agent

 	 
	 	By:  	 	 
	 	 	Authorized Signatory 	 
	 	 	 	 



A-16-7









 






	 	 	 	 	 



ASSIGNMENT





     FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and
transfer(s) unto ______________________ ____________________ (please print or typewrite name(s) and
address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire
Percentage Interest represented by the within Class R Certificate and hereby authorize(s) the
registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust
Fund.



     I (we) further direct the Certificate Registrar to issue a new Class R Certificate of the
entire Percentage Interest represented by the within Class R Certificates to the above-named
Assignee(s) and to deliver such Class R Certificate to the following address:


Date: _________________




	 	 	 	 	 
	 	 	 
	 	
 	 
	 	Signature by or on behalf of Assignor(s) 	 



	 	 	 	 	 
	 	
 	 
	 	Taxpayer Identification Number 	 
	 	 	 



A-16-8









 






DISTRIBUTION INSTRUCTIONS





     The Assignee(s) should include the following for purposes of distribution:



     Address of the Assignee(s) for the purpose of receiving notices and distributions: ______________________________________________



 




Distributions, if being made by wire transfer in immediately available funds to
__________________________ for the account of __________________________ account number
___________________________.
This information is provided by ____________________, the Assignee(s) named above or
__________________________ as its (their) agent.



	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	[Please print or type name(s)] 	 
	 	 	 
	 	  	
 	 
	 	 	Title 	 
	 	 	 
	 	  	
 	 
	 	 	Taxpayer Identification Number 	 
	 	 	 	 



A-16-9











 




     





EXHIBIT B




MORTGAGE LOAN SCHEDULE




CFCRE
2011-C2 - Mortgage Loan Schedule





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Remaining	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Monthly	 	 	Original	 	Term to	 	Anticipated	 	 	 	Remaining	 	Interest	 	Primary	 	 	Master	 
	Control	 	 	 	 	 	 	 	 	 	Zip	 	Cut-Off Date	 	 	Debt	 	 	Mortgage Loan	 	Maturity	 	Repayment	 	Maturity	 	Amortization	 	Accrual	 	Servicing	 	 	Servicing	 
	Number	 	Property Name	 	Address	 	City	 	State	 	Code	 	Balance ($)	 	 	Service ($)	 	 	Rate	 	(Mos.)	 	Date	 	Date	 	Term (Mos.)	 	Method	 	Fee Rate	 	 	Fee Rate	 
	1	 	RiverTown Crossings Mall
	 	3700 Rivertown Parkway	 	Grandville	 	MI	 	49418	 	 	99,307,035	 	 	 	541,303	 	 	5.1883333333%	 	114	 	NAP	 	06/06/2021	 	354	 	Actual/360	 	 	0.0700	%	 	 	0.0300	%
	2	 	Plaza Mexico
	 	3100 East Imperial Highway	 	Lynwood	 	CA	 	90262	 	 	81,601,522	 	 	 	437,432	 	 	5.2408562%	 	58	 	NAP	 	10/11/2016	 	358	 	Actual/360	 	 	0.0700	%	 	 	0.0300	%
	3	 	GSA — FBI Portfolio
	 	Various	 	Various	 	Various	 	Various	 	 	58,500,000	 	 	 	321,230	 	 	5.2000%	 	60	 	12/11/2016	 	10/16/2021	 	360	 	Actual/360	 	 	0.0700	%	 	 	0.0300	%
	4	 	Shops at Solaris
	 	141 East Meadow Drive	 	Vail	 	CO	 	81657	 	 	43,956,198	 	 	 	263,802	 	 	6.0000%	 	119	 	NAP	 	11/11/2021	 	359	 	Actual/360	 	 	0.0700	%	 	 	0.0300	%
	5	 	DC Mixed Use Portfolio A
	 	Various	 	Various	 	Various	 	Various	 	 	24,400,000	 	 	 	156,837	 	 	5.9750%	 	120	 	NAP	 	12/11/2021	 	300	 	Actual/360	 	 	0.0700	%	 	 	0.0300	%
	6	 	918 F Street NW
	 	918 F Street NW	 	Washington	 	DC	 	20004	 	 	9,400,000	 	 	 	60,421	 	 	5.9750%	 	120	 	NAP	 	12/11/2021	 	300	 	Actual/360	 	 	0.0700	%	 	 	0.0300	%
	7	 	Great America Place
	 	5200 Great America Parkway; 2903 & 2933 Bunker Hill Lane	 	Santa Clara	 	CA	 	95054	 	 	31,864,416	 	 	 	178,623	 	 	5.3465%	 	56	 	NAP	 	08/11/2016	 	356	 	Actual/360	 	 	0.0700	%	 	 	0.0300	%
	8	 	Cortland Apartments
	 	12801 Little Elliot Drive	 	Hagerstown	 	MD	 	21742	 	 	28,836,292	 	 	 	155,563	 	 	4.9935%	 	55	 	NAP	 	07/11/2016	 	355	 	Actual/360	 	 	0.0700	%	 	 	0.0300	%
	9	 	Hanford Mall
	 	1675 West Lacey Boulevard	 	Hanford	 	CA	 	93230	 	 	25,500,000	 	 	 	161,177	 	 	6.5000%	 	120	 	NAP	 	12/11/2021	 	360	 	Actual/360	 	 	0.0700	%	 	 	0.0300	%
	10	 	Marketplace at Santee
	 	9325-9367 Mission Gorge Road	 	Santee	 	CA	 	92071	 	 	22,710,310	 	 	 	130,049	 	 	5.5315%	 	115	 	NAP	 	07/11/2021	 	355	 	Actual/360	 	 	0.0700	%	 	 	0.0300	%
	11	 	Courtyard Marriott Virginia Beach North
	 	3737 Atlantic Avenue	 	Virginia Beach	 	VA	 	23451	 	 	17,474,805	 	 	 	112,913	 	 	6.0150%	 	59	 	NAP	 	11/11/2016	 	299	 	Actual/360	 	 	0.0000	%	 	 	0.0300	%
	12	 	Courtyard Marriott Charlottesville
University Medical Center
	 	1201 West Main Street	 	Charlottesville	 	VA	 	22903	 	 	15,477,685	 	 	 	100,009	 	 	6.0150%	 	59	 	NAP	 	11/11/2016	 	299	 	Actual/360	 	 	0.0000	%	 	 	0.0300	%
	13	 	American Hospitality Portfolio
	 	Various	 	Various	 	Various	 	Various	 	 	15,435,666	 	 	 	100,317	 	 	6.0475%	 	57	 	NAP	 	09/11/2016	 	297	 	Actual/360	 	 	0.0700	%	 	 	0.0300	%
	14	 	Courtyard Marriott Virginia Beach South
	 	2501 Atlantic Avenue	 	Virginia Beach	 	VA	 	23451	 	 	14,479,125	 	 	 	93,557	 	 	6.0150%	 	59	 	NAP	 	11/11/2016	 	299	 	Actual/360	 	 	0.0000	%	 	 	0.0300	%
	15	 	Hampton Inn Santa Barbara/Goleta
	 	5665 Hollister Avenue	 	Goleta	 	CA	 	93117	 	 	12,482,328	 	 	 	81,557	 	 	6.1330%	 	119	 	NAP	 	11/11/2021	 	299	 	Actual/360	 	 	0.0700	%	 	 	0.0300	%
	16	 	Courtyard Marriott Carolina Beach
	 	100 Charlotte Avenue	 	Carolina Beach	 	NC	 	28428	 	 	12,482,004	 	 	 	80,652	 	 	6.0150%	 	59	 	NAP	 	11/11/2016	 	299	 	Actual/360	 	 	0.0000	%	 	 	0.0300	%
	17	 	Stonebridge Apartments
	 	170 Heatherbridge Lane	 	Blacklick	 	OH	 	43004	 	 	11,949,447	 	 	 	67,185	 	 	5.3735%	 	56	 	NAP	 	08/11/2016	 	356	 	Actual/360	 	 	0.0700	%	 	 	0.0300	%
	18	 	StorMor Portfolio
	 	Various	 	Various	 	NC	 	Various	 	 	10,990,844	 	 	 	72,608	 	 	6.9220%	 	119	 	NAP	 	11/11/2021	 	359	 	Actual/360	 	 	0.0700	%	 	 	0.0300	%
	19	 	LAD SpringHill Suites
	 	8010 East Texas Street	 	Bossier City	 	LA	 	71111	 	 	10,947,946	 	 	 	64,543	 	 	5.8000%	 	115	 	NAP	 	07/11/2021	 	355	 	Actual/360	 	 	0.0700	%	 	 	0.0300	%
	20	 	River Street Inn
	 	124 East Bay Street	 	Savannah	 	GA	 	31401	 	 	10,644,959	 	 	 	71,331	 	 	6.3625%	 	116	 	NAP	 	08/11/2021	 	296	 	Actual/360	 	 	0.0700	%	 	 	0.0300	%
	21	 	Fairfax Ridge
	 	11242 Waples Mill Road	 	Fairfax	 	VA	 	22030	 	 	10,500,000	 	 	 	64,883	 	 	6.2840%	 	120	 	NAP	 	12/11/2021	 	360	 	Actual/360	 	 	0.0700	%	 	 	0.0300	%
	22	 	Lakehills Plaza
	 	4211 South Lamar Boulevard	 	Austin	 	TX	 	78704	 	 	9,950,509	 	 	 	57,408	 	 	5.6000%	 	115	 	NAP	 	07/11/2021	 	355	 	Actual/360	 	 	0.0700	%	 	 	0.0300	%
	23	 	Barrington Hills Apartments
	 	3352 Chelsea Park Lane	 	Norcross	 	GA	 	30092	 	 	9,612,387	 	 	 	56,217	 	 	5.7340%	 	56	 	NAP	 	08/11/2016	 	356	 	Actual/360	 	 	0.0700	%	 	 	0.0300	%
	24	 	Mountain View at Southgate Apartments
	 	1500 Magruder Street	 	El Paso	 	TX	 	79925	 	 	9,611,371	 	 	 	61,058	 	 	6.5400%	 	119	 	NAP	 	11/11/2021	 	359	 	Actual/360	 	 	0.0700	%	 	 	0.0300	%
	25	 	Crossroads Center
	 	5008 Airport Road Northwest	 	Roanoke	 	VA	 	24012	 	 	9,500,000	 	 	 	57,904	 	 	6.1545%	 	60	 	NAP	 	12/11/2016	 	360	 	Actual/360	 	 	0.0700	%	 	 	0.0300	%
	26	 	Canyon Hills Marketplace II
	 	29995, 29997 & 30003 Canyon Hills Road	 	Lake Elsinore	 	CA	 	92532	 	 	9,344,280	 	 	 	49,097	 	 	4.7610%	 	55	 	NAP	 	07/11/2016	 	355	 	Actual/360	 	 	0.0700	%	 	 	0.0300	%
	27	 	2421-27 Webster
	 	2421-2427 Webster Avenue	 	Bronx	 	NY	 	10458	 	 	9,079,976	 	 	 	49,666	 	 	5.1460%	 	58	 	NAP	 	10/11/2016	 	358	 	Actual/360	 	 	0.0700	%	 	 	0.0300	%
	28	 	Brookmeade Apartments
	 	10701 Brookmeade Circle	 	Williamsport	 	MD	 	21795	 	 	8,696,304	 	 	 	49,863	 	 	5.5330%	 	54	 	NAP	 	06/11/2016	 	354	 	Actual/360	 	 	0.0700	%	 	 	0.0300	%
	29	 	Heritage Hills Shopping Center
	 	9227 & 9231 East Lincoln Avenue	 	Lone Tree	 	CO	 	80124	 	 	8,493,615	 	 	 	50,522	 	 	5.8650%	 	113	 	NAP	 	05/11/2021	 	353	 	Actual/360	 	 	0.0700	%	 	 	0.0300	%
	30	 	B’nai B’rith House
	 	8000 Society Drive	 	Claymont	 	DE	 	19703	 	 	8,129,639	 	 	 	55,009	 	 	6.4960%	 	118	 	NAP	 	10/11/2021	 	298	 	Actual/360	 	 	0.0700	%	 	 	0.0300	%
	31	 	Gillespie Field Distribution
	 	2025 Gillespie Way	 	El Cajon	 	CA	 	92020	 	 	8,076,849	 	 	 	48,355	 	 	5.9600%	 	117	 	NAP	 	09/11/2021	 	357	 	Actual/360	 	 	0.0700	%	 	 	0.0300	%
	32	 	DC Mixed Use Portfolio B
	 	Various	 	Washington	 	DC	 	Various	 	 	7,723,954	 	 	 	45,073	 	 	5.6950%	 	114	 	NAP	 	06/11/2021	 	354	 	Actual/360	 	 	0.0700	%	 	 	0.0300	%
	33	 	Phoenix Centers I & II
	 	Various	 	Washington	 	MO	 	63090	 	 	7,539,401	 	 	 	46,229	 	 	6.1850%	 	57	 	NAP	 	09/11/2016	 	357	 	Actual/360	 	 	0.0700	%	 	 	0.0300	%
	34	 	Stonetown MH Portfolio
	 	Various	 	Various	 	Various	 	Various	 	 	7,529,713	 	 	 	46,487	 	 	6.2500%	 	117	 	NAP	 	09/11/2021	 	357	 	Actual/360	 	 	0.0700	%	 	 	0.0300	%
	35	 	Staybridge Suites Houston
	 	1225 Eldridge Parkway	 	Houston	 	TX	 	77077	 	 	7,045,655	 	 	 	47,674	 	 	6.4400%	 	54	 	NAP	 	06/11/2016	 	294	 	Actual/360	 	 	0.0700	%	 	 	0.0300	%
	36	 	Highland Road Village
	 	2704 South Cockrell Hill Road	 	Dallas	 	TX	 	75211	 	 	6,900,000	 	 	 	41,369	 	 	6.0000%	 	120	 	NAP	 	12/11/2021	 	360	 	Actual/360	 	 	0.0700	%	 	 	0.0300	%
	37	 	Gerhardt Building
	 	300-318 North Euclid Avenue	 	St. Louis	 	MO	 	63108	 	 	6,743,517	 	 	 	41,283	 	 	6.1865%	 	119	 	NAP	 	11/11/2021	 	359	 	Actual/360	 	 	0.0700	%	 	 	0.0300	%
	38	 	Hampstead Apartments
	 	101 Leeward Lane	 	Hampstead	 	NC	 	28443	 	 	6,635,099	 	 	 	38,552	 	 	5.6550%	 	114	 	NAP	 	06/11/2021	 	354	 	Actual/360	 	 	0.0700	%	 	 	0.0300	%
	39	 	Suntree Square
	 	7777 North Wickham Road	 	Melbourne	 	FL	 	32940	 	 	6,450,931	 	 	 	39,451	 	 	5.3800%	 	115	 	NAP	 	07/06/2021	 	295	 	Actual/360	 	 	0.0700	%	 	 	0.0300	%
	40	 	215 Mount Hope
	 	215 Mount Hope Place	 	Bronx	 	NY	 	10457	 	 	6,192,540	 	 	 	33,255	 	 	4.9925%	 	59	 	NAP	 	11/11/2016	 	359	 	Actual/360	 	 	0.0700	%	 	 	0.0300	%
	41	 	La Jolla Eastgate
	 	9404 Genesee Avenue	 	La Jolla	 	CA	 	92037	 	 	6,161,683	 	 	 	35,203	 	 	5.5000%	 	114	 	NAP	 	06/11/2021	 	354	 	Actual/360	 	 	0.0700	%	 	 	0.0300	%
	42	 	Napa Valley Professional Plaza
	 	1700-1710 Soscol Avenue and 625 Imperial Way	 	Napa	 	CA	 	94559	 	 	5,860,305	 	 	 	34,526	 	 	5.7755%	 	113	 	NAP	 	05/11/2021	 	353	 	Actual/360	 	 	0.0700	%	 	 	0.0300	%
	43	 	Meadowlands MHC
	 	19522 Wildwood Lane	 	Gibraltar	 	MI	 	48173	 	 	5,690,612	 	 	 	35,874	 	 	6.4590%	 	118	 	NAP	 	10/11/2021	 	358	 	Actual/360	 	 	0.0700	%	 	 	0.0300	%
	44	 	Wheatland Apartments
	 	3531, 3521, 3511, 3501 30th Avenue
South and 3078, 3040 34th Street South	 	Fargo	 	ND	 	58103	 	 	5,665,521	 	 	 	32,723	 	 	5.6000%	 	114	 	NAP	 	06/11/2021	 	354	 	Actual/360	 	 	0.0700	%	 	 	0.0300	%
	45	 	1791 Grand Concourse
	 	1791 Grand Concourse	 	Bronx	 	NY	 	10453	 	 	4,888,782	 	 	 	26,173	 	 	4.9560%	 	34	 	NAP	 	10/11/2014	 	358	 	Actual/360	 	 	0.0700	%	 	 	0.0300	%
	46	 	Fairway Oaks Shopping Center
	 	13700 Little Road	 	Hudson	 	FL	 	34667	 	 	4,795,897	 	 	 	31,249	 	 	6.7865%	 	119	 	NAP	 	11/11/2021	 	359	 	Actual/360	 	 	0.0700	%	 	 	0.0300	%
	47	 	Shops by the Bay
	 	300 & 304 Bay Area Boulevard	 	Webster	 	TX	 	77598	 	 	4,100,000	 	 	 	25,284	 	 	6.2650%	 	120	 	NAP	 	12/11/2021	 	360	 	Actual/360	 	 	0.0700	%	 	 	0.0300	%
	48	 	Horizon Village
	 	22200-22224 Michigan Avenue	 	Dearborn	 	MI	 	48124	 	 	4,030,000	 	 	 	25,027	 	 	6.3315%	 	120	 	NAP	 	12/11/2021	 	360	 	Actual/360	 	 	0.0700	%	 	 	0.0300	%
	49	 	Parkway Executive Center
	 	501 Butler Farm Road	 	Hampton	 	VA	 	23666	 	 	3,970,917	 	 	 	24,803	 	 	5.6000%	 	55	 	NAP	 	07/11/2016	 	295	 	Actual/360	 	 	0.0700	%	 	 	0.0300	%
	50	 	Neighborhood Shoppes at Polaris
	 	8457-8497 Sancus Boulevard	 	Columbus	 	OH	 	43240	 	 	3,828,819	 	 	 	24,750	 	 	5.9765%	 	116	 	NAP	 	08/11/2021	 	296	 	Actual/360	 	 	0.0700	%	 	 	0.0300	%
	51	 	Paramount Plaza
	 	14502 North Dale Mabry Highway	 	Tampa	 	FL	 	33618	 	 	2,897,561	 	 	 	19,041	 	 	6.8700%	 	119	 	NAP	 	11/11/2021	 	359	 	Actual/360	 	 	0.0700	%	 	 	0.0300	%







B-1









 





     





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Trustee &	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Sub-	 	Paying	 	 	Operating	 	 	 	 	 	 	Ground	 	Mortgage	 	 	 	Revised Mortgage	 	 	 	 	 	 	 	Split Loan	 
	Servicing	 	Agent Fee	 	 	Advisor	 	 	Administrative	 	 	Lease	 	Loan	 	 	 	Loan Rate After	 	 	 	Split Loan Primary	 	Split Loan Master	 	Sub-Servicing Fee	 
	Fee Rate	 	Rate	 	 	Fee Rate	 	 	Fee Rate	 	 	Y/N	 	Seller	 	Prepayment Provision	 	ARD Date	 	Split Loan Y/N	 	Servicing Fee Rate	 	Servicing Fee Rate	 	Rate	 
	0.0000%
	 	 	0.0045	%	 	 	0.0040	%	 	 	0.1085	%	 	N	 	CCRE	 	L(30),Def(86),O(4)	 	NAP	 	Y	 	0.0700%	 	0.0300%	 	0.0000%
	0.0000%
	 	 	0.0045	%	 	 	0.0040	%	 	 	0.1085	%	 	N	 	CCRE	 	L(49),Def(7),O(4)	 	NAP	 	N	 	NAP	 	NAP	 	NAP
	0.0000%
	 	 	0.0045	%	 	 	0.0040	%	 	 	0.1085	%	 	N	 	CCRE	 	L(24),Def(32),O(4)	 	8.2000%	 	N	 	NAP	 	NAP	 	NAP
	0.0000%
	 	 	0.0045	%	 	 	0.0040	%	 	 	0.1085	%	 	N	 	CCRE	 	L(25),Def(92),O(3)	 	NAP	 	N	 	NAP	 	NAP	 	NAP
	0.0000%
	 	 	0.0045	%	 	 	0.0040	%	 	 	0.1085	%	 	N	 	CCRE	 	L(24),Def(92),O(4)	 	NAP	 	N	 	NAP	 	NAP	 	NAP
	0.0000%
	 	 	0.0045	%	 	 	0.0040	%	 	 	0.1085	%	 	N	 	CCRE	 	L(24),Def(92),O(4)	 	NAP	 	N	 	NAP	 	NAP	 	NAP
	0.0200%
	 	 	0.0045	%	 	 	0.0040	%	 	 	0.1285	%	 	N	 	CCRE	 	L(28),Def(28),O(4)	 	NAP	 	N	 	NAP	 	NAP	 	NAP
	0.0000%
	 	 	0.0045	%	 	 	0.0040	%	 	 	0.1085	%	 	N	 	CCRE	 	L(49),Def(8),O(3)	 	NAP	 	N	 	NAP	 	NAP	 	NAP
	0.0000%
	 	 	0.0045	%	 	 	0.0040	%	 	 	0.1085	%	 	N	 	CCRE	 	L(24),Def(93),O(3)	 	NAP	 	N	 	NAP	 	NAP	 	NAP
	0.0000%
	 	 	0.0045	%	 	 	0.0040	%	 	 	0.1085	%	 	N	 	CCRE	 	L(29),Def(87),O(4)	 	NAP	 	N	 	NAP	 	NAP	 	NAP
	0.0400%
	 	 	0.0045	%	 	 	0.0040	%	 	 	0.0785	%	 	N	 	CCRE	 	L(25),Def(32),O(3)	 	NAP	 	N	 	NAP	 	NAP	 	NAP
	0.0400%
	 	 	0.0045	%	 	 	0.0040	%	 	 	0.0785	%	 	N	 	CCRE	 	L(25),Def(32),O(3)	 	NAP	 	N	 	NAP	 	NAP	 	NAP
	0.0000%
	 	 	0.0045	%	 	 	0.0040	%	 	 	0.1085	%	 	N	 	CCRE	 	L(49),Def(8),O(3)	 	NAP	 	N	 	NAP	 	NAP	 	NAP
	0.0500%
	 	 	0.0045	%	 	 	0.0040	%	 	 	0.0885	%	 	Y	 	CCRE	 	L(25),Def(32),O(3)	 	NAP	 	N	 	NAP	 	NAP	 	NAP
	0.0000%
	 	 	0.0045	%	 	 	0.0040	%	 	 	0.1085	%	 	N	 	CCRE	 	L(19),GRTR1%orYM(94),O(7)	 	NAP	 	N	 	NAP	 	NAP	 	NAP
	0.0500%
	 	 	0.0045	%	 	 	0.0040	%	 	 	0.0885	%	 	N	 	CCRE	 	L(25),Def(32),O(3)	 	NAP	 	N	 	NAP	 	NAP	 	NAP
	0.0000%
	 	 	0.0045	%	 	 	0.0040	%	 	 	0.1085	%	 	N	 	CCRE	 	L(28),Def(29),O(3)	 	NAP	 	N	 	NAP	 	NAP	 	NAP
	0.0000%
	 	 	0.0045	%	 	 	0.0040	%	 	 	0.1085	%	 	N	 	CCRE	 	L(25),Def(91),O(4)	 	NAP	 	N	 	NAP	 	NAP	 	NAP
	0.0000%
	 	 	0.0045	%	 	 	0.0040	%	 	 	0.1085	%	 	N	 	CCRE	 	L(29),Def(87),O(4)	 	NAP	 	N	 	NAP	 	NAP	 	NAP
	0.0000%
	 	 	0.0045	%	 	 	0.0040	%	 	 	0.1085	%	 	Y	 	CCRE	 	L(47),Def(69),O(4)	 	NAP	 	N	 	NAP	 	NAP	 	NAP
	0.0000%
	 	 	0.0045	%	 	 	0.0040	%	 	 	0.1085	%	 	N	 	CCRE	 	L(49),Def(67),O(4)	 	NAP	 	N	 	NAP	 	NAP	 	NAP
	0.0000%
	 	 	0.0045	%	 	 	0.0040	%	 	 	0.1085	%	 	N	 	CCRE	 	L(47),Def(70),O(3)	 	NAP	 	N	 	NAP	 	NAP	 	NAP
	0.0000%
	 	 	0.0045	%	 	 	0.0040	%	 	 	0.1085	%	 	N	 	CCRE	 	L(49),Def(8),O(3)	 	NAP	 	N	 	NAP	 	NAP	 	NAP
	0.0000%
	 	 	0.0045	%	 	 	0.0040	%	 	 	0.1085	%	 	N	 	CCRE	 	L(25),Def(92),O(3)	 	NAP	 	N	 	NAP	 	NAP	 	NAP
	0.0000%
	 	 	0.0045	%	 	 	0.0040	%	 	 	0.1085	%	 	N	 	CCRE	 	L(24),Def(32),O(4)	 	NAP	 	N	 	NAP	 	NAP	 	NAP
	0.0000%
	 	 	0.0045	%	 	 	0.0040	%	 	 	0.1085	%	 	N	 	CCRE	 	L(29),Def(27),O(4)	 	NAP	 	N	 	NAP	 	NAP	 	NAP
	0.0000%
	 	 	0.0045	%	 	 	0.0040	%	 	 	0.1085	%	 	N	 	CCRE	 	L(26),GRTR1%orYM(30),O(4)	 	NAP	 	N	 	NAP	 	NAP	 	NAP
	0.0000%
	 	 	0.0045	%	 	 	0.0040	%	 	 	0.1085	%	 	N	 	CCRE	 	L(49),Def(8),O(3)	 	NAP	 	N	 	NAP	 	NAP	 	NAP
	0.0000%
	 	 	0.0045	%	 	 	0.0040	%	 	 	0.1085	%	 	N	 	CCRE	 	L(49),Def(68),O(3)	 	NAP	 	N	 	NAP	 	NAP	 	NAP
	0.0000%
	 	 	0.0045	%	 	 	0.0040	%	 	 	0.1085	%	 	Y	 	CCRE	 	L(26),Def(91),O(3)	 	NAP	 	N	 	NAP	 	NAP	 	NAP
	0.0000%
	 	 	0.0045	%	 	 	0.0040	%	 	 	0.1085	%	 	Y	 	CCRE	 	L(49),GRTR1%orYM(67),O(4)	 	NAP	 	N	 	NAP	 	NAP	 	NAP
	0.0000%
	 	 	0.0045	%	 	 	0.0040	%	 	 	0.1085	%	 	N	 	CCRE	 	L(30),Def(86),O(4)	 	NAP	 	N	 	NAP	 	NAP	 	NAP
	0.0000%
	 	 	0.0045	%	 	 	0.0040	%	 	 	0.1085	%	 	N	 	CCRE	 	L(49),Def(7),O(4)	 	NAP	 	N	 	NAP	 	NAP	 	NAP
	0.0000%
	 	 	0.0045	%	 	 	0.0040	%	 	 	0.1085	%	 	N	 	CCRE	 	L(27),Def(89),O(4)	 	NAP	 	N	 	NAP	 	NAP	 	NAP
	0.0000%
	 	 	0.0045	%	 	 	0.0040	%	 	 	0.1085	%	 	N	 	CCRE	 	L(41),Def(15),O(4)	 	NAP	 	N	 	NAP	 	NAP	 	NAP
	0.0000%
	 	 	0.0045	%	 	 	0.0040	%	 	 	0.1085	%	 	N	 	CCRE	 	L(24),Def(93),O(3)	 	NAP	 	N	 	NAP	 	NAP	 	NAP
	0.0000%
	 	 	0.0045	%	 	 	0.0040	%	 	 	0.1085	%	 	N	 	CCRE	 	L(49),Def(68),O(3)	 	NAP	 	N	 	NAP	 	NAP	 	NAP
	0.0000%
	 	 	0.0045	%	 	 	0.0040	%	 	 	0.1085	%	 	N	 	CCRE	 	L(49),Def(66),O(5)	 	NAP	 	N	 	NAP	 	NAP	 	NAP
	0.0000%
	 	 	0.0045	%	 	 	0.0040	%	 	 	0.1085	%	 	N	 	CCRE	 	L(48),Def(69),O(3)	 	NAP	 	N	 	NAP	 	NAP	 	NAP
	0.0000%
	 	 	0.0045	%	 	 	0.0040	%	 	 	0.1085	%	 	N	 	CCRE	 	L(25),GRTR1%orYM(31),O(4)	 	NAP	 	N	 	NAP	 	NAP	 	NAP
	0.0000%
	 	 	0.0045	%	 	 	0.0040	%	 	 	0.1085	%	 	N	 	CCRE	 	L(49),Def(68),O(3)	 	NAP	 	N	 	NAP	 	NAP	 	NAP
	0.0000%
	 	 	0.0045	%	 	 	0.0040	%	 	 	0.1085	%	 	N	 	CCRE	 	L(31),Def(85),O(4)	 	NAP	 	N	 	NAP	 	NAP	 	NAP
	0.0000%
	 	 	0.0045	%	 	 	0.0040	%	 	 	0.1085	%	 	N	 	CCRE	 	L(26),Def(90),O(4)	 	NAP	 	N	 	NAP	 	NAP	 	NAP
	0.0000%
	 	 	0.0045	%	 	 	0.0040	%	 	 	0.1085	%	 	N	 	CCRE	 	L(49),Def(68),O(3)	 	NAP	 	N	 	NAP	 	NAP	 	NAP
	0.0000%
	 	 	0.0045	%	 	 	0.0040	%	 	 	0.1085	%	 	N	 	CCRE	 	L(26),GRTR1%orYM(6),O(4)	 	NAP	 	N	 	NAP	 	NAP	 	NAP
	0.0000%
	 	 	0.0045	%	 	 	0.0040	%	 	 	0.1085	%	 	N	 	CCRE	 	L(49),Def(68),O(3)	 	NAP	 	N	 	NAP	 	NAP	 	NAP
	0.0000%
	 	 	0.0045	%	 	 	0.0040	%	 	 	0.1085	%	 	N	 	CCRE	 	L(24),Def(93),O(3)	 	NAP	 	N	 	NAP	 	NAP	 	NAP
	0.0000%
	 	 	0.0045	%	 	 	0.0040	%	 	 	0.1085	%	 	N	 	CCRE	 	L(49),Def(68),O(3)	 	NAP	 	N	 	NAP	 	NAP	 	NAP
	0.0000%
	 	 	0.0045	%	 	 	0.0040	%	 	 	0.1085	%	 	N	 	CCRE	 	L(37),Def(10),O(13)	 	NAP	 	N	 	NAP	 	NAP	 	NAP
	0.0000%
	 	 	0.0045	%	 	 	0.0040	%	 	 	0.1085	%	 	N	 	CCRE	 	L(49),Def(68),O(3)	 	NAP	 	N	 	NAP	 	NAP	 	NAP
	0.0000%
	 	 	0.0045	%	 	 	0.0040	%	 	 	0.1085	%	 	N	 	CCRE	 	L(49),Def(68),O(3)	 	NAP	 	N	 	NAP	 	NAP	 	NAP







B-2











 








EXHIBIT C




FORM OF REQUEST FOR RELEASE


(for Trustee/Custodian/Certificate Administrator)




Loan Information:

Name of Mortgagor: __________________

Master Servicer Loan No.: __________________

Custodian/Trustee

Name: __________________

Address: __________________

__________________

Custodian/Trustee Mortgage File No.: __________________

[Seller]

Name: __________________

Address: __________________



__________________




			
	Certificates:	 	CFCRE Commercial Mortgage Trust 2011-C2 Commercial Mortgage
 Pass-Through
Certificates, Series 2011-C2, Class [____]




          The undersigned [Master Servicer][Special Servicer] hereby acknowledges that it has received
from Citibank, N.A., as Custodian, for the Certificateholders of CFCRE Commercial Mortgage Trust
2011-C2 Commercial Mortgage Pass-Through Certificates, Series 2011-C2, the documents referred to
below (the “ Documents”). All capitalized terms not otherwise defined in this Request for
Release shall have the meanings given them in the Pooling and Servicing Agreement dated as of
December 11, 2011 (the “ Pooling and Servicing Agreement”), and executed in connection with
the above-referenced transaction.


          ( ) Note dated _________, _____, in the original principal sum of $_____, made by _______,
payable to, or endorsed to the order of, the Trustee.


          ( ) Mortgage recorded on ____________ as instrument no. ________ in the County Recorder’s
Office of the County of _______________, State of _________________ in book/reel/docket ___________
of official records at page/image _______.


          ( ) Deed of trust recorded on __________ as instrument no. ________ in the County Recorder’s
Office of the County of ____________, State of _______ in book/reel/docket ____________ of official
records at page/image.


          ( ) Assignment of Mortgage or deed of trust to the Trustee, recorded on _____________ as
instrument no. _______ in the County Recorder’s Office of the County of _________, State of _______
in book/reel/docket __________ of official records at page/image ____________.




Exhibit C-1









 







          ( ) Other documents, including any amendments, assignments or other assumptions of the Note
or Mortgage.


          ( ) ___________________________


          ( ) ___________________________


          ( ) ___________________________


          ( ) ___________________________


          1) The undersigned [Master Servicer][Special Servicer] hereby acknowledges and agrees as
follows:



     (i) The [Master Servicer][Special Servicer] shall hold and retain possession of the Documents
in trust for the benefit of the Trustee, solely for the purposes provided in the Agreement.



     (ii) The [Master Servicer][Special Servicer] shall not cause or permit the Documents to become
subject to, or encumbered by, any claim, liens, security interest, charges, writs of attachment or
other impositions nor shall the [Master Servicer][Special Servicer] assert or seek to assert any
claims or rights of set-off to or against the Documents or any proceeds thereof.



     (iii) The [Master Servicer][Special Servicer] shall return the Documents to the Custodian when
the need therefor no longer exists, unless the Mortgage Loan relating to the Documents has been
liquidated and the proceeds thereof have been remitted to the Collection Account and except as
expressly provided in the Agreement.



     (iv) The Documents and any proceeds thereof, including any proceeds of proceeds, coming into
the possession or control of the [Master Servicer][Special Servicer] shall at all times be
earmarked for the account of the Trustee, and the [Master Servicer][Special Servicer] shall keep
the Documents and any proceeds separate and distinct from all other property in the [Master
Servicer][Special Servicer]’s possession, custody or control.



	 	 	 	 	 
	 	CITIBANK, N.A.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 	 
	 	Dated:	  	 	 



Exhibit C-2









 






	 	 	 	 	 



EXHIBIT D




FORM OF DISTRIBUTION DATE STATEMENT








	Distribution Date: 1100162011
Determination Date: 11/14/1011
01/17/2012
01/11/2012
CCRE Commercial Mortgage Securities
Commercial Mortgage Pass-Through Certificates
Series 2011-C2
CONTACT INFORMATION CONTENTS
CCRE Commercial Mortgage Securities, L.P.
110 East 59th Street
New York, New York 10022
USA
Depositor
Bank of America, National Association
900 West Trade Street, Suite 650
Charlotte, North Carolina 28255
O
Master Servicer
TriMont Real Estate Advisors, Inc.
3424 Peachtree Road, NE, Suite 2200
Atlanta, Georgia 30326
Operating Advisor
Citibank, N.A.
388 Greenwich Street, 14th Floor
New York City, NY 10013
Certificate Administrator
LNR Partners, LLC
1601 Washington Avenue
Suite 700
Miami Beach, FL 33139
Special Servicer
Distribution Summary 2
Distribution Summary (Factors) 3
Interest Distribution Detail 4
Principal Distribution Detail 5
Reconciliation Detail 6
Stratification Detail 7
Mortgage Loan Detail 10
NOI Detail 12
Delinquency Loan Detail 14
Appraisal Reduction Detail 16
Loan Modification Detail 18
Specially Serviced Loan Detail 20
Unscheduled Principal Detail 22
Liquidated Loan Detail 24
Deal Contact: John Hannon Citibank, N.A.
Agency and Trust
388 Greenwich Street, 14th Floor
New York, NY 10013
john.hannon@citi.com
Tel: (212) 816-5693
Fax: (212) 816-5527
Reports Available at www.sf.citidirect.com Page 1 of 25 © Copyright 2011 Citigroup










 









 












	CCRE Commercial Mortgage Securities
Commercial Mortgage Pass-Through Certificates
Series 2011-C2
Distribution Date: 1111
Determination Date: 11/14/1011
01/17/2012
01/11/2012
Current
Principal
Balance
(13)=(3-8+11-12)
Prior
Principal
Balance
(3)
Realized
Loss
(12)
Deferred
Interest
(11)
Total
Distributed
(10)=(7+8+9)
Principal
Distributed
(8)
Interest
Distributed
(7)
Original
Balance
(2)
Class
(1)
Pass-
Through
Rate
(4)
Distribution Summary
Accrual
Day Count
Fraction
(5)
Accrual
Dates
(6)
DISTRIBUTION IN DOLLARS
PPP and YM
Distributed
Totals 634,509,745.00 632,032,731.58 2,265,138.04 383,745.60 0.00 2,648,883.64 0.00 -109.81
631,649,095.79
Notional Classes
XA 522,677,000.00 520,200,096.39 1.684799% 30/360 10/01 — 10/31 730,360.57 0.00 0.00 730,360.57
0.00 0.00 519,816,350.79
XB 111,832,745.00 111,832,635.19 0.277542% 30/360 10/01 — 10/31 25,865.21 0.00 0.00 25,865.21 0.00
0.00 111,832,744.99
Totals 634,509,745.00 632,032,731.58 756,225.78 0.00 0.00 756,225.78 0.00 0.00 631,649,095.78
***** In prior months, cumulatively $109.81 has been allocated as a Realized Loss to Class NR
to reflect Protective Property Advances. This amount is being reversed and is being applied as an
Interest
Shortfall to Class NR. The resulting $109.81 is being applied as Principal to Class A-1.
Reports Available at www.sf.citidirect.com Page 2 of 25 © Copyright 2011 Citigroup






 









 












	CCRE Commercial Mortgage Securities
Commercial Mortgage Pass-Through Certificates
Series 2011-C2
Distribution Summary (Factors)
Distribution Date: 110000001822/2011
Determination Date: 11/14/1011
01/17/2012
01/11/2012
Principal
Balance
(3/)(2) x 1000
Realized
Loss
(12)/(2) x 1000
Deferred
Interest
(11)/(2) x 1000
Total
Distributed
(10)/(2) x 1000
Principal
Distributed
(8)/(2) x 1000
Interest
Distributed
(7)/(2) x 1000
CUSIP
Class
Current
Principal
Balance
(14)/(2) x 1000
Distribution Summary (Factors)
Record
Date
PER $1,000 OF ORIGINAL BALANCE
PPP and YM
Distributed
(9)/(2) x 1000
A-1 12527EAA6 10/31/2011 922.463496 1.437890 12.012697 0.00 13.450587
Reports Available at www.sf.citidirect.com Page 3 of 25 © Copyright 2011 Citigroup






 









 












	CCRE Commercial Mortgage Securities
Commercial Mortgage Pass-Through Certificates
Series 2011-C2
Distribution Date: 1100k7k000211
Determination Date: 11/14/2011
01/17/2012
01/11/2012
Current
Unpaid
Interest
(13)=(10)-(11)-(12)
Prior
Principal
Balance
(2)
Interest
Distributed
(12)
Deferred
Interest
(11)
Interest
Due
(10)=(6)+(7)+(8)-(9)
Class
(1)
Pass-
Through
Rate
(3)
Accrual
Day Count
Fraction
(5)
Optimal
Accrued
Interest
(6)
Prior
Unpaid
Interest
(7)
Interest on
Prior Unpaid
Interest
(8)
Non-Recov.
Interest
Shortfall
(9)
Next Pass-
Through
Rate
(4)
Interest Distribution Detail
DISTRIBUTION IN DOLLARS
A-1 29,468,096.39 1.87050% 1.87050% 30/360 45,933.40 0.00 0.00 0.00 45,933.40 0.00
Totals 632,032,731.58 2,265,247.91 0.00 0.00 0.00 2,265,247.91 0.00 2,265,138.04 109.87
Notional Classes
XA 520,200,096.39 1.68480% 1.49794% 30/360 730,360.57 0.00 0.00 0.00 730,360.57 0.00 730,360.57
0.00
XB 111,832,635.19 0.27754% 0.21973% 30/360 25,865.21 0.00 0.00 0.00 25,865.21 0.00 25,865.21 0.00
Totals 632,032,731.58 756,225.78 0.00 0.00 0.00 756,225.78 0.00 756,225.78 0.00
Reports Available at www.sf.citidirect.com Page 4 of 25 © Copyright 2011 Citigroup






 









 












	CCRE Commercial Mortgage Securities




	Commercial Mortgage Pass-Through Certificates




	Series 2011-C2




	Distribution Date: 110108/2011
Determination Date: 11/14/2011




	01/17/2012
01/11/2012




	Principal Distribution Detail




	Distribution Date: 110108/2011
Determination Date: 11/14/2011




	01/17/2012
01/11/2012




	Principal Distribution Detail




	DISTRIBUTION IN DOLLARS




	Cumulative
Realized




	Loss
(10)




	Current
Principal




	Balance
(9)=(3)-(4)-(5)+(6)-(7)+(8)




	Current
Principal




	Recoveries
(8)




	Current
Realized




	Loss
(7)




	Accreted
Principal




	(6)
Scheduled




	Principal
Distribution




	(4)
Prior




	Principal
Balance




	(3)
Class




	(1)
Original




	Balance
(2)




	Original
Class




	(%)
(11)




	Current
Class




	(%)
(12)




	Current
Credit




	Support
(14)




	Unscheduled
Principal




	Distribution
(5)




	Original
Credit




	Support
(13)




	A-1 31,945,000.00 29,468,096.39 383,635.79 109.81 0.00 0.00 0.00 29,084,350.79 0.00 5.03% 4.60%
17.63% 17.70%




	A-2 304,661,000.00 304,661,000.00 0.00 0.00 0.00 0.00 0.00 304,661,000.00 0.00 48.02% 48.23% 17.63%
17.70%




	A-3 32,485,000.00 32,485,000.00 0.00 0.00 0.00 0.00 0.00 32,485,000.00 0.00 5.12% 5.14% 17.63%
17.70%




	A-4 153,586,000.00 153,586,000.00 0.00 0.00 0.00 0.00 0.00 153,586,000.00 0.00 24.21% 24.32% 17.63%
17.70%




	B 16,656,000.00 16,656,000.00 0.00 0.00 0.00 0.00 0.00 16,656,000.00 0.00 2.63% 2.64% 15.00% 15.07%
C 19,036,000.00 19,036,000.00 0.00 0.00 0.00 0.00 0.00 19,036,000.00 0.00 3.00% 3.01% 12.00% 12.05%




	D 14,276,000.00 14,276,000.00 0.00 0.00 0.00 0.00 0.00 14,276,000.00 0.00 2.25% 2.26% 9.75% 9.79%
E 26,967,000.00 26,967,000.00 0.00 0.00 0.00 0.00 0.00 26,967,000.00 0.00 4.25% 4.27% 5.50% 5.52%




	F 7,931,000.00 7,931,000.00 0.00 0.00 0.00 0.00 0.00 7,931,000.00 0.00 1.25% 1.26% 4.25% 4.27%
G 7,931,000.00 7,931,000.00 0.00 0.00 0.00 0.00 0.00 7,931,000.00 0.00 1.25% 1.26% 3.00% 3.01%




	NR 19,035,745.00 19,035,635.19 0.00 0.00 0.00 (109.81) 0.00 19,035,745.00 0.00 3.00% 3.01% 0.00%
0.00%




	R 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00% 0.00% 0.00% 0.00%
Totals 634,509,745.00 632,032,731.58 383,635.79 109.81 0.00 (109.81) 0.00 631,649,095.79 0.00
100.00% 100.00%




	Reports Available at www.sf.citidirect.com Page 5 of 25 © Copyright 2011 Citigroup






 









 












	CCRE Commercial Mortgage Securities




	Commercial Mortgage Pass-Through Certificates




	Series 2011-C2




	Distribution Date: 11/0000000000018/2011
Determination Date: 11/14/2011




	01/17/2012
01/11/2012




	Interest Funds Available
Scheduled Interest 0.00




	Prepayment Interest Excess/(Shortfall) 0.00
Excess Interest (for ARD Loan) 0.00




	Interest Adjustments 0.00
Total Interest Funds Available: 0.00




	Principal Funds Available
Scheduled Principal 0.00




	Curtailments 0.00
Principal Prepayments 0.00




	Net Liquidation Proceeds 0.00
Repurchased Principal 0.00




	Nonrecoverable Principal Advance 0.00
Substitution Principal 0.00




	Other Principal 0.00
Total Principal Funds Available: 0.00




	Other Funds Available
Prepayment Penalties 0.00




	Yield Maintenance Charges 0.00
Other Charges 0.00




	Total Other Funds Available: 0.00
Total Funds Available 0.00




	Scheduled Fees
Servicing Fee 0.00




	Certificate Administrator Fee 0.00
Operating Advisor Fee 0.00




	Total Scheduled Fees: 0.00
Additional Fees, Expenses, etc.




	Special Servicing Fee 0.00
Workout Fee 0.00




	Liquidation Fee 0.00
Extraordinary Trust Fund Expenses 0.00




	ASER Amount 0.00
Reimbursement for Interest on Advances 0.00




	Other Expenses 0.00
Total Additional Fees, Expenses, etc.: 0.00




	Distribution to Certificateholders
Interest Distribution 0.00




	Principal Distribution 0.00
Yield Maintenance Distribution 0.00




	Prepayment Penalties Distribution 0.00
Total Distribution to Certificateholders: 0.00




	Total Funds Allocated 0.00




	Reconciliation Detail




	SOURCE OF FUNDS ALLOCATION OF FUNDS




	Reports Available at www.sf.citidirect.com Page 6 of 25 © Copyright 2011 Citigroup






 









 












	CCRE Commercial Mortgage Securities




	Commercial Mortgage Pass-Through Certificates




	Series 2011-C2




	Distribution Date: 118/2011
Determination Date: 11/14/2011




	01/17/2012
01/11/2012




	State




	Wtd Avg
WAC WAM DSCR




	% of Agg
Balance




	Ending Sched
Balance




	# of
Loans




	State
Alabama 1 14,298,224.38 2.26 6.1160 112 1.370000




	California 2 53,755,786.98 8.51 5.7543 65 0.336450
District of Columbia 1 9,932,498.49 1.57 6.3120 112 1.890000




	Delaware 1 11,086,038.76 1.76 5.6510 53 0.000000
Florida 1 8,193,376.22 1.30 5.6880 113 1.580000




	Georgia 6 62,840,913.52 9.95 6.0454 86 0.688719
Kentucky 1 21,171,995.93 3.35 5.0127 53 2.000000




	North Carolina 1 17,542,815.89 2.78 5.8700 111 0.000000
North Dakota 1 8,939,239.16 1.42 5.7625 113 0.000000




	New Mexico 1 25,842,024.68 4.09 6.2280 113 0.000000
Nevada 1 8,447,806.41 1.34 6.7045 112 0.000000




	New York 8 96,036,521.35 15.20 6.1082 85 0.095014
Ohio 1 8,443,091.38 1.34 5.8000 113 1.710000




	Pennsylvania 1 9,939,303.35 1.57 6.2325 77 0.000000
Texas 7 84,026,845.65 13.30 6.1178 103 0.247065




	Utah 1 19,027,613.64 3.01 6.0070 113 0.350000
Various 3 172,125,000.00 27.25 4.6942 50 0.000000




	Totals 38 631,649,095.79 100.00 5.6371 80 0.326128




	Ending Scheduled Balance




	Ending Sched
Balance




	Wtd Avg
WAC WAM DSCR




	% of Agg
Balance




	Ending Sched
Balance




	# of
Loans




	1 to 5,000,000 6 22,905,950.19 3.63 5.7042 70 0.499309
5,000,001 to 10,000,000 11 91,957,463.46 14.56 6.1157 95 0.501924




	10,000,001 to 15,000,000 8 98,959,420.74 15.67 5.9366 88 1.004475
15,000,001 to 20,000,000 6 105,504,073.36 16.70 5.9256 102 0.063122




	20,000,001 to 25,000,000 1 21,171,995.93 3.35 5.0127 53 2.000000
25,000,001 to 30,000,000 1 25,842,024.68 4.09 6.2280 113 0.000000




	30,000,001 to 35,000,000 0 0.00 0.00 0.0000 0 0.000000
35,000,001 to 40,000,000 0 0.00 0.00 0.0000 0 0.000000




	40,000,001 to 45,000,000 2 83,378,928.64 13.20 5.2959 52 0.000000
45,000,001 to 50,000,000 0 0.00 0.00 0.0000 0 0.000000




	50,000,001 to 55,000,000 1 52,075,035.79 8.24 6.7390 110 0.000000
55,000,001 to 60,000,000 0 0.00 0.00 0.0000 0 0.000000




	60,000,001 to 65,000,000 1 63,400,000.00 10.04 4.4895 49 0.000000
65,000,001 to 70,000,000 1 66,454,203.00 10.52 4.6765 49 0.000000




	Totals 38 631,649,095.79 100.00 5.6371 80 0.326128




	Stratification Detail




	Reports Available at www.sf.citidirect.com Page 7 of 25 © Copyright 2011 Citigroup






 









 












	CCRE Commercial Mortgage Securities




	Commercial Mortgage Pass-Through Certificates




	Series 2011-C2




	Distribution Date: 11/011
Determination Date: 11/14/2011




	01/17/2012
01/11/2012




	Stratification Detail




	Seasoning




	Seasoning
Wtd Avg




	WAC WAM DSCR
% of Agg




	Balance
Ending Sched




	Balance
# of




	Loans
12 Months or Less 38 631,649,095.79 100.00 5.6371 80 0.326128




	13 to 24 Months 0 0.00 0.00 0.0000 0 0.000000
25 to 36 Months 0 0.00 0.00 0.0000 0 0.000000




	37 to 48 Months 0 0.00 0.00 0.0000 0 0.000000
49 Months or Greater 0 0.00 0.00 0.0000 0 0.000000




	Totals 38 631,649,095.79 100.00 5.6371 80 0.326128




	Property Type




	Wtd Avg
WAC WAM DSCR




	% of Agg
Balance




	Ending Sched
Balance




	# of
Loans




	Property
Type




	Multifamily 17 143,108,875.17 22.66 5.8372 88 0.790091
Retail 7 129,728,703.60 20.54 6.2360 98 0.525588




	Mobile Home Park 1 11,086,038.76 1.76 5.6510 53 0.000000
Office 9 281,952,865.40 44.64 5.1819 64 0.023620




	Mixed Use 2 43,207,996.24 6.84 5.8074 89 0.000000
Self Storage 2 22,564,616.62 3.57 6.2812 111 0.801527




	Totals 38 631,649,095.79 100.00 5.6371 80 0.326128




	Debt Service Coverage Ratio




	Debt Service
Coverage Ratio




	Wtd Avg
WAC WAM DSCR




	% of Agg
Balance




	Ending Sched
Balance




	# of
Loans




	1.0000 or Less 29 528,285,900.42 83.64 5.6158 78 0.037847
1.000 to 1.250 0 0.00 0.00 0.0000 0 0.000000




	1.250 to 1.500 2 26,945,879.72 4.27 6.2265 112 1.398162
1.500 to 1.750 2 16,636,467.60 2.63 5.7448 113 1.645976




	1.750 to 2.000 4 44,780,848.05 7.09 5.5090 81 1.943833
2.000 to 2.250 0 0.00 0.00 0.0000 0 0.000000




	2.250 to 2.500 1 15,000,000.00 2.37 5.5915 49 2.260000
Totals 38 631,649,095.79 100.00 5.6371 80 0.326128




	Loan Rate




	Loan
Rate (%)




	Wtd Avg
WAC WAM DSCR




	% of Agg
Balance




	Ending Sched
Balance




	# of
Loans




	4.00 or Less 0 0.00 0.00 0.0000 0 0.000000
4.01 to 4.25 0 0.00 0.00 0.0000 0 0.000000




	4.26 to 4.50 1 63,400,000.00 10.04 4.4895 49 0.000000
4.51 to 4.75 1 66,454,203.00 10.52 4.6765 49 0.000000




	4.76 to 5.00 0 0.00 0.00 0.0000 0 0.000000
5.01 to 5.25 3 80,808,764.49 12.79 5.0574 53 0.524002




	5.26 to 5.50 4 19,913,362.36 3.15 5.3911 50 0.259625
5.51 to 5.75 7 94,104,402.51 14.90 5.6059 58 0.539830




	5.76 to 6.00 5 57,437,448.29 9.09 5.8325 112 0.735847
6.01 to 6.25 9 136,779,152.25 21.65 6.1571 107 0.191902




	6.26 to 6.50 4 35,267,903.68 5.58 6.3573 104 1.110667
6.51 to 6.75 3 71,903,338.35 11.38 6.7053 110 0.000000




	6.76 to 7.00 1 5,580,520.86 0.88 6.8430 110 0.000000
7.01 or Greater 0 0.00 0.00 0.0000 0 0.000000




	Totals 38 631,649,095.79 100.00 5.6371 80 0.326128
Reports Available at www.sf.citidirect.com Page 8 of 25 © Copyright 2011 Citigroup






 









 












	CCRE Commercial Mortgage Securities




	Commercial Mortgage Pass-Through Certificates




	Series 2011-C2




	Distribution Date: 111
Determination Date: 11/14/2011




	01/17/2012
01/11/2012




	Stratification Detail




	Anticipated Remaining Term




	Anticipated
Remaining Term




	Wtd Avg
WAC WAM DSCR




	% of Agg
Balance




	Ending Sched
Balance




	# of
Loans




	60 Months or Less 14 315,992,557.15 50.03 5.0389 51 0.257645
61 to 90 Months 4 24,590,204.99 3.89 6.1414 76 0.160830




	91 Months or Greater 20 291,066,333.65 46.08 6.2440 112 0.414441
Totals 38 631,649,095.79 100.00 5.6371 80 0.326128




	Remaining Amortization Term




	Remaining
Amortization Term




	Wtd Avg
WAC WAM DSCR




	% of Agg
Balance




	Ending Sched
Balance




	# of
Loans




	240 Months or Less 0 0.00 0.00 0.0000 0 0.000000
241 to 270 Months 0 0.00 0.00 0.0000 0 0.000000




	271 to 300 Months 2 17,273,391.41 2.73 5.8389 52 0.000000
301 Months or Greater 36 614,375,704.38 97.27 5.6315 81 0.335298




	Totals 38 631,649,095.79 100.00 5.6371 80 0.326128
Reports Available at www.sf.citidirect.com Page 9 of 25 © Copyright 2011 Citigroup






 









 












	CCRE Commercial Mortgage Securities




	Commercial Mortgage Pass-Through Certificates




	Series 2011-C2




	Distribution Date: 11//2011
Determination Date: 11/14/2011




	01/17/2012
01/11/2012




	Mortgage Loan Detail




	Loan OMCR
Prop




	Type
(1) City State




	Interest
Payment




	Principal
Payment




	Gross
Coupon




	Maturity
Date




	Neg
Am




	Flag
Beginning




	Scheduled
Balance




	Ending
Scheduled




	Balance
Paid




	Through
Date




	Apprasial
Reduction




	Date
Apprasial




	Reduction
Amount




	Workout
Strategy




	(3)
Mod




	Type
(4)




	Payment
Status




	(2)
030285094 001 OF Various XX 267,610.15 0.00 4.67700% 12/11/15 N 66,454,203.00 66,454,203.00
11/11/11 Not Applicable 0.00 0 0 0 030285058 002 OF Various XX 245,101.76 0.00 4.49000% 12/11/15 N
63,400,000.00 63,400,000.00 11/11/11 Not Applicable 0.00 0 0 0 030285061 003 RT Kingston NY
302,411.76 37,718.45 6.73900% 1/11/21 N 52,112,754.24 52,075,035.79 11/11/11 Not Applicable 0.00 0
0 0 030285095 004 OF Various XX 183,051.22 0.00 5.02900% 4/11/16 N 42,270,797.00 42,270,797.00
11/11/11 Not Applicable 0.00 0 0 0 030285071 005 OF Los Angeles CA 197,380.59 40,090.77 5.57100%
2/11/16 N 41,148,222.41 41,108,131.64 11/11/11 Not Applicable 0.00 0 0 0 030285084 006 MU Santa Fe
NM 138,703.46 21,011.18 6.22800% 4/11/21 N 25,863,035.86 25,842,024.68 11/11/11 Not Applicable 0.00
0 0 0 030285090 007 RT Louisville KY 91,461.75 16,997.96 5.01300% 4/11/16 N 21,188,993.89
21,171,995.93 11/11/11 Not Applicable 0.00 0 0 0 030285083 008 OF Salt Lake City UT 98,508.82
16,391.30 6.00700% 4/11/21 N 19,044,004.94 19,027,613.64 11/11/11 Not Applicable 0.00 0 0 0
030285072 009 MF Fayetteville NC 88,754.39 15,891.24 5.87000% 2/11/21 N 17,558,707.13 17,542,815.89
11/11/11 Not Applicable 0.00 0 0 0 030285069 010 RT Irving TX 93,323.59 14,388.18 6.22500% 2/11/21
N 17,409,764.54 17,395,376.36 11/11/11 Not Applicable 0.00 0 0 0 030285082 011 MU New York NY
77,566.09 18,328.42 5.18200% 4/11/16 N 17,384,299.98 17,365,971.56 11/11/11 Not Applicable 0.00 0 0
0 030285076 012 OF Decatur GA 93,471.43 14,170.98 6.24100% 3/11/21 N 17,394,033.77 17,379,862.79
11/11/11 Not Applicable 0.00 0 0 0 030285091 013 OF Dallas TX 87,197.11 14,398.72 6.02500% 4/11/21
N 16,806,831.84 16,792,433.12 11/11/11 Not Applicable 0.00 0 0 0 030285060 014 MF Hinesville GA
72,223.54 0.00 5.59200% 12/11/15 N 15,000,000.00 15,000,000.00 11/11/11 Not Applicable 0.00 0 0 0
030285078 015 MF Birmingham AL 75,365.84 12,046.29 6.11600% 3/11/21 N 14,310,270.67 14,298,224.38
11/11/11 Not Applicable 0.00 0 0 0 030285068 016 SS Thousand Oaks CA 69,229.76 10,117.79 6.35200%
1/11/21 N 12,657,773.13 12,647,655.34 11/11/11 Not Applicable 0.00 0 0 0 030285093 017 MF Various
TX 57,820.06 11,559.73 5.57400% 4/11/16 N 12,046,263.98 12,034,704.25 11/11/11 Not Applicable 0.00
0 0 0 030285063 018 RT Kennesaw GA 58,756.73 10,520.50 5.88400% 1/11/21 N 11,596,468.73
11,585,948.23 11/11/11 Not Applicable 0.00 0 0 0 030285059 019 RT Irving TX 64,265.92 11,001.21
6.55200% 1/11/21 N 11,391,497.36 11,380,496.15 11/11/11 Not Applicable 0.00 0 0 0 030285085 020 MH
Newark DE 54,022.94 15,768.48 5.65100% 4/11/16 N 11,101,807.24 11,086,038.76 11/11/11 Not
Applicable 0.00 0 0 0 030285088 021 MF Universal City TX 54,620.62 9,922.21 5.80000% 4/11/21 N
10,936,275.84 10,926,353.63 11/11/11 Not Applicable 0.00 0 0 0 030285089 022 OF Canonsburg PA
53,386.32 8,071.63 6.23300% 4/11/18 N 9,947,374.98 9,939,303.35 11/11/11 Not Applicable 0.00 0 0 0
030285077 023 RT Washington DC 54,029.63 7,945.89 6.31200% 3/11/21 N 9,940,444.38 9,932,498.49
11/11/11 Not Applicable 0.00 0 0 0 030285080 024 SS Various TX 52,917.08 8,274.67 6.19200% 2/11/21
N 9,925,235.95 9,916,961.28 11/11/11 Not Applicable 0.00 0 0 0 030285086 025 MF Fargo ND 44,398.53
8,194.52 5.76300% 4/11/21 N 8,947,433.68 8,939,239.16 11/11/11 Not Applicable 0.00 0 0 0
Reports Available at www.sf.citidirect.com Page 10 of 25 © Copyright 2011 Citigroup






 









 












	CCRE Commercial Mortgage Securities




	Commercial Mortgage Pass-Through Certificates




	Series 2011-C2




	Distribution Date: 11//2011
Determination Date: 11/14/2011




	01/17/2012
01/11/2012




	Mortgage Loan Detail




	Loan OMCR
Prop




	Type
(1) City State




	Interest
Payment




	Principal
Payment




	Gross
Coupon




	Maturity
Date




	Neg
Am




	Flag
Beginning




	Scheduled
Balance




	Ending
Scheduled




	Balance
Paid




	Through
Date




	Apprasial
Reduction




	Date
Apprasial




	Reduction
Amount




	Workout
Strategy




	(3)
Mod




	Type
(4)




	Payment
Status




	(2)
030285087 026 MF Reynoldsburg OH 42,206.84 7,667.17 5.80000% 4/11/21 N 8,450,758.55 8,443,091.38
11/11/11 Not Applicable 0.00 0 0 0 030285075 027 MF Reno NV 48,806.91 6,067.09 6.70500% 3/11/21 N
8,453,873.50 8,447,806.41 11/11/11 Not Applicable 0.00 0 0 0 030285067 028 MF Bronx NY 39,212.16
8,571.03 5.41000% 1/11/16 N 8,417,134.69 8,408,563.66 11/11/11 Not Applicable 0.00 0 0 0 030285092
029 MF Hialeah FL 40,168.63 7,651.69 5.68800% 4/11/21 N 8,201,027.91 8,193,376.22 11/11/11 Not
Applicable 0.00 0 0 0 030285074 030 MF Norcross GA 43,683.36 0.00 6.36600% 3/11/18 N 7,968,750.00
7,968,750.00 11/11/11 Not Applicable 0.00 0 0 0 030285070 031 RT Cumming GA 32,946.10 8,094.15
6.17600% 2/11/16 N 6,195,446.80 6,187,352.65 11/11/11 Not Applicable 0.00 0 0 0 030285064 032 OF
The Woodlands TX 32,906.81 3,925.24 6.84300% 1/11/21 N 5,584,446.10 5,580,520.86 11/11/11 Not
Applicable 0.00 0 0 0 030285079 033 MF Marietta GA 26,244.53 3,633.59 6.45400% 3/11/21 N
4,722,633.44 4,718,999.85 11/11/11 Not Applicable 0.00 0 0 0 030285065 034 MF Bronx NY 20,759.38
4,537.60 5.41000% 1/11/16 N 4,456,130.18 4,451,592.58 11/11/11 Not Applicable 0.00 0 0 0 030285066
035 MF Bronx NY 20,067.40 4,386.35 5.41000% 1/11/16 N 4,307,592.47 4,303,206.12 11/11/11 Not
Applicable 0.00 0 0 0 030285062 036 MF New York NY 20,807.98 3,961.48 5.73800% 1/11/18 N
4,211,242.13 4,207,280.65 10/11/11 Not Applicable 0.00 B 0 0 030285073 037 MF New York NY 12,486.76
0.00 5.27300% 3/11/16 N 2,750,000.00 2,750,000.00 11/11/11 Not Applicable 0.00 0 0 0 030285081 038
MF New York NY 12,239.99 2,330.28 5.73800% 1/11/18 N 2,477,201.27 2,474,870.99 10/11/11 Not
Applicable 0.00 B 0 0 Totals 38 3,068,115.94 383,635.79 632,032,731.58 631,649,095.79 0.00




	(2) Payment Status
A. In Grace Period




	B. Late, but less than 30 Days
0. Current




	1. 30-59 Days Delinquent
2. 60-89 Days Delinquent




	3. 90+ Days Delinquent
4. Performing Matured Balloon




	5. Non Performing Matured Balloon
98. Not Provided By Servicer




	(3) Workout Strategy
1. Modification




	2. Foreclosure
3. Bankruptcy




	4. Extension
5. Note Sale




	6. DPO
9. Pending Return to Master Servicer




	10. Deed In Lieu of Foreclosure
11. Full Payoff




	12. Reps and Warranties
13. Other or TBD




	98. Not Provided By Servicer
(4) Modification Type




	1. Maturity Date Extension
2. Amortization Change




	3. Principal Write-Off
4. Blank (formerly Combination)




	5. Temporary Rate Reduction
6. Capitalization of Interest




	7. Capitalization of Taxes
8. Other




	9. Combination
MF = Multifamily




	RT = Retail
HC = HealthCare




	IN = Industrial
WH = Warehouse




	MH = Mobile Home Park
OF = Office




	MU = Mixed Use
LO = Lodging




	SS = Self Storage
OT = Other




	SE = Securities
CH = Cooperative Housing




	N/A = Not Available
(1) Property Type




	Reports Available at www.sf.citidirect.com Page 11 of 25 © Copyright 2011 Citigroup






 









 












	CCRE Commercial Mortgage Securities




	Commercial Mortgage Pass-Through Certificates




	Series 2011-C2




	Distribution Date: 11/18/2011
Determination Date: 11/14/1011




	01/17/2012
01/11/2012




	NOI Detail




	Loan
Number OMCR




	Property
Type




	(1) City State
Ending




	Scheduled
Balance




	Most
Recent




	Fiscal NOI
Most




	Recent
NOI




	Most Recent
NOI




	Start Date
Most Recent




	NOI
End Date




	030285094 001 OF Various XX 66,454,203.00 0.00 0.00 Not Available Not Available
030285058 002 OF Various XX 63,400,000.00 0.00 0.00 Not Available Not Available




	030285061 003 RT Kingston NY 52,075,035.79 0.00 0.00 Not Available Not Available
030285095 004 OF Various XX 42,270,797.00 0.00 0.00 Not Available Not Available




	030285071 005 OF Los Angeles CA 41,108,131.64 0.00 0.00 Not Available Not Available
030285084 006 MU Santa Fe NM 25,842,024.68 0.00 0.00 Not Available Not Available




	030285090 007 RT Louisville KY 21,171,995.93 0.00 0.00 Not Available Not Available
030285083 008 OF Salt Lake City UT 19,027,613.64 0.00 0.00 Not Available Not Available




	030285072 009 MF Fayetteville NC 17,542,815.89 0.00 0.00 Not Available Not Available
030285069 010 RT Irving TX 17,395,376.36 0.00 0.00 Not Available Not Available




	030285082 011 MU New York NY 17,365,971.56 0.00 0.00 Not Available Not Available
030285076 012 OF Decatur GA 17,379,862.79 0.00 0.00 Not Available Not Available




	030285091 013 OF Dallas TX 16,792,433.12 0.00 0.00 Not Available Not Available
030285060 014 MF Hinesville GA 15,000,000.00 0.00 0.00 Not Available Not Available




	030285078 015 MF Birmingham AL 14,298,224.38 0.00 0.00 Not Available Not Available
030285068 016 SS Thousand Oaks CA 12,647,655.34 0.00 0.00 Not Available Not Available




	030285093 017 MF Various TX 12,034,704.25 0.00 0.00 Not Available Not Available
030285063 018 RT Kennesaw GA 11,585,948.23 0.00 0.00 Not Available Not Available




	030285059 019 RT Irving TX 11,380,496.15 0.00 0.00 Not Available Not Available
030285085 020 MH Newark DE 11,086,038.76 0.00 0.00 Not Available Not Available




	030285088 021 MF Universal City TX 10,926,353.63 0.00 0.00 Not Available Not Available
030285089 022 OF Canonsburg PA 9,939,303.35 0.00 0.00 Not Available Not Available




	030285077 023 RT Washington DC 9,932,498.49 0.00 0.00 Not Available Not Available
030285080 024 SS Various TX 9,916,961.28 0.00 0.00 Not Available Not Available




	Reports Available at www.sf.citidirect.com Page 12 of 25 © Copyright 2011 Citigroup






 









 












	CCRE Commercial Mortgage Securities




	Commercial Mortgage Pass-Through Certificates




	Series 2011-C2




	Distribution Date: 11/18/2011
Determination Date: 11/14/2011




	01/17/2012
01/11/2012




	NOI Detail




	Loan
Number OMCR




	Property
Type




	(1) City State
Ending




	Scheduled
Balance




	Most
Recent




	Fiscal NOI
Most




	Recent
NOI




	Most Recent
NOI




	Start Date
Most Recent




	NOI
End Date




	030285086 025 MF Fargo ND 8,939,239.16 0.00 0.00 Not Available Not Available
030285087 026 MF Reynoldsburg OH 8,443,091.38 0.00 0.00 Not Available Not Available




	030285075 027 MF Reno NV 8,447,806.41 0.00 0.00 Not Available Not Available
030285067 028 MF Bronx NY 8,408,563.66 0.00 0.00 Not Available Not Available




	030285092 029 MF Hialeah FL 8,193,376.22 0.00 0.00 Not Available Not Available
030285074 030 MF Norcross GA 7,968,750.00 0.00 0.00 Not Available Not Available




	030285070 031 RT Cumming GA 6,187,352.65 0.00 0.00 Not Available Not Available
030285064 032 OF The Woodlands TX 5,580,520.86 0.00 0.00 Not Available Not Available




	030285079 033 MF Marietta GA 4,718,999.85 0.00 0.00 Not Available Not Available
030285065 034 MF Bronx NY 4,451,592.58 0.00 0.00 Not Available Not Available




	030285066 035 MF Bronx NY 4,303,206.12 0.00 0.00 Not Available Not Available
030285062 036 MF New York NY 4,207,280.65 0.00 0.00 Not Available Not Available




	030285073 037 MF New York NY 2,750,000.00 0.00 0.00 Not Available Not Available
030285081 038 MF New York NY 2,474,870.99 0.00 0.00 Not Available Not Available




	Totals 38 631,649,095.79
(1) Property Type




	MF = Multifamily
RT = Retail




	HC = HealthCare
IN = Industrial




	WH = Warehouse
MH = Mobile Home Park




	OF = Office
MU = Mixed Use




	LO = Lodging
SS = Self Storage




	OT = Other
SE = Securities




	CH = Cooperative Housing
N/A = Not Available




	Reports Available at www.sf.citidirect.com Page 13 of 25 © Copyright 2011 Citigroup






 









 












	CCRE Commercial Mortgage Securities




	Commercial Mortgage Pass-Through Certificates




	Series 2011-C2




	Distribution Date: 11/18/2011
Determination Date: 11/14/2011




	01/17/2012
01/11/2012




	Delinquency Loan Detail




	Loan
Number OMCR




	# of Months
Delinq




	Actual
Principal




	Balance
Paid




	Through
Date




	Current P&I
Advances




	(Net of ASER)
Total P&I




	Advances
Outstanding




	Cumulative
Accrued Unpaid




	Interest Advances
Other Expense




	Advances
Outstanding




	Payment
Status




	(1)
Workout




	Strategy
(2)




	Most Recent
Special Serv




	Transfer Date
Foreclosure




	Date
Bankruptcy




	Date
REO




	Date
030285062 036 <1 4,211,242.13 10/11/11 24,769.46 24,479.35 0.00 0.00 B 0




	030285081 038 <1 2,477,201.27 10/11/11 14,570.27 14,399.62 0.00 0.00 B 0
Totals




	(1) Payment Status (2) Workout Strategy
6,688,443.40 39,339.73 38,878.97 0.00 0.00




	A. In Grace Period
B. Late, but less than 30 Days




	0. Current
1. 30-59 Days Delinquent




	2. 60-89 Days Delinquent
3. 90+ Days Delinquent




	4. Performing Matured Balloon
5. Non-Performing Matured Balloon




	98. Not Provided By Servicer
1. Modification




	2. Foreclosure
3. Bankruptcy




	4. Extension
5. Note Sale




	6. DPO
9. Pending Return to Master Servicer




	10. Deed In Lieu of Foreclosure
11. Full Payoff




	12. Reps and Warranties
13. Other or TBD




	98. Not Provided By Servicer
Reports Available at www.sf.citidirect.com Page 14 of 25 © Copyright 2011 Citigroup






 









 












	CCRE Commercial Mortgage Securities




	Commercial Mortgage Pass-Through Certificates




	Series 2011-C2




	Distribution Date: 1182011
Determination Date: 11/14/2011




	01/17/2012
01/11/2012




	Historical Delinquency Information




	REO
End Sched Bal #




	Distribution Less Than 1 Month 1 Month 2 Months 3+ Months Bankruptcy Foreclosure
Date




	End Sched Bal # End Sched Bal # End Sched Bal # End Sched Bal # End Sched Bal # End Sched Bal #
0.0%




	2 0 0 0
5.3%




	0 0 0.00
0.0% 0.0% 0.0% 0.000%




	0
0.0%




	0.00
0.0% 0.000%




	0.00
0.000%




	0.00
0.000%




	0.00
0.000%




	0.00
0.000%




	6,682,151.64
1.058%




	11/18/2011
0.0%




	7 0 0 0
18.4%




	0 0 0.00
0.0% 0.0% 0.0% 0.000%




	0
0.0%




	0.00
0.0% 0.000%




	0.00
0.000%




	0.00
0.000%




	0.00
0.000%




	0.00
0.000%




	60,834,143.84
9.625%




	10/17/2011
0.0%




	0 0 0 0
0.0%




	0 0 0.00
0.0% 0.0% 0.0% 0.000%




	0
0.0%




	0.00
0.0% 0.000%




	0.00
0.000%




	0.00
0.000%




	0.00
0.000%




	0.00
0.000%




	0.00
0.000%




	09/16/2011
0.0%




	0 0 0 0
0.0%




	0 0 0.00
0.0% 0.0% 0.0% 0.000%




	0
0.0%




	0.00
0.0% 0.000%




	0.00
0.000%




	0.00
0.000%




	0.00
0.000%




	0.00
0.000%




	0.00
0.000%




	08/17/2011
0.0%




	1 0 0 0
2.6%




	0 0 0.00
0.0% 0.0% 0.0% 0.000%




	0
0.0%




	0.00
0.0% 0.000%




	0.00
0.000%




	0.00
0.000%




	0.00
0.000%




	0.00
0.000%




	10,967,485.24
1.732%




	07/15/2011
0.0%




	0 0 0 0
0.0%




	0 0 0.00
0.0% 0.0% 0.0% 0.000%




	0
0.0%




	0.00
0.0% 0.000%




	0.00
0.000%




	0.00
0.000%




	0.00
0.000%




	0.00
0.000%




	0.00
0.000%




	06/17/2011
0.0%




	0 0 0 0
0.0%




	0 0 0.00
0.0% 0.0% 0.0% 0.000%




	0
0.0%




	0.00
0.0% 0.000%




	0.00
0.000%




	0.00
0.000%




	0.00
0.000%




	0.00
0.000%




	0.00
0.000%




	05/17/2011
Reports Available at www.sf.citidirect.com Page 15 of 25 © Copyright 2011 Citigroup






 









 












	CCRE Commercial Mortgage Securities




	Commercial Mortgage Pass-Through Certificates




	Series 2011-C2




	Distribution Date: 11//
Determination Date: 11/14/2011




	01/17/2012
01/11/2012




	There is no appraisal reduction activity for the current distribution period.




	Appraisal Reduction Detail




	Loan Number OMCR
Cumulative




	ASER Amount
Most Recent




	ASER Amount
Appraisal




	Reduction Date
Appraisal




	Property Name Reduction Amount
Totals




	Reports Available at www.sf.citidirect.com Page 16 of 25 © Copyright 2011 Citigroup






 









 












	CCRE Commercial Mortgage Securities




	Commercial Mortgage Pass-Through Certificates




	Series 2011-C2




	Distribution Date: 11/18/2011
Determination Date: 11/14/2011




	01/17/2012
01/11/2012




	Historical Appraisal Reduction Detail




	Loan
Number OMCR




	Cumulative
ASER Amount




	Most Recent
ASER Amount




	Appraisal
Reduction Date




	Appraisal
Property Name Reduction Amount




	Distribution
Date




	There is no historical appraisal reduction activity.




	Totals
Reports Available at www.sf.citidirect.com Page 17 of 25 © Copyright 2011 Citigroup






 









 












	CCRE Commercial Mortgage Securities




	Commercial Mortgage Pass-Through Certificates




	Series 2011-C2




	Distribution Date: 11//2011
Determination Date: 11/14/2011




	01/17/2012
01/11/2012




	Loan Modification Detail




	Loan Number OMCR
Modification




	Description
Modification




	Type (1)
Modification




	Property Name Date




	There is no loan modification activity for the current distribution period.




	Totals
(1) Modification Type




	1. Maturity Date Extension
2. Amortization Change




	3. Principal Write-Off
4. Blank (formerly Combination)




	5. Temporary Rate Reduction
6. Capitalization of Interest




	7. Capitalization of Taxes
8. Other




	9. Combination
Reports Available at www.sf.citidirect.com Page 18 of 25 © Copyright 2011 Citigroup






 









 












	CCRE Commercial Mortgage Securities




	Commercial Mortgage Pass-Through Certificates




	Series 2011-C2




	Distribution Date: 11/8/2011
Determination Date: 11/14/2011




	01/17/2012
01/11/2012




	Historical Loan Modification Detail




	Loan
Number OMCR




	Modification
Description




	Modification
Type (1)




	Modification
Property Name Date




	Distribution
Date




	There is no historical loan modification activity.




	Totals
(1) Modification Type




	1. Maturity Date Extension
2. Amortization Change




	3. Principal Write-Off
4. Blank (formerly Combination)




	5. Temporary Rate Reduction
6. Capitalization of Interest




	7. Capitalization of Taxes
8. Other




	9. Combination
Reports Available at www.sf.citidirect.com Page 19 of 25 © Copyright 2011 Citigroup






 









 












	CCRE Commercial Mortgage Securities




	Commercial Mortgage Pass-Through Certificates




	Series 2011-C2




	Distribution Date: 11//
Determination Date: 11/14/2011




	01/17/2012
01/11/2012




	Specially Serviced Property Detail




	Loan
Number OMCR




	Most Recent
Inspection




	Date
Most Recent




	Specially Serviced
Transfer Date




	Most Recent
Appraisal Date




	Most Recent
Appraisal Value




	Other REO
Property Value Comment from Special Servicer




	Workout
Strategy




	(1)




	There is no specially serviced loan activity for the current distribution period.




	Totals
(1) Workout Strategy




	1. Modification
2. Foreclosure




	3. Bankruptcy
4. Extension




	5. Note Sale
6. DPO




	9. Pending Return to Master Servicer
10. Deed In Lieu of Foreclosure




	11. Full Payoff
12. Reps and Warranties




	13. Other or TBD
98. Not Provided By Servicer




	Reports Available at www.sf.citidirect.com Page 20 of 25 © Copyright 2011 Citigroup






 









 












	CCRE Commercial Mortgage Securities




	Commercial Mortgage Pass-Through Certificates




	Series 2011-C2




	Distribution Date: 11/1
Determination Date: 11/14/2011




	01/17/2012
01/11/2012




	Historical Specially Serviced Property Detail




	Net
Operating




	Income
Special




	Serviced
Loan to MS




	Interest
OMCR State Rate




	Workout
Strategy




	(1)
Special




	Serviced
Trans Date




	Loan
Number




	Distribution
Date




	Scheduled
Balance




	Actual
Balance




	Property
Type




	(2)
Note




	Date
Net




	Operating
Income Date




	DSC
Ratio




	DSC
Date




	Maturity
Date WART




	There is no historical specially serviced loan activity.




	Totals
(1) Workout Strategy




	1. Modification
2. Foreclosure




	3. Bankruptcy
4. Extension




	5. Note Sale
6. DPO




	9. Pending Return to Master Servicer
10. Deed In Lieu of Foreclosure




	11. Full Payoff
12. Reps and Warranties




	13. Other or TBD
98. Not Provided By Servicer




	(2) Property Type
MF = Multifamily




	RT = Retail
HC = HealthCare




	IN = Industrial
WH = Warehouse




	MH = Mobile Home Park
OF = Office




	MU = Mixed Use
LO = Lodging




	SS = Self Storage
OT = Other




	SE = Securities
CH = Cooperative Housing




	N/A = Not Available
Reports Available at www.sf.citidirect.com Page 21 of 25 © Copyright 2011 Citigroup






 









 












	CCRE Commercial Mortgage Securities




	Commercial Mortgage Pass-Through Certificates




	Series 2011-C2




	Distribution Date: 11/011
Determination Date: 11/14/2011




	01/17/2012
01/11/2012




	Unscheduled Principal Detail




	Loan Number OMCR
Liquidation /




	Prepayment Date
Liquid / Prepay




	Type (1)
Unscheduled




	Principal Collections
Unscheduled




	Principal Adjustments
Other




	Interest Adjustments
Prepayment Interest




	Excess / (Shortfall)
Prepayment




	Penalties
Yield Maintenance




	Penalties




	There is no unscheduled principal activity for the current distribution period.




	Totals
(1) Liquidation / Prepayment Type




	1. Partial Liquidation (Curtailment)
2. Payoff Prior To Maturity




	3. Disposition / Liquidation
4. Repurchase / Substitution




	5. Full Payoff At Maturity
6. DPO




	7. Not Used
8. Payoff With Penalty




	9. Payoff With Yield Maintenance
10. Curtailment With Penalty




	11. Curtailment With Yield Maintenance
Reports Available at www.sf.citidirect.com Page 22 of 25 © Copyright 2011 Citigroup






 









 












	CCRE Commercial Mortgage Securities




	Commercial Mortgage Pass-Through Certificates




	Series 2011-C2




	Distribution Date: 11/18/2011
Determination Date: 11/14/2011




	01/17/2012
01/11/2012




	Historical Unscheduled Principal Detail




	Loan
Number OMCR




	Liquidation /
Prepayment Date




	Liquid / Prepay
Type (1)




	Unscheduled
Principal Collections




	Unscheduled
Principal Adjustments




	Other
Interest Adjustments




	Prepayment Interest
Excess / (Shortfall)




	Prepayment
Penalties




	Yield Maintenance
Penalties




	Distribution
Date




	There is no historical unscheduled principal activity.




	Totals:
(1) Liquidation / Prepayment Type




	1. Partial Liquidation (Curtailment)
2. Payoff Prior To Maturity




	3. Disposition / Liquidation
4. Repurchase / Substitution




	5. Full Payoff At Maturity
6. DPO




	7. Not Used
8. Payoff With Penalty




	9. Payoff With Yield Maintenance
10. Curtailment With Penalty




	11. Curtailment With Yield Maintenance
Reports Available at www.sf.citidirect.com Page 23 of 25 © Copyright 2011 Citigroup






 









 












	CCRE Commercial Mortgage Securities




	Commercial Mortgage Pass-Through Certificates




	Series 2011-C2




	Distribution Date: 11/8/2011
Determination Date: 11/14/2011




	01/17/2012
01/11/2012




	Liquidated Loan Detail




	Loan
Number OMCR




	Final Recovery
Determ Date




	Gross
Proceeds




	Proceeds
as a % of Act Bal




	Liquidation
Expenses




	Net Liquidation
Proceeds




	Net Proceeds
as a % of Act Bal




	Realized
Losses




	Repurchased by
Seller (Y/N)




	Most Recent
Appraisal Value




	Most Recent
Appraisal Date




	Actual
Balance




	There is no liquidated loan activity for the current distribution period.




	Totals
Reports Available at www.sf.citidirect.com Page 24 of 25 © Copyright 2011 Citigroup






 









 












	CCRE Commercial Mortgage Securities




	Commercial Mortgage Pass-Through Certificates




	Series 2011-C2




	Distribution Date: 11/18/7011
Determination Date: 11/14/2011




	01/17/2012
01/11/2012




	Historical Liquidated Loan Detail




	Repurchased by
Seller (Y/N)




	Realized
Loss




	Net Proceeds
as a % of Act Bal




	Net Liquidation
Proceeds




	Liquidation
Expenses




	Gross Proceeds
as a % of Act Bal




	Gross
Proceeds




	Actual
Balance




	Most Recent
Appraisal Value




	Most Recent
Appraisal Date




	Final Recovery
OMCR Determ Date




	Loan
Number




	Distribution
Date




	There is no historical liquidated loan activity.




	Totals
Reports Available at www.sf.citidirect.com Page 25 of 25 © Copyright 2011 Citigroup






 











 





EXHIBIT E




[Reserved]






Exhibit E-1









 








EXHIBIT F-1




FORM OF TRANSFER CERTIFICATE 

FOR RULE 144A GLOBAL CERTIFICATE 

TO TEMPORARY REGULATION S GLOBAL CERTIFICATE




(Exchanges or transfers pursuant to

Section 5.03(c) of the Pooling and Servicing Agreement)




Citibank, N.A.,

as Certificate Registrar

111 Wall Street, 15th Floor,

New York, New York 10005

Attention: 15th Floor Window





			
	Re:	 	CFCRE Commercial Mortgage Trust 2011-C2 Commercial Mortgage
 
Pass-Through Certificates, Series 2011-C2, Class [__]




          Reference is hereby made to the Pooling and Servicing Agreement dated as of December 11, 2011
(the “ Pooling and Servicing Agreement”), executed in connection with the above-referenced
transaction. Capitalized terms used but not defined herein shall have the meanings given to them
in the Pooling and Servicing Agreement.


          This letter relates to US $[______] aggregate [Certificate Principal Amount] [Notional Amount]
of the Class [__] Certificates (the “ Certificates”) which are held in the form of a
beneficial interest in the Rule 144A Global Certificate of such Class (CUSIP No. [______]) with the
Depository in the name of [insert name of Transferor] (the “ Transferor”). The Transferor
has requested an exchange or transfer of such beneficial interest for a beneficial interest in the
Temporary Regulation S Global Certificate of such Class (CINS No. [ ______] and ISIN No. [______]) to be held with the Depository in the name of [Euroclear]
[Clearstream]* (Common Code No. [______]).


          In connection with such request and in respect of such Certificates, the Transferor does
hereby certify that such exchange or transfer has been made in compliance with the transfer
restrictions set forth in the Pooling and Servicing Agreement and pursuant to and in accordance
with Regulation S (“ Regulation S”) under the Securities Act of 1933, as amended (the
“ Securities Act”), and accordingly the Transferor does hereby certify that:


          (1) the offer of the Certificates was not made to a person in the United States;





 




			
	*  	 	Select appropriate depository.





Exhibit F-1-1









 







          [(2) at the time the buy order was originated, the transferee was outside the United States or
the Transferor and any person acting on its behalf reasonably believed and believes that the
transferee was outside the United States;]**


          [(2) the transaction was executed in, on or through the facilities of a designated
offshore securities market and neither the Transferor nor any person acting on its behalf knows
that the transaction was pre-arranged with a buyer in the United States;]**


          (3) no directed selling efforts have been made in contravention of the requirements of Rule
903(b) or 904(b) of Regulation S, as applicable; and


          (4) the transaction is not part of a plan or scheme to evade the registration requirements of
the Securities Act.


          We understand that this certificate is required in connection with certain securities laws of
the United States. In connection therewith, if administrative or legal proceedings are commenced
or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such proceeding. This
certificate and the statements contained herein are made for your benefit and the benefit of the
Depositor, Trustee, Operating Advisor, Certificate Administrator, Master Servicer, Special
Servicer, the Underwriters and the Initial Purchasers.



	 	 	 	 	 
	 	[Insert Name of Transferor]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


Dated: _______


cc: CCRE Commercial Mortgage Securities, L.P.





 




			
	** 	 	 Insert one of these two provisions, which
come from the definition of “offshore transaction” in
Regulation S.




Exhibit F-1-2









 










EXHIBIT F-2




FORM OF TRANSFER CERTIFICATE


FOR RULE 144A GLOBAL CERTIFICATE 


TO REGULATION S GLOBAL CERTIFICATE




(Exchange or transfers pursuant to

Section 5.03(d) of the Pooling and Servicing Agreement)




Citibank, N.A.,

as Certificate Registrar

111 Wall Street, 15th Floor,

New York, New York 10005

Attention: 15th Floor Window





			
	Re:	 	CFCRE Commercial Mortgage Trust 2011-C2 Commercial Mortgage
 
Pass-Through Certificates, Series 2011-C2, Class [__]




          Reference is hereby made to the Pooling and Servicing Agreement dated as of December 11, 2011
(the “ Pooling and Servicing Agreement”), executed in connection with the above-referenced
transaction. Capitalized terms used but not defined herein shall have the meanings given to them
in the Pooling and Servicing Agreement.


          This letter relates to US $[______] aggregate [Certificate Principal Amount] [Notional Amount]
of the Class [__] Certificates (the “ Certificates”) which are held in the form of a
beneficial interest in the Rule 144A Global Certificate of such Class (CUSIP No. [______]) with the
Depository in the name of [insert name of Transferor] (the “ Transferor”). The Transferor
has requested an exchange or transfer of such beneficial interest for a beneficial interest in the
Regulation S Global Certificate of such Class (CINS No. [______], ISIN No. [______], and Common
Code No. [______]).


          In connection with such request and in respect of such Certificates, the Transferor does
hereby certify that such exchange or transfer has been made in compliance with the transfer
restrictions set forth in the Pooling and Servicing Agreement and, (i) with respect to transfers
made in reliance on Regulation S (“ Regulation S”) under the Securities Act of 1933, as
amended (the “ Securities Act”), the Transferor does hereby certify that:


          (1) the offer of the Certificates was not made to a person in the United States,


          [(2) at the time the buy order was originated, the transferee was outside the United States or
the Transferor and any person acting on its behalf reasonably believed and believes that the
transferee was outside the United States,]*





 




			
	* 	 	 Insert one of these two provisions, which
come from the definition of “offshore transaction” in
Regulation S.





Exhibit F-2-1









 







          [(2) the transaction was executed in, on or through the facilities of a designated
offshore securities market and neither the Transferor nor any person acting on its behalf knows
that the transaction was pre-arranged with a buyer in the United States,] *


          (3) no directed selling efforts have been made in contravention of the requirements of Rule
903(b) or 904(b) of Regulation S, as applicable, and


          (4) the transaction is not part of a plan or scheme to evade the registration requirements of
the Securities Act;


or (ii) with respect to transfers made in reliance on Rule 144 under the Securities Act, the
Transferor does hereby certify that the Certificates are being transferred in a transaction
permitted by Rule 144 under the Securities Act.**


          We understand that this certificate is required in connection with certain securities
laws of the United States. In connection therewith, if administrative or legal proceedings are
commenced or threatened in connection with which this certificate is or would be relevant, we
irrevocably authorize you to produce this certificate to any interested party in such proceeding.
This certificate and the statements contained herein are made for your benefit and the benefit of
the Depositor, Trustee, Operating Advisor, Certificate Administrator, Master Servicer, Special
Servicer, the Underwriters and the Initial Purchasers.



	 	 	 	 	 
	 	[Insert Name of Transferor]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


Dated: ________


cc: CCRE Commercial Mortgage Securities, L.P.





 




			
	**  	 	Select (i) or (ii), as applicable.





Exhibit F-2-2









 









EXHIBIT G




FORM OF TRANSFER CERTIFICATE


FOR TEMPORARY REGULATIONS GLOBAL CERTIFICATE 


TO RULE 144A GLOBAL CERTIFICATE DURING RESTRICTED PERIOD




(Exchange or transfers pursuant to

Section 5.03(e) of the Pooling and Servicing Agreement)




Citibank, N.A.,




as Certificate Registrar

111 Wall Street, 15th Floor,

New York, New York 10005

Attention: 15th Floor Window





			
	Re:	 	CFCRE Commercial Mortgage Trust 2011-C2 Commercial Mortgage

Pass-Through Certificates, Series 2011-C2, Class [__]




          Reference is hereby made to the Pooling and Servicing Agreement dated as of December 11, 2011
(the “Pooling and Servicing Agreement”), executed in connection with the above-referenced
transaction. Capitalized terms used but not defined herein shall have the meanings given to them
in the Pooling and Servicing Agreement.


          This letter relates to US $[______] aggregate [Certificate Principal Amount] [Notional Amount]
of the Class [__] Certificates (the “Certificates”) which are held in the form of a
beneficial interest in the Temporary Regulation S Global Certificate of such Class (CINS No.
[______] and ISIN No. [______]) with [Euroclear] [Clearstream]* (Common Code
[______]) through the Depository in the name of [insert name of transferor] (the
“ Transferor”). The Transferor has requested an exchange or transfer of such beneficial
interest for a beneficial interest in the Rule 144A Global Certificate of such Class (CUSIP No.
[______]).


          In connection with such request, and in respect of such Certificates, the Transferor does
hereby certify that such Certificates are being exchanged or transferred in accordance with Rule
144A (“Rule 144A”) under the Securities Act of 1933, as amended (the “Securities
Act”), to a transferee that the Transferor reasonably believes is purchasing the Certificates
for its own account, or for one or more accounts with respect to which the transferee exercises
sole investment discretion, and the transferee and any such account is a “qualified institutional
buyer” within the meaning of Rule 144A in each case in a transaction meeting the requirements of
Rule 144A and in accordance with any applicable securities laws of any state of the United States
or other applicable jurisdiction.


          We understand that this certificate is required in connection with certain securities laws of
the United States. In connection therewith, if administrative or legal proceedings are commenced
or threatened in connection with which this certificate is or would be relevant, we





 




			
	* 	 	 Select appropriate depository.





Exhibit G-1









 







irrevocably authorize you to produce this certificate to any interested party in such
proceeding. This certificate and the statements contained herein are made for your benefit and the
benefit of the Depositor, Trustee, Operating Advisor, Certificate Administrator, Master Servicer,
Special Servicer, the Underwriters and the Initial Purchasers.



	 	 	 	 	 
	 	[Insert Name of Transferor]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


Dated: _______


cc: CCRE Commercial Mortgage Securities, L.P.



Exhibit G-2









 









EXHIBIT H




FORM OF CERTIFICATION TO BE GIVEN BY


BENEFICIAL OWNER OF TEMPORARY


REGULATION S GLOBAL CERTIFICATE




(Exchanges pursuant to

Section 5.03(f) of the Pooling and Servicing Agreement)




Citibank, N.A.,




as Certificate Registrar

111 Wall Street, 15th Floor,

New York, New York 10005

Attention: 15th Floor Window





			
	Re:	 	CFCRE Commercial Mortgage Trust 2011-C2 Commercial Mortgage

Pass-Through Certificates, Series 2011-C2, Class [__]




          Reference is hereby made to the Pooling and Servicing Agreement dated as of December 11, 2011
(the “ Pooling and Servicing Agreement”), executed in connection with the above-referenced
transaction. Capitalized terms used but not defined herein shall have the meanings given to them
in the Pooling and Servicing Agreement.


          [For purposes of acquiring a beneficial interest in a Regulation S Global Certificate of the
Class specified above after the expiration of the Restricted Period,] [For purposes of receiving
payments under a Temporary Regulation S Global Certificate of the Class specified
above,]* the undersigned holder of a beneficial interest in a Temporary
Regulation S Global Certificate of the Class specified above issued under the Pooling and Servicing
Agreement certifies that it is not a U.S. Person as defined by Regulation S under the Securities
Act of 1933, as amended.


          We undertake to advise you promptly by facsimile on or prior to the date on which you intend
to submit your corresponding certification relating to the Certificates of the Class specified
above held by you for our account if any applicable statement herein is not correct on such date,
and in the absence of any such notification it may be assumed that this certification applies as of
such date.


          We understand that this certificate is required in connection with certain securities laws of
the United States. In connection therewith, if administrative or legal proceedings are commenced
or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such proceeding. This
certificate and the statements contained herein are made for your benefit and the benefit of the
Depositor, Trustee, Operating Advisor, Certificate Administrator, Master Servicer, Special
Servicer, the Underwriters and the Initial Purchasers.





 




			
	*  	 	Select, as applicable.





Exhibit H-1









 








	 	 	 	 	 
	 	Dated: ______________

 	 
	 	By:  	 	 
	 	 	as, or as agent for, the holder of a beneficial 	 
	 	 	interest in the Certificates to
which this certificate relates. 	 
	 




Exhibit H-2











 





EXHIBIT I




FORM OF TRANSFER CERTIFICATE 

FOR DEFINITIVE CERTIFICATE 

TO TEMPORARY REGULATIONS GLOBAL CERTIFICATE



(Exchanges or transfers pursuant to

Section 5.03(g) of the Pooling and Servicing Agreement)



Citibank, N.A.,

as Certificate Registrar

111 Wall Street, 15th Floor,

New York, New York 10005

Attention: 15th Floor Window





	 	 	 	Re: CFCRE Commercial Mortgage Trust 2011-C2 Commercial Mortgage
Pass-Through Certificates, Series 2011-C2, Class [__]





          Reference is hereby made to the Pooling and Servicing Agreement dated as of December 11, 2011
(the “Pooling and Servicing Agreement”), executed in connection with the above-referenced
transaction. Capitalized terms used but not defined herein shall have the meanings given to them
in the Pooling and Servicing Agreement.




          This letter relates to US $[______] aggregate [Certificate Principal Amount] [Notional Amount]
of the Class [__] Certificates (the “Certificates”) which are held in the form of
Definitive Certificates of such Class (CUSIP No. [______]) in the name of [insert name of
Transferor] (the “Transferor”). The Transferor has requested an exchange or transfer of
such Definitive Certificates for a beneficial interest in the Temporary Regulation S Global
Certificate of such Class (CINS No. [______] and ISIN No. [______]) to be held with [Euroclear]
[Clearstream]* (Common Code [______]) through the Depository.




          In connection with such request, and in respect of such Certificates, the Transferor does
hereby certify that such exchange or transfer has been made in compliance with the transfer
restrictions set forth in the Pooling and Servicing Agreement and pursuant to and in accordance
with Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the
“Securities Act”), and accordingly the Transferor does hereby certify that:




          (1) the offer of the Certificates was not made to a person in the United States;




          [(2) at the time the buy order was originated, the transferee was outside the United States or
the Transferor and any person acting on its behalf reasonably believed and believes that the
transferee was outside the United States;]**






 




			
	*	 	Select appropriate depository.
	 
	**	 	Insert one of these two provisions, which
come from the definition of “offshore transaction” in
Regulation S.





Exhibit I-1



 









 





          [(2) the transaction was executed in, on or through the facilities of a designated
offshore securities market and neither the Transferor nor any person acting on its behalf knows
that the transaction was pre-arranged with a buyer in the United States;] **




          (3) no directed selling efforts have been made in contravention of the requirements of Rule
903(b) or 904(b) of Regulation S, as applicable; and




          (4) the transaction is not part of a plan or scheme to evade the registration requirements of
the Securities Act.




          We understand that this certificate is required in connection with certain securities laws of
the United States. In connection therewith, if administrative or legal proceedings are commenced
or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such proceeding. This
certificate and the statements contained herein are made for your benefit and the benefit of the
Depositor, Trustee, Operating Advisor, Certificate Administrator, Master Servicer, Special
Servicer, the Underwriters and the Initial Purchasers.




	 	 	 	 	 
	 	[Insert Name of Transferor]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Dated: ________




cc: CCRE Commercial Mortgage Securities, L.P.




Exhibit I-2



 









 





EXHIBIT J




FORM OF TRANSFER CERTIFICATE 

FOR DEFINITIVE CERTIFICATE 

TO REGULATIONS GLOBAL CERTIFICATE



(Exchange or transfers pursuant to

Section 5.03(g) of the Pooling and Servicing Agreement)



Citibank, N.A.,

as Certificate Registrar

111 Wall Street, 15th Floor,

New York, New York 10005

Attention: 15th Floor Window





	 	 	 	Re: CFCRE Commercial Mortgage Trust 2011-C2 Commercial Mortgage
Pass-Through Certificates, Series 2011-C2, Class [__]





          Reference is hereby made to the Pooling and Servicing Agreement dated as of December 11, 2011
(the “Pooling and Servicing Agreement”), executed in connection with the above-referenced
transaction. Capitalized terms used but not defined herein shall have the meanings given to them
in the Pooling and Servicing Agreement.




          This letter relates to US $[______] aggregate [Certificate Principal Amount] [Notional Amount]
of the Class [__] Certificates (the “Certificates”) which are held in the form of
Definitive Certificates of such Class (CUSIP No. [______]) in the name of [insert name of
Transferor] (the “Transferor”). The Transferor has requested an exchange or transfer of
such Definitive Certificates for a beneficial interest in the Regulation S Global Certificate (CINS
No. [______], ISIN No. [______], and Common Code No. [______]).




          In connection with such request, and in respect of such Certificates, the Transferor does
hereby certify that such exchange or transfer has been made in compliance with the transfer
restrictions set forth in the Pooling and Servicing Agreement and, (i) with respect to transfers
made in reliance on Regulation S (“Regulation S”) under the Securities Act of 1933, as
amended (the “Securities Act”), the Transferor does hereby certify that:




          (1) the offer of the Certificates was not made to a person in the United States,




          [(2) at the time the buy order was originated, the transferee was outside the United States or
the Transferor and any person acting on its behalf reasonably believed and believes that the
transferee was outside the United States,]*






 




			
	*	 	Insert one of these two provisions, which
come from the definition of “offshore transaction” in
Regulation S.





Exhibit J-1



 









 





          [(2) the transaction was executed in, on or through the facilities of a designated
offshore securities market and neither the Transferor nor any person acting on its behalf knows
that the transaction was pre-arranged with a buyer in the United States,] *




          (3) no directed selling efforts have been made in contravention of the requirements of Rule
903(b) or 904(b) of Regulation S, as applicable, and




          (4) the transaction is not part of a plan or scheme to evade the registration requirements of
the Securities Act;



or (ii) with respect to transfers made in reliance on Rule 144 under the Securities Act, the
Transferor does hereby certify that the Certificates are being transferred in a transaction
permitted by Rule 144 under the Securities Act.**




          We understand that this certificate is required in connection with certain securities
laws of the United States. In connection therewith, if administrative or legal proceedings are
commenced or threatened in connection with which this certificate is or would be relevant, we
irrevocably authorize you to produce this certificate to any interested party in such proceeding.
This certificate and the statements contained herein are made for your benefit and the benefit of
the Depositor, Trustee, Operating Advisor, Certificate Administrator, Master Servicer, Special
Servicer, the Underwriters and the Initial Purchasers.




	 	 	 	 	 
	 	[Insert Name of Transferor]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Dated: _______




cc: CCRE Commercial Mortgage Securities, L.P.






 




			
	**	 	Select (i) or (ii), as applicable.





Exhibit J-2



 









 





EXHIBIT K




FORM OF TRANSFER CERTIFICATE

FOR DEFINITIVE CERTIFICATE 

TO RULE 144A GLOBAL CERTIFICATE



(Exchange or transfers pursuant to

Section 5.03(g) of the Pooling and Servicing Agreement)



Citibank, N.A.,

as Certificate Registrar

111 Wall Street, 15th Floor,

New York, New York 10005

Attention: 15th Floor Window





	 	 	 	Re: CFCRE Commercial Mortgage Trust 2011-C2 Commercial Mortgage
Pass-Through Certificates, Series 2011-C2, Class [__]





          Reference is hereby made to the Pooling and Servicing Agreement dated as of December 11, 2011
(the “Pooling and Servicing Agreement”), executed in connection with the above-referenced
transaction. Capitalized terms used but not defined herein shall have the meanings given to them
in the Pooling and Servicing Agreement.




          This letter relates to US $[______] aggregate [Certificate Principal Amount] [Notional Amount]
of the Class [__] Certificates (the “Certificates”) which are held in the form of
Definitive Certificates of such Class (CUSIP No. [______]) in the name of [insert name of
transferor] (the “Transferor”). The Transferor has requested an exchange or transfer of
such beneficial interest for a beneficial interest in the Rule 144A Global Certificate of such
Class (CUSIP No. [______]).




          In connection with such request, and in respect of such Certificates, the Transferor does
hereby certify that such Certificates are being exchanged or transferred in accordance with Rule
144A (“Rule 144A”) under the Securities Act of 1933, as amended (the “Securities
Act”), to a transferee that the Transferor reasonably believes is purchasing the Certificates
for its own account, or for one or more accounts with respect to which the transferee exercises
sole investment discretion, and the transferee and any such account is a “qualified institutional
buyer” within the meaning of Rule 144A in each case in a transaction meeting the requirements of
Rule 144A and in accordance with any applicable securities laws of any state of the United States
or other applicable jurisdiction.




          We understand that this certificate is required in connection with certain securities laws of
the United States. In connection therewith, if administrative or legal proceedings are commenced
or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such proceeding. This
certificate and the statements contained herein are made for your benefit and the benefit of




Exhibit K-1



 









 




the Depositor, Trustee, Operating Advisor, Certificate Administrator, Master Servicer, Special
Servicer, the Underwriters and the Initial Purchasers.




	 	 	 	 	 
	 	[Insert Name of Transferor]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Dated: _______




cc: CCRE Commercial Mortgage Securities, L.P.




Exhibit K-2



 









 





EXHIBIT L-1




FORM OF AFFIDAVIT PURSUANT TO

SECTIONS 860D(a)(6)(A) AND 860E(e)(4) OF

THE INTERNAL REVENUE CODE OF 1986, AS AMENDED



Citibank, N.A.,

as Certificate Registrar

111 Wall Street, 15th Floor,

New York, New York 10005

Attention: 15th Floor Window





	 	Re:	 	CFCRE Commercial Mortgage Trust 2011-C2 Commercial Mortgage Pass-Through Certificates, Series 2011-C2 (the “Certificates”)
issued pursuant to the Pooling and Servicing Agreement dated as of December 11,
2011 (the “Pooling and Servicing Agreement”), executed in
connection with the above-referenced transaction





	 	 	 	 	 	 	 

	STATE OF

	 	 	)	 	 	 
	 

	 	 	)	 	 	ss.:
	COUNTY OF

	 	 	)	 	 	 






          Capitalized terms not defined herein shall have the meanings ascribed to them in the Pooling
and Servicing Agreement.




          I, [______], under penalties of perjury, declare that, to the best of my knowledge and belief,
the following representations are true, correct and complete, and being first sworn, depose and say
that:




          1. I am a [______] of [______] (the “Purchaser”), on behalf of which I have the
authority to make this affidavit.




          2. The Purchaser is acquiring Class R Certificates representing [__]% of the residual interest
in each of the real estate mortgage investment conduits (each, a “REMIC”) designated as the
“Lower-Tier REMIC” and “Upper-Tier REMIC,” respectively, relating to the
Certificates for which an election is to be made under Section 860D of the Internal Revenue Code of
1986 (the “Code”).




          3. The Purchaser is not a “Disqualified Organization” (as defined below), and that the
Purchaser is not acquiring the Class R Certificates for the account of, or as agent or nominee of,
or with a view to the transfer of direct or indirect record or beneficial ownership thereof, to a
Disqualified Organization. For the purposes hereof, a Disqualified Organization is any of the
following: (i) the United States, (ii) any state or political subdivision thereof, (iii) any
foreign government, (iv) any international organization, (v) any agency or instrumentality of any
of the foregoing, (vi) any tax-exempt organization (other than a cooperative 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, (vii) any organization
described in Section 1381(a)(2)(C) of the Code, or (viii) any other entity designated




Exhibit L-1-1



 









 




as a “disqualified organization” by relevant legislation amending the REMIC Provisions and in
effect at or proposed to be effective as of the time of determination. In addition, a corporation
will not be treated as an instrumentality of the United States or of any state or political
subdivision thereof if all of its activities are subject to tax (except for the Federal Home Loan
Mortgage Corporation) and a majority of its board of directors is not selected by such governmental
unit. The terms “United States” and “international organization” shall have the
meanings set forth in Section 7701 of the Code.




          4. The Purchaser acknowledges that Section 860E(e) of the Code would impose a substantial tax
on the transferor or, in certain circumstances, on an agent for the transferee, with respect to any
transfer of any interest in any Class R Certificates to a Disqualified Organization.




          5. The Purchaser is a Permitted Transferee. For the purpose hereof, a “Permitted Transferee”
is any Person or agent of such Person other than (a) a Disqualified Organization, (b) a Person that
is a Non-U.S. Person (other than (i) a Non-U.S. Person in whose hands the income from such Class R
Certificate is effectively connected with the conduct of a trade or business within the United
States and that has furnished the transferor and the Certificate Registrar with an effective IRS
Form W-8ECI or other prescribed form or (ii) a Non-U.S. Person, if in connection with the proposed
transfer of such Class R Certificate, the transferor provides an opinion of counsel to the
Certificate Registrar to the effect that such transfer will not be disregarded for federal income
tax purposes under Treasury Regulations Section 1.860G-3), (c) any partnership if any of its
interests are (or under the partnership agreement are permitted to be) owned, directly or
indirectly (other than through a U.S. corporation), by a Non-U.S. Person or (d) a U.S. Person with
respect to whom income from the Class R Certificate is attributable to a foreign permanent
establishment or fixed base, within the meaning of an applicable income tax treaty, of the
transferee or any other U.S. Person.




          6. No purpose of the acquisition of the Class R Certificates is to impede the assessment or
collection of tax.




          7. The Purchaser will not cause income from the Class R Certificate to be attributable to a
foreign permanent establishment or fixed base, within the meaning of an applicable income tax
treaty, of the Purchaser or any other U.S. Person.




          8. Check the applicable paragraph:




          o The present value of the anticipated tax liabilities associated with holding the Class R
Certificate, as applicable, does not exceed the sum of:




          (i) the present value of any consideration given to the Purchaser to acquire such Class R
Certificate;




          (ii) the present value of the expected future distributions on such Class R Certificate; and




          (iii) the present value of the anticipated tax savings associated with holding such Class R
Certificate as the related REMIC generates losses.




Exhibit L-1-2



 









 





          For purposes of this calculation, (i) the Purchaser is assumed to pay tax at the highest rate
currently specified in Section 11(b) of the Code (but the tax rate in Section 55(b)(1)(B) of the
Code may be used in lieu of the highest rate specified in Section 11(b) of the Code if the
Purchaser has been subject to the alternative minimum tax under Section 55 of the Code in the
preceding two years and will compute its taxable income in the current taxable year using the
alternative minimum tax rate) and (ii) present values are computed using a discount rate equal to
the short-term Federal rate prescribed by Section 1274(d) of the Code for the month of the transfer
and the compounding period used by the Purchaser.




          o The transfer of the Class R Certificate complies with U.S. Treasury Regulations Sections
1.860E-1(c)(5) and (6) and, accordingly,




          (i) the Purchaser is an “eligible corporation,” as defined in U.S. Treasury Regulations
Section 1.860E-1(c)(6)(i), as to which income from the Class R Certificate will only be taxed in
the United States;




          (ii) at the time of the transfer, and at the close of the Purchaser’s two fiscal years
preceding the year of the transfer, the Purchaser had gross assets for financial reporting purposes
(excluding any obligation of a person related to the Purchaser within the meaning of U.S. Treasury
Regulations Section 1.860E-1(c)(6)(ii)) in excess of $100 million and net assets in excess of $10
million;




          (iii) the Purchaser will transfer the Class R Certificate only to another “eligible
corporation,” as defined in Treasury Regulations Section 1.860E-1(c)(6)(i), in a transaction that
satisfies the requirements of Sections 1.860E-1(c)(4)(i), (ii) and (iii) and Treasury Regulations
Section 1.860E-1(c)(5); and




          (iv) the Purchaser determined the consideration paid to it to acquire the Class R Certificate
based on reasonable market assumptions (including, but not limited to, borrowing and investment
rates, prepayment and loss assumptions, expense and reinvestment assumptions, tax rates and other
factors specific to the Purchaser) that it has determined in good faith.




          o None of the above.




          9. The Purchaser historically has paid its debts as they have come due and intends to pay its
debts as they come due in the future and the Purchaser intends to pay taxes associated with holding
the Class R Certificates as they become due.




          10. The Purchaser understands that it may incur tax liabilities with respect to the Class R
Certificate in excess of any cash flows generated by such Certificate.




          11. The Purchaser is aware that the Certificate Registrar will not register any transfer of a
Class R Certificate by the Transferor unless the Purchaser, or such Purchaser’s agent, delivers to
the Certificate Registrar, among other things, an affidavit and agreement in substantially the same
form as this affidavit and agreement. The Purchaser expressly agrees that it will not consummate
any such transfer if it knows or believes that any representation contained in such affidavit and
agreement is false or as to which the Purchaser has actual knowledge that




Exhibit L-1-3



 









 




such transferee is not a Permitted Transferee or is acting as an agent (including a broker,
nominee or other middleman) for a Person that is not a Permitted Transferee.




          12. The Purchaser represents that it is not acquiring the Class R Certificate as a nominee,
trustee or agent for any person that is not a Permitted Transferee and that for so long as it
retains its interest in the Class R Certificate, it will endeavor to remain a Permitted Transferee.




          13. The Purchaser consents to any additional restrictions or arrangements that shall be deemed
necessary upon advice of counsel to constitute a reasonable arrangement to ensure that the Class R
Certificate will only be owned, directly or indirectly, by a Permitted Transferee.




          14. The Purchaser has reviewed the provisions of Section 5.03 of the Pooling and
Servicing Agreement, a description of which provisions is set forth in the Class R Certificates;
and the Purchaser expressly agrees to be bound by and to comply with such provisions.




          15. The Purchaser consents to the designation of the Certificate Administrator as the agent of
the Tax Matters Person of the Lower-Tier REMIC and Upper-Tier REMIC pursuant to Section
4.04 of the Pooling and Servicing Agreement.




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




          IN WITNESS WHEREOF, the Purchaser has caused this instrument to be duly executed on its behalf
by its duly authorized officer this ___day of _________, 20___.




	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



          On this ____ day of _____20__, before me, the undersigned, a Notary Public in and for the
State of _______________, duly commissioned and sworn, personally appeared ______________________
and ________________________, known or proved to me to be the same persons who executed the
foregoing instrument and to be _____________________________ and ___________________________,
respectively, of the




Exhibit L-1-4



 









 




Purchaser, and acknowledged to me that they executed the same as their respective free acts
and deeds and as the free act and deed of the Purchaser.




	 	 	 	 	 
	 	 	 
	 	  	 	 
	 	 	NOTARY PUBLIC in and for the 	 
	 	 	State of _______________ 	 
	 



	 	 	 	 	 
	[SEAL]
 	 
	My Commission expires:

 	 
	 	 
	 	 	 
	 	 	 
	 



Exhibit L-1-5




 











 





EXHIBIT L-2




FORM OF TRANSFEROR LETTER



[Date]



Citibank, N.A.,

as Certificate Registrar

111 Wall Street, 15th Floor,

New York, New York 10005

Attention: 15th Floor Window





	 	Re:	 	 CFCRE Commercial Mortgage Trust 2011-C2 Commercial Mortgage
Pass-Through Certificates, Series 2011-C2, Class R




Ladies and Gentlemen:




          This letter is delivered to you in connection with the transfer by [______] (the
“Transferor”) to [______] (the “Transferee”) of Class R Certificates evidencing a
[__]% Percentage Interest in such Class (the “Residual Certificates”). The Certificates,
including the Residual Certificates, were issued pursuant to the Pooling and Servicing Agreement
dated as of December 11, 2011 (the “Pooling and Servicing Agreement”), executed in connection with
the above-referenced transaction. All capitalized terms used but not otherwise defined herein
shall have the respective meanings set forth in the Pooling and Servicing Agreement. The
Transferor hereby certifies, represents and warrants to you, as Certificate Registrar, that:



          (1) No purpose of the Transferor relating to the transfer of the Residual Certificates by the
Transferor to the Transferee is or will be to impede the assessment or collection of any tax.



          (2) The Transferor understands that the Transferee has delivered to you a Transfer Affidavit
and Agreement in the form attached to the Pooling and Servicing Agreement as Exhibit L-1.
The Transferor does not know or believe that any representation therein is false.



          (3) The Transferor has at the time of this transfer conducted a reasonable investigation of
the financial condition of the Transferee as contemplated by Treasury regulation Section
1.860E-1(c)(4)(i) and, as a result of that investigation, the Transferor has determined that the
Transferee has historically paid its debts as they became due and has found no significant evidence
to indicate that the Transferee will not continue to pay its debts as they become due in the
future. The Transferor understands that the transfer of the Residual Certificates may not be
respected for United States income tax purposes (and the Transferor may continue to be liable for
United States income taxes associated therewith) unless the Transferor has conducted such an
investigation.



Exhibit L-2-1



 









 





	 	 	 	 	 
	 	Very truly yours,



(Transferor)

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Exhibit L-2-2



 









 





EXHIBIT L-3




FORM OF TRANSFEREE LETTER



[Date]



Citibank, N.A.,

as Certificate Registrar

111 Wall Street, 15th Floor,

New York, New York 10005

Attention: 15th Floor Window




Citibank, N.A.,

as Trustee

388 Greenwich Street, 14th Floor,

New York, New York 10013

Attention: Global Transaction Services—CFCRE Commercial Mortgage Trust 2011-C2, Series 2011-C2




[Transferor]

[______]

[______]

Attention: [______]





	 	Re:	 	 CFCRE Commercial Mortgage Trust 2011-C2 Commercial Mortgage
Pass-Through Certificates, Series 2011-C2




Ladies and Gentlemen:




          The undersigned (the “Purchaser”) proposes to purchase [$_____________ initial
Certificate Principal Amount] [_____% Percentage Interest] of CFCRE Commercial Mortgage Trust
2011-C2 Commercial Mortgage Pass-Through Certificates, Series 2011-C2, Class [_], CUSIP No. [____]
(the “Certificates”), issued pursuant to that certain pooling and servicing agreement,
dated as of December 11, 2011 (the “Pooling and Servicing Agreement”), executed in
connection with the above-referenced transaction. Capitalized terms used and not otherwise defined
herein have the respective meanings ascribed to such terms in the Pooling and Servicing Agreement.




          In connection with such transfer, the Purchaser hereby represents and warrants to you that
with respect to the Class F, Class G, Class NR, Class R and Class S Certificates, the Purchaser is
neither (i) a retirement plan or other employee benefit plan or arrangement, including an
individual retirement account or a Keogh plan, which is subject to Title I of the Employee
Retirement Income Security Act of 1974, as amended (“ERISA”), or Section 4975 of the
Internal Revenue Code of 1986, as amended (the “Code”), or a governmental plan (as defined
in Section 3(32) of ERISA) that is subject to any federal, state or local law (“Similar
Law”) that is, to a material extent, similar to the foregoing provisions of ERISA or the Code
(each, a “Plan”), nor (ii) a collective investment fund in which such Plans are invested,
an




Exhibit L-3-1



 









 




insurance company using assets of separate accounts or general accounts which include assets
of Plans (or which are deemed pursuant to ERISA or Similar Law to include assets of Plans) or other
Person acting on behalf of any such Plan or using the assets of any such Plan, other than (with
respect to any transfer of a Class F, Class G or Class NR Certificate) an insurance company using
assets of its general account under circumstances whereby such purchase and the subsequent holding
of Certificate(s) by such insurance company would be exempt from the prohibited transaction
provisions of ERISA and Section 4975 of the Code under Sections I and III of Prohibited Transaction
Class Exemption 95-60.




Exhibit L-3-2



 









 





          IN WITNESS WHEREOF, the Purchaser hereby executes this ERISA Representation Letter on the ___
day of _____, ___.




	 	 	 	 	 
	 	Very truly yours,



[The Purchaser]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Exhibit L-3-3



 









 





EXHIBIT M-1




FORM OF INVESTOR CERTIFICATION 



(“Investor Certification”)



[Date]



Citibank, N.A.,

111 Wall Street, 15th Floor,

New York, New York 10005

Attention: 15th Floor Window




Citibank, N.A.,

388 Greenwich Street, 14th Floor,

New York, New York 10013

Attention: Global Transaction Services—CFCRE Commercial Mortgage Trust 2011-C2, Series 2011-C2





	Attention:	 	 Corporate Trust Services (CMBS) — CFCRE Commercial Mortgage Trust 2011-C2
Commercial Mortgage Pass-Through Certificates, Series 2011-C2 (the
“Certificates”)





     In accordance with the requirements for obtaining certain information under the Pooling and
Servicing Agreement, dated as of December 11, 2011 (the “Agreement”), executed in
connection with the above-referenced transaction, the undersigned hereby certifies and agrees as
follows:



     1. The undersigned is a [Certificateholder] [beneficial owner] [prospective purchaser] of the
Class ___ Certificates.



     2. In the case of a Public Certificate, the undersigned has received a copy of the Prospectus.



     3. The undersigned is not a Mortgagor, a guarantor or indemnitor in respect of a Mortgage Loan
(or Split-Loan), a Manager, an Affiliate of any of the foregoing, or an agent, principal, partner,
member, manager, joint venturer, limited partner, employee, representative, director, trustee,
advisor or investor of or in any Mortgagor (collectively, the “Mortgagor Parties”) and
neither the undersigned nor any of its Representatives (as hereinafter defined) or any other party
on its behalf will contact any of the Mortgagor Parties or agree to discuss in any manner with any
of the Mortgagor Parties (whether after request of the Mortgagor Parties or otherwise) the related
Mortgage Loan (or Split-Loan) or any other Information.



     4. The undersigned is requesting access pursuant to the Pooling and Servicing Agreement to
certain information (the “Information”) on the Certificate Administrator’s Website



Exhibit M-1-1



 









 




and/or is requesting the information identified on the schedule attached hereto (also, the
“Information”) pursuant to the provisions of the Pooling and Servicing Agreement.




          In consideration of the disclosure to the undersigned of the Information, or the access
thereto, the undersigned will keep the Information confidential and will use the Information solely
for the purpose of making investment decisions with respect to the above-referenced certificates
(except that it may disclose such portions of the Information to those of its directors, officers,
employees and advisors (including financial advisors, attorneys, accountants and other consultants)
(collectively, the “Representatives”) who need to know such information for such purpose,
and such Information will not, without the prior written consent of the Trustee and the Special
Servicer, be otherwise disclosed by the undersigned or by any of its Representatives in any manner
whatsoever, in whole or in part.



          The undersigned will not use or disclose the Information in any manner which could result in a
violation of any provision of the Securities Act of 1933, as amended (the “Securities
Act”), or the Securities Exchange Act of 1934, as amended, or would require registration of any
Certificate not previously registered pursuant to Section 5 of the Securities Act.



     5. The undersigned shall be fully liable for any breach of this agreement by itself or any of
its Representatives and shall indemnify the Depositor, the Operating Advisor, the Certificate
Administrator, the Trustee, the Master Servicer, the Special Servicer, the Underwriters, the
Initial Purchasers and the Trust Fund for any loss, liability or expense incurred thereby with
respect to any such breach by the undersigned or any of its Representatives. The undersigned, at
its sole cost and expense, agrees to take all reasonable measures necessary to prevent its
Representatives from the prohibited or unauthorized disclosure of the Information. The undersigned
agrees that the Trustee or Certificate Administrator, as applicable, shall have the right in its
sole discretion to adopt additional specific procedures not inconsistent with the foregoing to
protect the confidentiality of the Information.



     If the undersigned or any of its Representatives is required, based on the written opinion of
the undersigned’s outside legal counsel, to disclose all or any part of the Information under the
terms of a valid and effective subpoena or order issued by a court, governmental body of competent
jurisdiction or stock exchange, or banking authority, the undersigned agrees to immediately notify
the Trustee, the Certificate Administrator, the Master Servicer, the Depositor and the Special
Servicer of the existence, terms and circumstances surrounding such a request, so that Trustee,
Certificate Administrator, Master Servicer or Special Servicer, as applicable, on behalf of the
Trust in accordance with the terms of the Agreement may seek an appropriate protective order and/or
waive the undersigned’s compliance with the provisions of this agreement (and, if such party on
behalf of the Trust seeks such an order, to provide such cooperation as such party shall reasonably
request at the Trust Fund’s expense). If such protective order or other protection is defined and
undersigned or any of its Representatives are nonetheless legally compelled to disclose such
Information, it or its Representatives, as the case may be, shall furnish only that portion of the
Information that receiving party’s outside legal counsel advises it in a written opinion is legally
required and shall exercise all best efforts to preserve the confidentiality of the remainder of
the Information. In no event shall the undersigned or any of its Representatives oppose action by
the Trustee, Certificate



Exhibit M-1-2



 









 




Administrator, Master Servicer or Special Servicer, on behalf of the Trust to obtain a
protective order or other relief to prevent the disclosure of the Information or to obtain reliable
assurance that confidential treatment shall be afforded the Information.




     6. The undersigned agrees that each time it accesses the Certificate Administrator’s Website,
the undersigned is deemed to have recertified that the representations and covenants contained
herein remain true and correct.



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



     IN WITNESS WHEREOF, the undersigned has caused its name to be signed hereto by its duly
authorized signatory, as of the day and year written above.



	 	 	 	 	 	 
	 	[Certificateholder] [beneficial owner]

prospective purchaser]

 	 
	 	By:  	 	 
	 		Name:  	 	 
	 		Title:  	 	 
	 		Company:  	 	 
	 		Phone:  	 	 
	 	



Exhibit M-1-3






 









 








EXHIBIT M-2




[Reserved]



Exhibit M-2-1



 









 





EXHIBIT M-3




[Reserved]



Exhibit M-3-1




 











 






EXHIBIT M-4




FORM OF ONLINE VENDOR CERTIFICATION



This Certification has been prepared for provision of information to the market data providers

listed in Paragraph 1 below pursuant to the direction of the Depositor. If you represent a

MarketData Provider not listed herein and would like access to the information, please contact

CitiDirect at (__)-__-_____, or at www.sf.citidirect.com.




     In connection with the CFCRE Commercial Mortgage Trust 2011-C2 Commercial Mortgage
Pass-Through Certificates, Series 2011-C2 (the “Certificates”), the undersigned hereby
certifies and agrees as follows:




	1.	 	The undersigned is an employee or agent of Bloomberg Financial Markets, L.P., Trepp, LLC,
Intex Solutions, Inc., BlackRock Financial Management, Inc. or Markit Group limited, a market
data provider that has been given access to the Distribution Date Statements, CREFC reports
and supplemental notices on www.sf.citidirect.com (“CitiDirect”) by request of the
Depositor.






	2.	 	The undersigned agrees that each time it accesses CitiDirect, the undersigned is deemed to
have recertified that the representation above remains true and correct.






	3.	 	Capitalized terms used but not defined herein shall have the respective meanings assigned
thereto in the Pooling and Servicing Agreement, dated as if December 11, 2011, executed in
connection with the above-referenced transaction, pursuant to which the Certificates were
issued.





     BY ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall be deemed
to have caused its name to be signed hereto by its duly authorized signatory, as of the date
certified.



Exhibit M-4-1









 





EXHIBIT M-5




FORM OF CONFIDENTIALITY AGREEMENT


CCRE Commercial Mortgage Securities, L.P.





	Attention:	 	 CFCRE Commercial Mortgage Trust 2011-C2, Commercial
Mortgage Pass Through Certificates, Series 2011 C2






	 	Re:	 	 Information regarding Attention: CFCRE Commercial Mortgage Trust 2011-C2

Commercial Mortgage Pass Through Certificates, Series 2011 C2




Ladies and Gentlemen:




          In connection with the CFCRE Commercial Mortgage Trust 2011-C2 Commercial Mortgage Pass
Through Certificates, Series 2011 C2 (the “Certificates”), we acknowledge that we will be
furnished by Bank of America, National Association as Master Servicer and LNR Partners, LLC as
Special Servicer (and may have been previously furnished) with certain information (the
“Information”). For the purposes of this letter agreement (this “Agreement”),
“Representative” of a Person refers to such Person’s directors, officers, employees, and
agents; and “Person” refers to any individual, group or entity.




          In connection with and in consideration of our being provided with Information, we hereby
acknowledge and agree that we are requesting and will use the Information solely for purposes of
making investment decisions with respect to the above-referenced Certificates and will not disclose
such Information to any other Person or entity unless required to do so by law; provided such
Information may be disclosed to the auditors and regulators of the undersigned or to any person or
entity that is contemplating the purchase of any Certificate held by the undersigned or of an
interest therein, but only if such person or entity confirms in writing such contemplation of a
prospective ownership interest and agrees in writing to keep such Information confidential.




          The undersigned shall be fully liable for any breach of this agreement by itself or any of its
Representatives and shall indemnify the Depositor, the Operating Advisor, the Certificate
Administrator, the Trustee, the Master Servicer, the Special Servicer, the Underwriters, the
Initial Purchasers and the Trust Fund for any loss, liability or expense incurred thereby with
respect to any such breach by the undersigned or any of its Representatives.




          This Agreement shall not apply to any of the Information which: (i) is or becomes generally
available and known to the public other than as a result of a disclosure directly or indirectly by
us or any of our Representatives; (ii) becomes lawfully available to us on a non-confidential basis
from a source other than you or one of your Representatives, which source is not bound by a
contractual or other obligation of confidentiality to any Person; or (iii) was lawfully known to us
on a non-confidential basis prior to its disclosure to us by you.







Exhibit M-5-1









 










          Capitalized terms used but not defined herein shall have the meanings assigned thereto in that
certain Pooling and Servicing Agreement, dated as of December 11, 2011, executed in connection with
the above-referenced transaction.




          This Agreement, when signed by us, will constitute our agreement with respect to the subject
matter contained herein.




	 	 	 	 	 
	 	Very truly yours,



[NAME OF ENTITY]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 


					
	 	 	Company: 	 	 


					
	 	 	Phone:  	 	 
	 




	cc:	 	 CCRE Commercial Mortgage Securities, L.P.

Trustee




Exhibit M-5-2









 











EXHIBIT N




CERTIFICATE ADMINISTRATOR CERTIFICATION



[DATE]


[All Parties to Pooling and Servicing Agreement]





	 	Re:	 	 Pooling and Servicing Agreement (“Pooling and Servicing Agreement”)

relating to CFCRE Commercial Mortgage Trust 2011-C2 Commercial Mortgage Pass

Through Certificates, Series 2011 C2




Ladies and Gentlemen:




          In accordance with the provisions of Section 2.02(b) of the Pooling and Servicing
Agreement, the undersigned hereby certifies that, with respect to each Mortgage Loan, and subject
to the exceptions noted in the schedule of exceptions attached hereto, (i) all documents specified
in clauses (1), (2), (3), (4), (7), (8), (19) and (20) of the definition of “Mortgage File” are in
its possession or the related Mortgage Loan Seller has otherwise satisfied the delivery
requirements in accordance with the related Loan Purchase Agreement; (ii) the recordation/filing
contemplated by Section 2.01(c) of the Pooling and Servicing Agreement has been completed
(based solely on receipt by the undersigned of the particular recorded/filed documents); (iii) all
documents received by the undersigned or the Custodian with respect to such Mortgage Loan have been
reviewed by the undersigned or the Custodian on its behalf and (A) appear regular on their face
(handwritten additions, changes or corrections shall not constitute irregularities if initialed by
the Mortgagor), (B) appear to have been executed (where appropriate) and (C) purport to relate to
such Mortgage Loan; and (iv) based on the examinations referred to in Section 2.02(a) and
Section 2.02(b) of the Pooling and Servicing Agreement and only as to the foregoing
documents, the information set forth in the Mortgage Loan Schedule with respect to the items
specified in clauses (v) and (vi)(B) of the definition of “Mortgage Loan Schedule” accurately
reflects the information set forth in the Mortgage File.




          The undersigned makes no representations as to: (i) the validity, legality, sufficiency,
enforceability or genuineness of any such documents contained in each Mortgage File or any of the
Mortgage Loans identified in the Mortgage Loan Schedule, or (ii) the collectability, insurability,
effectiveness or suitability of any such Mortgage Loan.




          Capitalized words and phrases used herein and not otherwise defined herein shall have the
respective meanings assigned to them in the Pooling and Servicing Agreement. This Certificate is
subject in all respects to the terms of the Pooling and Servicing Agreement.








Exhibit N-1









 








	 	 	 	 	 
	 	Citibank, N.A., as Certificate Administrator

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 








Exhibit N-2









 











SCHEDULE OF EXCEPTIONS




[None.]





Exhibit N-3











 




EXHIBIT O




RELEVANT SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE



          The assessment of compliance to be delivered by the referenced party shall address, at a
minimum, the criteria identified below as “Applicable Servicing Criteria” applicable to such party,
as such criteria may be updated or limited by the Commission or its staff (including, without
limitation, not requiring the delivery of certain of the items set forth on this Exhibit based on
interpretive guidance provided by the Commission or its staff relating to Item 1122 of Regulation
AB). For the avoidance of doubt, for purposes of this Exhibit O, other than with respect to Item
1122(d)(2)(iii), references to Master Servicer below shall include any Sub-Servicer engaged by a
Master Servicer or Special Servicer.




	 	 	 	 	 
	 	 	 	 	APPLICABLE
	 	 	SERVICING CRITERIA	 	SERVICING
	Reference	 	Criteria	 	CRITERIA
	 

	 	General Servicing Considerations	 	 
	 
	 	 	 	 
	1122(d)(1)(i)

	 	Policies and procedures are instituted to monitor any performance or
other triggers and events of default in accordance with the transaction
agreements.
	 	Master Servicer

Special Servicer

Trustee
	 
	 	 	 	 
	1122(d)(1)(ii)

	 	If any material servicing activities are outsourced to third
parties, policies and procedures are instituted to monitor the third
party’s performance and compliance with such servicing activities.
	 	Master Servicer

Special Servicer

Certificate Administrator
	 
	 	 	 	 
	1122(d)(1)(iii)

	 	Any requirements in the transaction agreements to maintain a back-up
servicer for the mortgage loans are maintained.
	 	N/A
	 
	 	 	 	 
	1122(d)(1)(iv)

	 	A fidelity bond and errors and omissions policy is in effect on the
party participating in the servicing function throughout the reporting
period in the amount of coverage required by and otherwise in accordance
with the terms of the transaction agreements.
	 	Master Servicer

Special Servicer

Certificate Administrator

Trustee
	 
	 	 	 	 
	 

	 	Cash Collection and Administration	 	 
	 
	 	 	 	 
	1122(d)(2)(i)

	 	Payments on mortgage loans are deposited into the appropriate
custodial bank accounts and related bank clearing accounts no more than
two business days following receipt, or such other number of days
specified in the transaction agreements.
	 	Master Servicer

Special Servicer

Certificate Administrator
	 
	 	 	 	 
	1122(d)(2)(ii)

	 	Disbursements made via wire transfer on behalf of an obligor or to
an investor are made only by authorized personnel.
	 	Certificate Administrator
	 
	 	 	 	 
	1122(d)(2)(iii)

	 	Advances of funds or guarantees regarding collections, cash flows or
distributions, and any interest or other fees charged for such advances,
are made, reviewed and approved as specified in the transaction
agreements.
	 	Master Servicer

Special Servicer

Trustee
	 
	 	 	 	 
	1122(d)(2)(iv)

	 	The related accounts for the transaction, such as cash reserve
accounts or accounts established as a form of overcollateralization, are
separately maintained (e.g., with respect to commingling of cash) as set
forth in the transaction agreements.
	 	Master Servicer

Special Servicer

Certificate Administrator
	 
	 	 	 	 
	1122(d)(2)(v)

	 	Each custodial account is maintained at a federally insured
depository institution as set forth in the transaction agreements. For
purposes of this criterion, “federally insured depository institution”
with respect to a foreign financial institution means a foreign
financial institution that meets the requirements of Rule 13k-1(b)(1) of
the Exchange Act.
	 	Master Servicer

Special Servicer

Certificate Administrator






Exhibit O-1









 






	 	 	 	 	 
	 	 	 	 	APPLICABLE
	 	 	SERVICING CRITERIA	 	SERVICING
	Reference	 	Criteria	 	CRITERIA
	1122(d)(2)(vi)

	 	Unissued checks are safeguarded so as to prevent unauthorized access.
	 	Master Servicer

Special Servicer

Certificate Administrator
	 
	 	 	 	 
	1122(d)(2)(vii)

	 	Reconciliations are prepared on a monthly basis for all asset-backed
securities related bank accounts, including custodial accounts and
related bank clearing accounts. These reconciliations are (A)
mathematically accurate; (B) prepared within 30 calendar days after the
bank statement cutoff date, or such other number of days specified in
the transaction agreements; (C) reviewed and approved by someone other
than the person who prepared the reconciliation; and (D) contain
explanations for reconciling items. These reconciling items are resolved
within 90 calendar days of their original identification, or such other
number of days specified in the transaction agreements.
	 	Master Servicer

Special Servicer

Certificate Administrator
	 
	 	 	 	 
	 

	 	Investor Remittances and Reporting	 	 
	 
	 	 	 	 
	1122(d)(3)(i)

	 	Reports to investors, including those to be filed with the
Commission, are maintained in accordance with the transaction agreements
and applicable Commission requirements. Specifically, such reports (A)
are prepared in accordance with timeframes and other terms set forth in
the transaction agreements; (B) provide information calculated in
accordance with the terms specified in the transaction agreements; (C)
are filed with the Commission as required by its rules and regulations;
and (D) agree with investors’ or the trustee’s records as to the total
unpaid principal balance and number of mortgage loans serviced by the
Reporting Servicer.
	 	Certificate Administrator
 

Operating Advisor (other 

than with respect to 

Item 1122(d)(3)(i)(D)
	 
	 	 	 	 
	1122(d)(3)(ii)

	 	Amounts due to investors are allocated and remitted in accordance
with timeframes, distribution priority and other terms set forth in the
transaction agreements.
	 	Certificate Administrator
	 
	 	 	 	 
	1122(d)(3)(iii)

	 	Disbursements made to an investor are posted within two business
days to the Servicer’s investor records, or such other number of days
specified in the transaction agreements.
	 	Certificate Administrator

Master Servicer
	 
	 	 	 	 
	1122(d)(3)(iv)

	 	Amounts remitted to investors per the investor reports agree with
cancelled checks, or other form of payment, or custodial bank
statements.
	 	Certificate Administrator
	 
	 	 	 	 
	 

	 	Pool Asset Administration	 	 
	 
	 	 	 	 
	1122(d)(4)(i)

	 	Collateral or security on mortgage loans is maintained as required
by the transaction agreements or related mortgage loan documents.
	 	Master Servicer

Special Servicer


Certificate

Administrator (and

Custodian if different

than the Certificate

Administrator)
	 
	 	 	 	 
	1122(d)(4)(ii)

	 	Mortgage loan and related documents are safeguarded as required by
the transaction agreements
	 	Certificate

Administrator (and

Custodian if different

than the Certificate

Administrator)
	 
	 	 	 	 
	1122(d)(4)(iii)

	 	Any additions, removals or substitutions to the asset pool are made,
reviewed and approved in accordance with any conditions or requirements
in the transaction agreements.
	 	Master Servicer

Special Servicer

Certificate Administrator
	 
	 	 	 	 
	1122(d)(4)(iv)

	 	Payments on mortgage loans, including any payoffs, made in
accordance with the related mortgage loan documents are posted to the
Servicer’s obligor records maintained no more than two business days
after receipt, or such other number of days specified in the transaction
agreements, and allocated to principal, interest or other items (e.g.,
escrow) in accordance with the related mortgage loan documents.
	 	Master Servicer
	 
	 	 	 	 
	1122(d)(4)(v)

	 	The Reporting Servicer’s records regarding the mortgage loans agree
with the Reporting Servicer’s records with respect to an obligor’s
unpaid principal balance.
	 	Master Servicer






Exhibit O-2









 






	 	 	 	 	 
	 	 	 	 	APPLICABLE
	 	 	SERVICING CRITERIA	 	SERVICING
	Reference	 	Criteria	 	CRITERIA
	1122(d)(4)(vi)

	 	Changes with respect to the terms or status of an obligor’s mortgage
loans (e.g., loan modifications or re-agings) are made, reviewed and
approved by authorized personnel in accordance with the transaction
agreements and related pool asset documents.
	 	Master Servicer

Special Servicer
	 
	 	 	 	 
	1122(d)(4)(vii)

	 	Loss mitigation or recovery actions (e.g., forbearance plans,
modifications and deeds in lieu of foreclosure, foreclosures and
repossessions, as applicable) are initiated, conducted and concluded in
accordance with the timeframes or other requirements established by the
transaction agreements.
	 	Master Servicer

Special Servicer

Operating Advisor
	 
	 	 	 	 
	1122(d)(4)(viii)

	 	Records documenting collection efforts are maintained during the
period a mortgage loan is delinquent in accordance with the transaction
agreements. Such records are maintained on at least a monthly basis, or
such other period specified in the transaction agreements, and describe
the entity’s activities in monitoring delinquent mortgage loans
including, for example, phone calls, letters and payment rescheduling
plans in cases where delinquency is deemed temporary (e.g., illness or
unemployment).
	 	Master Servicer

Special Servicer
	 
	 	 	 	 
	1122(d)(4)(ix)

	 	Adjustments to interest rates or rates of return for mortgage loans
with variable rates are computed based on the related mortgage loan
documents.
	 	Master Servicer
	 
	 	 	 	 
	1122(d)(4)(x)

	 	Regarding any funds held in trust for an obligor (such as escrow
accounts): (A) such funds are analyzed, in accordance with the obligor’s
mortgage loan documents, on at least an annual basis, or such other
period specified in the transaction agreements; (B) interest on such
funds is paid, or credited, to obligors in accordance with applicable
mortgage loan documents and state laws; and (C) such funds are returned
to the obligor within 30 calendar days of full repayment of the related
mortgage loans, or such other number of days specified in the
transaction agreements.
	 	Master Servicer
	 
	 	 	 	 
	1122(d)(4)(xi)

	 	Payments made on behalf of an obligor (such as tax or insurance
payments) are made on or before the related penalty or expiration dates,
as indicated on the appropriate bills or notices for such payments,
provided that such support has been received by the servicer at least 30
calendar days prior to these dates, or such other number of days
specified in the transaction agreements.
	 	Master Servicer
	 
	 	 	 	 
	1122(d)(4)(xii)

	 	Any late payment penalties in connection with any payment to be made
on behalf of an obligor are paid from the servicer’s funds and not
charged to the obligor, unless the late payment was due to the obligor’s
error or omission.
	 	Master Servicer
	 
	 	 	 	 
	1122(d)(4)(xiii)

	 	Disbursements made on behalf of an obligor are posted within two
business days to the obligor’s records maintained by the servicer, or
such other number of days specified in the transaction agreements.
	 	Master Servicer
	 
	 	 	 	 
	1122(d)(4)(xiv)

	 	Delinquencies, charge-offs and uncollectible accounts are
recognized and recorded in accordance with the transaction agreements.
	 	Master Servicer
	 
	 	 	 	 
	1122(d)(4)(xv)

	 	Any external enhancement or other support, identified in Item
1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as
set forth in the transaction agreements.
	 	N/A











Exhibit O-3









 






     




EXHIBIT P




SUPPLEMENTAL SERVICER SCHEDULE






CFCRE
2011-C2 - Supplemental Servicer Schedule





	 	 	 	 	 	 	 	 	 
	Control Number	 	 	Property Name	 	Mortgage Loan Seller	 	Borrower Name
	 
	 	1	 	 	RiverTown Crossings Mall
	 	Cantor Commercial Real Estate Lending, L.P.	 	GGP-Grandville L.L.C.
	 	2	 	 	Plaza Mexico
	 	Cantor Commercial Real Estate Lending, L.P.	 	Plamex Investment, LLC
	 	3	 	 	GSA — FBI Portfolio
	 	Cantor Commercial Real Estate Lending, L.P.	 	NGP V Las Vegas NV LLC; NGP V Louisville KY LLC
	 	4	 	 	Shops at Solaris
	 	Cantor Commercial Real Estate Lending, L.P.	 	Solaris Commercial Owner, LLC 
	 	5	 	 	DC Mixed Use Portfolio A
	 	Cantor Commercial Real Estate Lending, L.P.	 	Jemal’s Britches L.L.C.; Jemal’s 623-625 H Street L.L.C;
Jemal’s Epes Dorsey L.L.C.; Jemal’s Candeys, Inc.; Jemal Michael Limited Partnership; Jemal’s Manassas L.L.C.; Jemal’s Livingston L.L.C.; Jemal’s DLJ L.L.C.
	 	6	 	 	918 F Street NW
	 	Cantor Commercial Real Estate Lending, L.P.	 	Jemal’s National Union Building L.L.C.
	 	7	 	 	Great America Place
	 	Cantor Commercial Real Estate Lending, L.P.	 	Aslan Newcastle Great America Owner, L.L.C.
	 	8	 	 	Cortland Apartments
	 	Cantor Commercial Real Estate Lending, L.P.	 	Cortpark Development, LLC
	 	9	 	 	Hanford Mall
	 	Cantor Commercial Real Estate Lending, L.P.	 	Passco Hanford Mall, LLC
	 	10	 	 	Marketplace at Santee
	 	Cantor Commercial Real Estate Lending, L.P.	 	Santee Retail, L.P.
	 	11	 	 	Courtyard Marriott Virginia Beach North
	 	Cantor Commercial Real Estate Lending, L.P.	 	Apple Eight SPE Virginia Beach North, Inc.
	 	12	 	 	Courtyard Marriott Charlottesville University Medical Center
	 	Cantor Commercial Real Estate Lending, L.P.	 	Apple Eight SPE Charlottesville, Inc.
	 	13	 	 	American Hospitality Portfolio
	 	Cantor Commercial Real Estate Lending, L.P.	 	Wilcare Delaware, LLC; Sunnyland Delaware, LLC; Wilcare Polaris, LLC; Sunnyland Management Co., LLC
	 	14	 	 	Courtyard Marriott Virginia Beach South
	 	Cantor Commercial Real Estate Lending, L.P.	 	Apple Eight SPE Virginia Beach South, Inc.
	 	15	 	 	Hampton Inn Santa Barbara/Goleta
	 	Cantor Commercial Real Estate Lending, L.P.	 	Ocean Park Hotels-SBA, LLC
	 	16	 	 	Courtyard Marriott Carolina Beach
	 	Cantor Commercial Real Estate Lending, L.P.	 	Apple Eight SPE Carolina Beach, L.P.
	 	17	 	 	Stonebridge Apartments
	 	Cantor Commercial Real Estate Lending, L.P.	 	Rock Bridge Apartments, LLC
	 	18	 	 	StorMor Portfolio
	 	Cantor Commercial Real Estate Lending, L.P.	 	George’s Stor-Mor Realty, LLC
	 	19	 	 	LAD SpringHill Suites
	 	Cantor Commercial Real Estate Lending, L.P.	 	LAD Hotel Partners, LLC
	 	20	 	 	River Street Inn
	 	Cantor Commercial Real Estate Lending, L.P.	 	Resource RSI Phase I, LLC; Resource RSI Phase II, LLC
	 	21	 	 	Fairfax Ridge
	 	Cantor Commercial Real Estate Lending, L.P.	 	Fairfax Ridge Offices LLC
	 	22	 	 	Lakehills Plaza
	 	Cantor Commercial Real Estate Lending, L.P.	 	Lakehills South, L.P.
	 	23	 	 	Barrington Hills Apartments
	 	Cantor Commercial Real Estate Lending, L.P.	 	Barrington Hills Georgia Limited Partnership
	 	24	 	 	Mountain View at Southgate Apartments
	 	Cantor Commercial Real Estate Lending, L.P.	 	Brookhollow Holdings, L.P.
	 	25	 	 	Crossroads Center
	 	Cantor Commercial Real Estate Lending, L.P.	 	Crossroads Office, LLC
	 	26	 	 	Canyon Hills Marketplace II
	 	Cantor Commercial Real Estate Lending, L.P.	 	CHMP II Owner, LLC
	 	27	 	 	2421-27 Webster
	 	Cantor Commercial Real Estate Lending, L.P.	 	2427 Webster LLC
	 	28	 	 	Brookmeade Apartments
	 	Cantor Commercial Real Estate Lending, L.P.	 	Brookmeade Finance, LLC
	 	29	 	 	Heritage Hills Shopping Center
	 	Cantor Commercial Real Estate Lending, L.P.	 	Kim’s Yosemite Springs, LLC; Elshout’s Yosemite Springs, LLC; Carlisle’s Yosemite Springs, LLC; Woodbury’s Yosemite Springs, LLC
	 	30	 	 	B’nai B’rith House
	 	Cantor Commercial Real Estate Lending, L.P.	 	B'nai B'rith Claymont, LP
	 	31	 	 	Gillespie Field Distribution
	 	Cantor Commercial Real Estate Lending, L.P.	 	Gillespie GH, LLC
	 	32	 	 	DC Mixed Use Portfolio B
	 	Cantor Commercial Real Estate Lending, L.P.	 	Jemal Belmont Limited Partnership; Jemal’s Peter’s Flowers L.L.C.; Jemal’s Jackson L.L.C.
	 	33	 	 	Phoenix Centers I & II
	 	Cantor Commercial Real Estate Lending, L.P.	 	PC II Vertical, LLC; Phoenix Center I, LLC
	 	34	 	 	Stonetown MH Portfolio
	 	Cantor Commercial Real Estate Lending, L.P.	 	Stonetown Woodshire, LLC; Stonetown Cobblestone, LLC; Stonetown Parkway, LLC; Stonetown Apollo, LLC; Stonetown Forest Acres, LLC
	 	35	 	 	Staybridge Suites Houston
	 	Cantor Commercial Real Estate Lending, L.P.	 	Diamond Houston I, L.P.
	 	36	 	 	Highland Road Village
	 	Cantor Commercial Real Estate Lending, L.P.	 	Cockrell Road Apartments, LP
	 	37	 	 	Gerhardt Building
	 	Cantor Commercial Real Estate Lending, L.P.	 	Queen Bea LLC
	 	38	 	 	Hampstead Apartments
	 	Cantor Commercial Real Estate Lending, L.P.	 	Hampstead Investors LLC
	 	39	 	 	Suntree Square
	 	Cantor Commercial Real Estate Lending, L.P.	 	AEJ Development LLC
	 	40	 	 	215 Mount Hope
	 	Cantor Commercial Real Estate Lending, L.P.	 	Drew Development Limited
	 	41	 	 	La Jolla Eastgate
	 	Cantor Commercial Real Estate Lending, L.P.	 	La Jolla Eastgate Building L.P.
	 	42	 	 	Napa Valley Professional Plaza
	 	Cantor Commercial Real Estate Lending, L.P.	 	MKD Soscol Partners, L.P.
	 	43	 	 	Meadowlands MHC
	 	Cantor Commercial Real Estate Lending, L.P.	 	Meadowlands Gibraltar, L.L.C.
	 	44	 	 	Wheatland Apartments
	 	Cantor Commercial Real Estate Lending, L.P.	 	WPA 2, LLC
	 	45	 	 	1791 Grand Concourse
	 	Cantor Commercial Real Estate Lending, L.P.	 	Denpat Associates LLC
	 	46	 	 	Fairway Oaks Shopping Center
	 	Cantor Commercial Real Estate Lending, L.P.	 	CRP II-Fairway Oaks, LLC
	 	47	 	 	Shops by the Bay
	 	Cantor Commercial Real Estate Lending, L.P.	 	Bay Area Shops, Ltd.
	 	48	 	 	Horizon Village
	 	Cantor Commercial Real Estate Lending, L.P.	 	Dearborn Venture Capital LLC
	 	49	 	 	Parkway Executive Center
	 	Cantor Commercial Real Estate Lending, L.P.	 	Parkway Investors LLC
	 	50	 	 	Neighborhood Shoppes at Polaris
	 	Cantor Commercial Real Estate Lending, L.P.	 	MFC Polaris I Venture, LLC
	 	51	 	 	Paramount Plaza
	 	Cantor Commercial Real Estate Lending, L.P.	 	Gulf Atlantic Real Estate Group, Limited Company










Exhibit P-1









 






     





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Original	 	Remaining	 	 	 	 	 	Engineering	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Cut-Off	 	Amortization	 	Amortization	 	 	 	Secured	 	Escrow/	 	 	 	 	 	 	 	Insurance	 	Insurance	 	Replacement	 	Replacement	 	Replacement	 	TI/LC	 	TI/LC	 	TI/LC	 	Other	 	Other
	Property	 	Property	 	 	 	 	 	Original	 	Date	 	Term	 	Term	 	Guarantor	 	by LOC	 	Deferred	 	Environmental	 	Tax Escrow	 	Tax Escrow	 	Escrow	 	Escrow	 	Reserve	 	Reserve	 	Reserve	 	Reserve	 	Reserve	 	Reserve	 	Escrow	 	Escrow
	Type	 	Subtype	 	State	 	Zip Code	 	Balance ($)	 	Balance ($)	 	(Mos.)	 	(Mos.)	 	Y/N	 	Y/N	 	Maintenance	 	Escrow	 	(Initial)	 	(Monthly)	 	(Initial)	 	(Monthly)	 	(Initial)	 	(Monthly)	 	Cap	 	(Initial)	 	(Monthly)	 	Cap	 	(Initial)	 	(Monthly)
	 
	Retail
	 	Super Regional Mall	 	MI	 	49418	 	100,000,000	 	99,307,035	 	360	 	354	 	Y	 	N	 	0	 	0	 	1,643,154	 	203,887	 	0	 	0	 	0	 	0	 	0	 	0	 	0	 	0	 	568,868	 	0
	Retail
	 	Anchored	 	CA	 	90262	 	81,750,000	 	81,601,522	 	360	 	358	 	Y	 	N	 	268,125	 	0	 	436,500	 	48,500	 	146,584	 	16,287	 	0	 	6,911	 	0	 	0	 	25,000	 	900,000	 	535,295	 	0
	Office
	 	Suburban	 	Various	 	Various	 	58,500,000	 	58,500,000	 	360	 	360	 	Y	 	N	 	0	 	0	 	140,488	 	34,895	 	37,392	 	5,342	 	0	 	2,839	 	136,291	 	0	 	0	 	0	 	0	 	0
	Retail
	 	Anchored	 	CO	 	81657	 	44,000,000	 	43,956,198	 	360	 	359	 	Y	 	N	 	0	 	0	 	180,000	 	30,000	 	30,417	 	6,083	 	0	 	1,170	 	0	 	0	 	8,777	 	0	 	5,800,000	 	0
	Various
	 	Various	 	Various	 	Various	 	24,400,000	 	24,400,000	 	300	 	300	 	Y	 	N	 	12,288	 	0	 	204,869	 	44,998	 	8,522	 	947	 	0	 	1,530	 	0	 	0	 	6,207	 	500,000	 	36,210	 	0
	Office
	 	CBD	 	DC	 	20004	 	9,400,000	 	9,400,000	 	300	 	300	 	Y	 	N	 	3,875	 	0	 	64,283	 	12,717	 	3,634	 	404	 	0	 	468	 	0	 	79,789	 	4,684	 	250,000	 	103,055	 	0
	Office
	 	Suburban	 	CA	 	95054	 	32,000,000	 	31,864,416	 	360	 	356	 	Y	 	N	 	0	 	0	 	217,500	 	43,500	 	25,720	 	8,573	 	56,000	 	2,797	 	100,000	 	1,118,120	 	15,849	 	1,500,000	 	538,515	 	0
	Multifamily
	 	Garden	 	MD	 	21742	 	29,000,000	 	28,836,292	 	360	 	355	 	Y	 	N	 	11,750	 	7,500	 	91,667	 	45,833	 	10,887	 	5,443	 	0	 	9,000	 	0	 	0	 	0	 	0	 	470,400	 	0
	Retail
	 	Regional Mall	 	CA	 	93230	 	25,500,000	 	25,500,000	 	360	 	360	 	Y	 	N	 	66,993	 	0	 	275,000	 	91,667	 	90,212	 	11,277	 	0	 	8,277	 	0	 	0	 	20,693	 	1,000,000	 	83,200	 	An amount equal to the greater of (a) 50%
of all cash remaining after payment of the (i) Debt Service, (ii) Reserve Payments and (iii) Operating Expenses or (b) $10,000.
Deposits are no longer required once the reserve account equals or exceeds $1,200,000.
	Retail
	 	Anchored	 	CA	 	92071	 	22,825,000	 	22,710,310	 	360	 	355	 	Y	 	N	 	0	 	0	 	125,000	 	20,833	 	5,703	 	1,426	 	0	 	858	 	0	 	0	 	3,596	 	200,000	 	208,030	 	0
	Hospitality
	 	Limited Service	 	VA	 	23451	 	17,500,000	 	17,474,805	 	300	 	299	 	Y	 	Y	 	0	 	0	 	24,867	 	20,045	 	58,619	 	4,813	 	0	 	31,155	 	0	 	0	 	0	 	0	 	860,000	 	0
	Hospitality
	 	Limited Service	 	VA	 	22903	 	15,500,000	 	15,477,685	 	300	 	299	 	Y	 	Y	 	0	 	0	 	16,176	 	16,176	 	16,082	 	1,278	 	0	 	24,996	 	0	 	0	 	0	 	0	 	120,000	 	0
	Hospitality
	 	Limited Service	 	Various	 	Various	 	15,500,000	 	15,435,666	 	300	 	297	 	Y	 	N	 	0	 	0	 	48,167	 	18,417	 	20,022	 	2,866	 	0	 	22,701	 	0	 	0	 	0	 	0	 	0	 	0
	Hospitality
	 	Limited Service	 	VA	 	23451	 	14,500,000	 	14,479,125	 	300	 	299	 	Y	 	Y	 	0	 	0	 	18,123	 	15,357	 	56,594	 	5,249	 	0	 	24,515	 	0	 	0	 	0	 	0	 	620,000	 	0
	Hospitality
	 	Limited Service	 	CA	 	93117	 	12,500,000	 	12,482,328	 	300	 	299	 	Y	 	N	 	62,500	 	0	 	70,667	 	17,667	 	1,323	 	2,437	 	0	 	16,202	 	0	 	0	 	0	 	0	 	0	 	0
	Hospitality
	 	Limited Service	 	NC	 	28428	 	12,500,000	 	12,482,004	 	300	 	299	 	Y	 	Y	 	0	 	0	 	0	 	8,624	 	52,252	 	4,348	 	0	 	23,206	 	0	 	0	 	0	 	0	 	640,000	 	0
	Multifamily
	 	Garden	 	OH	 	43004	 	12,000,000	 	11,949,447	 	360	 	356	 	Y	 	N	 	0	 	10,000	 	78,500	 	26,167	 	10,300	 	5,150	 	0	 	8,000	 	0	 	0	 	0	 	0	 	0	 	0
	Self Storage
	 	Self Storage	 	NC	 	Various	 	11,000,000	 	10,990,844	 	360	 	359	 	Y	 	N	 	28,750	 	3,790	 	6,908	 	6,908	 	5,333	 	667	 	0	 	3,795	 	0	 	0	 	0	 	0	 	0	 	0
	Hospitality
	 	Limited Service	 	LA	 	71111	 	11,000,000	 	10,947,946	 	360	 	355	 	Y	 	N	 	0	 	0	 	97,333	 	12,167	 	31,683	 	6,622	 	13,923	 	13,923	 	0	 	0	 	0	 	0	 	0	 	0
	Hospitality
	 	Limited Service	 	GA	 	31401	 	10,700,000	 	10,644,959	 	300	 	296	 	Y	 	N	 	78,463	 	0	 	34,000	 	8,500	 	35,551	 	5,197	 	0	 	13,909	 	0	 	0	 	1,356	 	0	 	185,014	 	44,947
	Office
	 	Suburban	 	VA	 	22030	 	10,500,000	 	10,500,000	 	360	 	360	 	Y	 	N	 	0	 	0	 	11,667	 	11,667	 	3,213	 	535	 	0	 	1,114	 	0	 	0	 	5,568	 	0	 	721,691	 	0
	Retail
	 	Shadow Anchored	 	TX	 	78704	 	10,000,000	 	9,950,509	 	360	 	355	 	Y	 	N	 	10,000	 	0	 	132,437	 	22,073	 	12,463	 	1,039	 	0	 	1,204	 	0	 	250,000	 	0	 	250,000	 	0	 	0
	Multifamily
	 	Garden	 	GA	 	30092	 	9,650,000	 	9,612,387	 	360	 	356	 	Y	 	N	 	4,219	 	9,250	 	158,333	 	15,833	 	21,274	 	5,318	 	0	 	7,833	 	0	 	0	 	0	 	0	 	0	 	0
	Multifamily
	 	Garden	 	TX	 	79925	 	9,620,000	 	9,611,371	 	360	 	359	 	Y	 	N	 	12,313	 	0	 	137,500	 	12,500	 	14,703	 	4,901	 	0	 	8,387	 	0	 	0	 	0	 	0	 	0	 	0
	Office
	 	Suburban	 	VA	 	24012	 	9,500,000	 	9,500,000	 	360	 	360	 	Y	 	N	 	8,938	 	0	 	41,125	 	13,708	 	8,482	 	2,827	 	0	 	5,364	 	0	 	0	 	13,409	 	161,000	 	0	 	0
	Retail
	 	Anchored	 	CA	 	92532	 	9,400,000	 	9,344,280	 	360	 	355	 	Y	 	N	 	0	 	0	 	30,000	 	7,500	 	2,035	 	509	 	0	 	646	 	0	 	0	 	1,291	 	0	 	27,000	 	0
	Multifamily
	 	Mid-Rise	 	NY	 	10458	 	9,100,000	 	9,079,976	 	360	 	358	 	Y	 	N	 	16,063	 	0	 	70,000	 	17,500	 	12,964	 	3,209	 	0	 	2,333	 	0	 	0	 	0	 	0	 	0	 	0
	Multifamily
	 	Garden	 	MD	 	21795	 	8,750,000	 	8,696,304	 	360	 	354	 	Y	 	N	 	0	 	0	 	70,000	 	7,000	 	12,290	 	1,536	 	0	 	2,500	 	0	 	0	 	0	 	0	 	66,500	 	0
	Retail
	 	Shadow Anchored	 	CO	 	80124	 	8,550,000	 	8,493,615	 	360	 	353	 	Y	 	N	 	0	 	0	 	39,333	 	19,667	 	1,201	 	600	 	0	 	840	 	0	 	0	 	3,475	 	250,000	 	219,601	 	0
	Multifamily
	 	Mid-Rise	 	DE	 	19703	 	8,150,000	 	8,129,639	 	300	 	298	 	Y	 	N	 	0	 	0	 	0	 	0	 	4,044	 	4,044	 	0	 	4,650	 	0	 	0	 	0	 	0	 	3,556,890	 	0
	Industrial
	 	Warehouse/Distribution	 	CA	 	92020	 	8,100,000	 	8,076,849	 	360	 	357	 	Y	 	N	 	11,719	 	0	 	106,667	 	13,333	 	2,315	 	1,157	 	0	 	2,878	 	0	 	0	 	5,005	 	0	 	0	 	0
	Various
	 	Various	 	DC	 	Various	 	7,770,000	 	7,723,954	 	360	 	354	 	Y	 	N	 	26,100	 	0	 	34,333	 	8,583	 	1,239	 	413	 	0	 	684	 	0	 	120,000	 	0	 	100,000	 	137,000	 	0
	Retail
	 	Shadow Anchored	 	MO	 	63090	 	7,560,000	 	7,539,401	 	360	 	357	 	Y	 	N	 	7,282	 	0	 	188,333	 	18,833	 	26,265	 	3,724	 	0	 	1,630	 	0	 	0	 	8,309	 	0	 	0	 	0
	Manufactured Housing
	 	Manufactured Housing Community	 	Various	 	Various	 	7,550,000	 	7,529,713	 	360	 	357	 	Y	 	N	 	58,850	 	0	 	94,667	 	10,358	 	4,313	 	2,156	 	0	 	2,004	 	0	 	0	 	0	 	0	 	465,454	 	0
	Hospitality
	 	Limited Service	 	TX	 	77077	 	7,100,000	 	7,045,655	 	300	 	294	 	Y	 	N	 	0	 	0	 	105,000	 	17,500	 	15,870	 	7,935	 	121,400	 	10,919	 	0	 	0	 	0	 	0	 	436,087	 	0
	Multifamily
	 	Garden	 	TX	 	75211	 	6,900,000	 	6,900,000	 	360	 	360	 	Y	 	N	 	200,000	 	0	 	13,750	 	13,750	 	42,174	 	4,217	 	0	 	8,853	 	0	 	0	 	0	 	0	 	0	 	0
	Mixed Use
	 	Multifamily/Retail	 	MO	 	63108	 	6,750,000	 	6,743,517	 	360	 	359	 	Y	 	N	 	16,188	 	0	 	87,200	 	7,267	 	6,038	 	1,510	 	0	 	618	 	0	 	50,000	 	2,738	 	125,000	 	0	 	0
	Multifamily
	 	Garden	 	NC	 	28443	 	6,675,000	 	6,635,099	 	360	 	354	 	Y	 	N	 	0	 	0	 	21,500	 	3,583	 	36,667	 	4,583	 	0	 	2,500	 	0	 	0	 	0	 	0	 	0	 	0
	Retail
	 	Anchored	 	FL	 	32940	 	6,500,000	 	6,450,931	 	300	 	295	 	Y	 	N	 	0	 	0	 	116,441	 	13,175	 	7,063	 	7,063	 	0	 	1,879	 	50,000	 	0	 	8,268	 	200,000	 	0	 	0
	Multifamily
	 	Mid-Rise	 	NY	 	10457	 	6,200,000	 	6,192,540	 	360	 	359	 	Y	 	N	 	30,625	 	0	 	0	 	7,250	 	21,093	 	2,353	 	0	 	1,500	 	0	 	0	 	0	 	0	 	0	 	0
	Office
	 	Suburban	 	CA	 	92037	 	6,200,000	 	6,161,683	 	360	 	354	 	Y	 	Y	 	1,875	 	0	 	50,750	 	7,250	 	6,439	 	715	 	0	 	762	 	45,000	 	0	 	4,167	 	200,000	 	45,382	 	0
	Office
	 	Suburban	 	CA	 	94559	 	5,900,000	 	5,860,305	 	360	 	353	 	Y	 	N	 	5,000	 	0	 	15,500	 	10,333	 	13,870	 	1,492	 	0	 	1,418	 	0	 	50,000	 	5,367	 	0	 	23,836	 	0
	Manufactured Housing
	 	Manufactured Housing Community	 	MI	 	48173	 	5,700,000	 	5,690,612	 	360	 	358	 	Y	 	N	 	0	 	0	 	34,750	 	9,083	 	1,206	 	241	 	0	 	1,333	 	32,000	 	0	 	0	 	0	 	0	 	0
	Multifamily
	 	Garden	 	ND	 	58103	 	5,700,000	 	5,665,521	 	360	 	354	 	Y	 	N	 	6,125	 	0	 	49,167	 	9,833	 	13,883	 	1,983	 	0	 	2,455	 	0	 	0	 	0	 	0	 	51,598	 	0
	Multifamily
	 	Mid-Rise	 	NY	 	10453	 	4,900,000	 	4,888,782	 	360	 	358	 	Y	 	N	 	57,595	 	0	 	35,333	 	8,833	 	7,595	 	1,870	 	0	 	1,625	 	0	 	0	 	0	 	0	 	500,000	 	0
	Retail
	 	Anchored	 	FL	 	34667	 	4,800,000	 	4,795,897	 	360	 	359	 	Y	 	N	 	0	 	0	 	8,500	 	8,500	 	13,501	 	0	 	0	 	1,321	 	0	 	0	 	3,300	 	0	 	0	 	0
	Retail
	 	Unanchored	 	TX	 	77598	 	4,100,000	 	4,100,000	 	360	 	360	 	Y	 	N	 	0	 	0	 	5,250	 	5,250	 	3,613	 	1,807	 	0	 	338	 	0	 	0	 	1,688	 	0	 	0	 	0
	Mixed Use
	 	Multifamily/Retail	 	MI	 	48124	 	4,030,000	 	4,030,000	 	360	 	360	 	Y	 	N	 	0	 	0	 	41,775	 	9,525	 	2,782	 	1,391	 	0	 	875	 	0	 	250,000	 	0	 	0	 	0	 	0
	Office
	 	Medical	 	VA	 	23666	 	4,000,000	 	3,970,917	 	300	 	295	 	Y	 	N	 	6,250	 	0	 	12,667	 	6,333	 	1,657	 	829	 	0	 	735	 	0	 	0	 	1,325	 	47,700	 	300,000	 	0
	Retail
	 	Unanchored	 	OH	 	43240	 	3,850,000	 	3,828,819	 	300	 	296	 	Y	 	N	 	6,000	 	15,000	 	13,333	 	6,667	 	1,363	 	1,363	 	0	 	575	 	0	 	0	 	2,860	 	200,000	 	25,000	 	0
	Office
	 	Suburban	 	FL	 	33618	 	2,900,000	 	2,897,561	 	360	 	359	 	Y	 	N	 	91,160	 	0	 	52,000	 	6,500	 	23,407	 	1,801	 	0	 	1,030	 	0	 	0	 	3,330	 	0	 	0	 	0






Exhibit P-2









 





     



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Insured by Residual	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Value Insurance,	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Lease Enhancement	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Policy or	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Environmental	 	O&M Plan In-Place	 	 	 	 	 	 	 	 	 	 
	Other Escrow Cap	 	Grace to Default	 	Grace to Late	 	Policy Y/N	 	Y/N	 	Environmental Repairs	 	Lockbox Type	 	Cash Management	 	Property Size	 	Unit of Measure
	 
	0
	 	0	 	0	 	N	 	N	 	 	 	Hard	 	In Place	 	635,769	 	Square Feet
	0
	 	0	 	0	 	N	 	Y	 	 	 	Hard	 	In Place	 	394,772	 	Square Feet
	0
	 	0	 	0	 	N	 	N	 	 	 	Hard	 	In Place	 	227,152	 	Square Feet
	0
	 	0	 	0	 	N	 	N	 	 	 	Hard	 	In Place	 	70,023	 	Square Feet
	0
	 	0	 	0	 	N	 	Y	 	 	 	Hard	 	In Place	 	67,738	 	Square Feet
	0
	 	0	 	0	 	N	 	N	 	 	 	Hard	 	In Place	 	28,106	 	Square Feet
	0
	 	0	 	0	 	N	 	N	 	 	 	Hard	 	Springing	 	223,753	 	Square Feet
	0
	 	0	 	0	 	N	 	N	 	Radon testing and remediation if necessary	 	Soft	 	In Place	 	432	 	Units
	1,200,000
	 	0	 	0	 	N	 	N	 	 	 	Hard	 	In Place	 	331,080	 	Square Feet
	0
	 	0	 	0	 	N	 	N	 	 	 	Hard	 	Springing	 	68,662	 	Square Feet
	0
	 	0	 	0	 	N	 	N	 	 	 	Hard	 	Springing	 	160	 	Rooms
	0
	 	0	 	0	 	N	 	N	 	 	 	Hard	 	Springing	 	137	 	Rooms
	0
	 	0	 	0	 	N	 	N	 	 	 	Hard	 	In Place	 	215	 	Rooms
	0
	 	0	 	0	 	N	 	N	 	 	 	Hard	 	Springing	 	141	 	Rooms
	0
	 	0	 	0	 	N	 	N	 	 	 	Hard	 	Springing	 	98	 	Rooms
	0
	 	0	 	0	 	N	 	N	 	 	 	Hard	 	Springing	 	144	 	Rooms
	0
	 	0	 	0	 	N	 	N	 	Radon testing and remediation if necessary	 	Soft	 	Springing	 	384	 	Units
	0
	 	0	 	0	 	N	 	N	 	Abandonment of an inactive well	 	Soft	 	Springing	 	262,202	 	Square Feet
	0
	 	0	 	0	 	N	 	N	 	 	 	Hard	 	Springing	 	150	 	Rooms
	0
	 	0	 	0	 	N	 	Y	 	 	 	Hard	 	Springing	 	86	 	Rooms
	0
	 	0	 	7	 	N	 	N	 	 	 	Soft	 	Springing	 	66,812	 	Square Feet
	0
	 	0	 	0	 	N	 	N	 	 	 	Hard	 	Springing	 	76,022	 	Square Feet
	0
	 	0	 	0	 	N	 	N	 	Radon testing and remediation if necessary	 	Soft	 	Springing	 	376	 	Units
	0
	 	0	 	0	 	N	 	Y	 	 	 	Soft	 	Springing	 	296	 	Units
	0
	 	0	 	0	 	N	 	Y	 	 	 	Hard	 	In Place	 	321,824	 	Square Feet
	0
	 	0	 	0	 	N	 	N	 	 	 	Hard	 	In Place	 	51,645	 	Square Feet
	0
	 	0	 	0	 	N	 	Y	 	 	 	Springing	 	Springing	 	112	 	Units
	0
	 	0	 	0	 	N	 	N	 	 	 	Soft	 	In Place	 	120	 	Units
	0
	 	0	 	0	 	N	 	N	 	 	 	Hard	 	Springing	 	34,749	 	Square Feet
	0
	 	0	 	0	 	N	 	Y	 	 	 	Hard	 	Springing	 	208	 	Units
	0
	 	0	 	0	 	N	 	N	 	 	 	Springing	 	Springing	 	150,159	 	Square Feet
	0
	 	0	 	0	 	N	 	Y	 	 	 	Hard	 	In Place	 	22,728	 	Square Feet
	0
	 	0	 	0	 	N	 	N	 	 	 	Hard	 	Springing	 	91,171	 	Square Feet
	0
	 	0	 	0	 	N	 	Y	 	 	 	Springing	 	Springing	 	481	 	Pads
	0
	 	0	 	0	 	N	 	N	 	 	 	Soft	 	Springing	 	122	 	Rooms
	0
	 	0	 	0	 	N	 	Y	 	 	 	Soft	 	Springing	 	332	 	Units
	0
	 	0	 	0	 	N	 	Y	 	 	 	Springing	 	Springing	 	32,859	 	Square Feet
	0
	 	0	 	15	 	N	 	N	 	 	 	Soft	 	Springing	 	120	 	Units
	0
	 	0	 	0	 	N	 	N	 	 	 	Springing	 	Springing	 	90,194	 	Square Feet
	0
	 	0	 	0	 	N	 	Y	 	 	 	Springing	 	Springing	 	72	 	Units
	0
	 	0	 	0	 	N	 	N	 	 	 	Hard	 	Springing	 	45,694	 	Square Feet
	0
	 	0	 	0	 	N	 	Y	 	 	 	Springing	 	Springing	 	51,519	 	Square Feet
	0
	 	0	 	0	 	N	 	N	 	 	 	Springing	 	Springing	 	320	 	Pads
	0
	 	0	 	0	 	N	 	N	 	 	 	Hard	 	Springing	 	114	 	Units
	0
	 	0	 	0	 	N	 	N	 	 	 	Springing	 	Springing	 	65	 	Units
	0
	 	0	 	0	 	N	 	N	 	 	 	Springing	 	Springing	 	79,283	 	Square Feet
	0
	 	0	 	0	 	N	 	N	 	 	 	Springing	 	Springing	 	20,250	 	Square Feet
	0
	 	0	 	0	 	N	 	N	 	 	 	Hard	 	Springing	 	27	 	Units
	0
	 	0	 	0	 	N	 	N	 	 	 	Hard	 	Springing	 	35,200	 	Square Feet
	0
	 	0	 	0	 	N	 	N	 	Compliance permit	 	Hard	 	Springing	 	34,316	 	Square Feet
	0
	 	0	 	0	 	N	 	N	 	 	 	Hard	 	Springing	 	62,000	 	Square Feet







Exhibit P-3









 





EXHIBIT Q-1




FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY THE TRUSTEE




			
	Re:	 	CFCRE Commercial Mortgage Trust 2011-C2, Commercial Mortgage
Pass-Through Certificates, Series 2011-C2 (the “Trust”), issued
pursuant to the Pooling and Servicing Agreement, dated as of December 11, 2011
(the “Pooling and Servicing Agreement”), executed in connection
with the above-referenced transaction





          I, [identifying the certifying individual], a [title] of [TRUSTEE], certify to CCRE Commercial
Mortgage Securities, L.P. and its officers, directors and affiliates, and with the knowledge and
intent that they will rely upon this certification in delivering the Sarbanes-Oxley Certification
required by Section 10.06 of the Pooling and Servicing Agreement relating to the
Certificates that:




          1) I am responsible for reviewing the activities performed by the Trustee under the Pooling
and Servicing Agreement and based upon my knowledge and the compliance review conducted in
preparing the Trustee compliance statements required under Section 10.09 of the Pooling and
Servicing Agreement with respect to the Trustee, and except as disclosed in such compliance
statement delivered under Section 10.09 of the Pooling and Servicing Agreement, the Trustee
has fulfilled its obligations under the Pooling and Servicing Agreement in all material respects in
the year to which such review applies;




          2) The report on assessment of compliance with servicing criteria applicable to the Trustee
for asset-backed securities with respect to the Trustee or any Servicing Function Participant
retained by the Trustee and related attestation report on assessment of compliance with the
Relevant Servicing Criteria required to be included in the annual report on Form 10-K for the
period covered by the Applicable Servicing Reports in accordance with Item 1122 of Regulation AB
and Exchange Act Rules 13a-18 and 15d-18 has been provided to the Depositor and to the Certificate
Administrator for inclusion as an exhibit to such Form 10-K. Any material instances of
noncompliance described in such reports have been provided to the Certificate Administrator and the
Depositor for disclosure in such annual report on Form 10-K;




          In giving the certifications above, I have reasonably relied on information provided to me by
the following unaffiliated parties: [list applicable transaction parties].




          Capitalized terms used herein and not otherwise defined herein shall have the respective
meanings assigned to them in the Pooling and Servicing Agreement.







Exhibit Q-1-1









 







Date: _________________________



[___________]




	 	 	 	 	 
	 	 	 
	 	By:  	 	 
	 	 	[Name] 	 
	 	 	 	 
	 




Exhibit Q-1-2











 





EXHIBIT Q-2




FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR

BY THE MASTER SERVICER



	 	 	 

	Re:

	 	CFCRE Commercial Mortgage Trust 2011-C2, Commercial Mortgage
Pass-Through Certificates, Series 2011-C2 (the “Trust”), issued
pursuant to the Pooling and Servicing Agreement, dated as of December 11, 2011
(the “Pooling and Servicing Agreement”), executed in connection
with the above-referenced transaction






          I, [identify the certifying individual], a [title] of [MASTER SERVICER], certify to CCRE
Commercial Mortgage Securities, L.P. and its officers, directors and affiliates, and with the
knowledge and intent that they will rely upon this certification in delivering the Sarbanes-Oxley
Certification required by Section 10.06 of the Pooling and Servicing Agreement relating to
the Certificates that:




          1) I have reviewed the servicing reports relating to the Trust Fund delivered by the Master
Servicer to the Certificate Administrator covering the fiscal year 20__ (collectively, the
“Applicable Servicing Reports”);




          2) Based on my knowledge, and assuming the accuracy of the statements required to be made in
the corresponding certificate of the Special Servicer (to the extent such statements are relevant
to the statements made in this certification by the Master Servicer), the servicing information in
the Applicable Servicing Reports, taken as a whole, does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements made, in light of
the circumstances under which such statements were made, not misleading with respect to the period
covered by the Applicable Servicing Reports;




          3) Based on my knowledge, and assuming the accuracy of the statements required to be made in
the corresponding certificate of the Special Servicer (to the extent such statements are relevant
to the statements made in this certification by the Master Servicer), the servicing information
required to be provided in the Applicable Servicing Reports to the Certificate Administrator by the
Master Servicer under the Pooling and Servicing Agreement is included in such reports;




          4) I am responsible for reviewing the activities performed by the Master Servicer under the
Pooling and Servicing Agreement and based upon my knowledge and the compliance review conducted in
preparing the servicer compliance statement required under Section 10.09 of the Pooling and
Servicing Agreement with respect to the Master Servicer, and except as disclosed in such compliance
statement delivered by the Master Servicer under Section 10.09 of the Pooling and Servicing
Agreement, the Master Servicer has fulfilled its obligations under the Pooling and Servicing
Agreement in all material respects in the year to which such review applies;




          5) The accountants that are to deliver the annual attestation report on assessment of
compliance with the Relevant Servicing Criteria in respect of the Master Servicer




Exhibit Q-2-1




 









 







with respect to the fiscal year 20__ have been provided all information relating to the Master
Servicer’s assessment of compliance with the Relevant Servicing Criteria in order to enable them to
conduct a review in compliance with the standards for attestation engagements issued or adopted by
PCAOB; and




          6) The report on assessment of compliance with servicing criteria and the related attestation
report on assessment of compliance with servicing criteria required to be delivered in accordance
with Section 10.10 and Section 10.11 of the Pooling and Servicing Agreement
discloses all material instances of noncompliance with the Relevant Servicing Criteria.




          Further, notwithstanding the foregoing certifications, the Master Servicer does not make any
certification under the foregoing clauses 1 through 6 that is in turn dependent (i) upon
information required to be provided by any sub-servicer acting under a sub-servicing agreement that
the Master Servicer entered into in connection with the issuance of the Certificates, or upon the
performance by any such sub-servicer of its obligations pursuant to any such sub-servicing
agreement, in each case beyond the respective backup certifications actually provided by such
sub-servicer to the Master Servicer with respect to the information that is subject of such
certification, or (ii) upon information required to be provided by the other master servicers or
upon the performance by the other master servicers of their obligations pursuant to the applicable
other pooling and servicing agreement, in each case beyond the backup certification actually
provided by such other master servicer to the Master Servicer with respect to the information that
is the subject of such certification; provided that this clause (ii) shall not apply in the event
the Master Servicer is, or is an Affiliate of, the applicable other master servicer.




          Capitalized terms used herein and not otherwise defined herein shall have the respective
meanings assigned to them in the Pooling and Servicing Agreement.



Date: ____________________________________



[___________________________________]




By: ____________________________________

       [Name]




Exhibit Q-2-2







 









 








EXHIBIT Q-3




FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR

BY THE SPECIAL SERVICER



	 	 	 

	Re:

	 	CFCRE Commercial Mortgage Trust 2011-C2, Commercial Mortgage
Pass-Through Certificates, Series 2011-C2 (the “Trust”), issued
pursuant to the Pooling and Servicing Agreement, dated as of December 11, 2011
(the “Pooling and Servicing Agreement”), executed in connection with
the above-referenced transaction






          I, [identify the certifying individual], a [title] of [SPECIAL SERVICER], certify to CCRE
Commercial Mortgage Securities, L.P. and its officers, directors and affiliates, and with the
knowledge and intent that they will rely upon this certification in delivering the Sarbanes-Oxley
Certification required by Section 10.06 of the Pooling and Servicing Agreement relating to
the Certificates that:




          1) I have reviewed the Applicable Servicing Reports (as defined below);




          2) Based on my knowledge, the servicing information in the servicing reports or information
relating to the trust fund delivered by the Special Servicer to the Master Servicer covering the
fiscal year 20__ (collectively, the “Applicable Servicing Reports”), taken as a whole, does
not contain any untrue statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by the Applicable Servicing Reports;




          3) Based on my knowledge, the servicing information required to be provided to the Master
Servicer by the Special Servicer under the Pooling and Servicing Agreement for inclusion in the
reports to be filed by the Certificate Administrator is included in the Applicable Servicing
Reports;




          4) I am responsible for reviewing the activities performed by the Special Servicer under the
Pooling and Servicing Agreement and based upon my knowledge and the compliance review conducted in
preparing the servicer compliance statement required under Section 10.09 of the Pooling and
Servicing Agreement with respect to the Special Servicer, and except as disclosed in such
compliance statement delivered by the Special Servicer under Section 10.09 of the Pooling
and Servicing Agreement, the Special Servicer has fulfilled its obligations under the Pooling and
Servicing Agreement in all material respects in the year to which such review applies;




          5) The accountants that are to deliver the annual attestation report on assessment of
compliance with the Relevant Servicing Criteria in respect of the Special Servicer with respect to
the fiscal year 20__ have been provided all information relating to the Special Servicer’s
assessment of compliance with the Relevant Servicing Criteria in order to enable them to conduct a
review in compliance with the standards for attestation engagements issued or adopted by PCAOB; and




Exhibit Q-3-1




 









 








          6) The report on assessment of compliance with servicing criteria and the related attestation
report on assessment of compliance with servicing criteria required to be delivered in accordance
with Section 10.10 and Section 10.11 of the Pooling and Servicing Agreement
discloses all material instances of noncompliance with the Relevant Servicing Criteria.




          Capitalized terms used herein and not otherwise defined herein shall have the respective
meanings assigned to them in the Pooling and Servicing Agreement.



Date: ____________________________________



[________________________________]




	 	 	 	 	 
	 	 
	By:  	 	 
	 	[Name] 	 
	 	[Title] 	 
	 



Exhibit Q-3-2












 









 








EXHIBIT Q-4




FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY THE CERTIFICATE ADMINISTRATOR



	 	 	 

	Re:

	 	CFCRE Commercial Mortgage Trust 2011-C2, Commercial Mortgage
Pass-Through Certificates, Series 2011-C2 (the “Trust”), issued
pursuant to the Pooling and Servicing Agreement, dated as of December 11, 2011
(the “Pooling and Servicing Agreement”), executed in connection with
the above-referenced transaction






          I, [identifying the certifying individual], a [title] of [CERTIFICATE ADMINISTRATOR], certify
to CCRE Commercial Mortgage Securities, L.P. and its officers, directors and affiliates, and with
the knowledge and intent that they will rely upon this certification in delivering the
Sarbanes-Oxley Certification required by Section 10.06 of the Pooling and Servicing
Agreement relating to the Certificates that:




          1) I have reviewed the annual report on Form 10-K for the fiscal year 20__, and all reports on
Form 10-D required to be filed in respect of periods covered by that annual report on Form 10-K, of
the Trust (the “Exchange Act Periodic Reports”);




          2) Based on my knowledge, the distribution information in the Exchange Act Periodic Reports,
taken as a whole, does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by that report on Form
10-K;




          3) Based on my knowledge, all of the distribution, servicing and other information required to
be provided by the Certificate Administrator pursuant to the Pooling and Servicing Agreement for
inclusion in the Exchange Act Periodic Reports is included in such reports; and




          4) The report on assessment of compliance with servicing criteria and the related attestation
report on assessment of compliance with servicing criteria required to be delivered by the
Certificate Administrator in accordance with Section 10.10 and Section 10.11 of the
Pooling and Servicing Agreement discloses all material instances of noncompliance with the Relevant
Servicing Criteria.




          In giving the certifications above, I have reasonably relied on information provided to me by
the following unaffiliated parties: [list applicable transaction parties].




          Capitalized terms used herein and not otherwise defined herein shall have the respective
meanings assigned to them in the Pooling and Servicing Agreement.




Exhibit Q-4-1




 









 







Date: ____________________________________




[                                          ]



By: _______________________________________

      [Name]




Exhibit Q-4-2







 









 








EXHIBIT Q-5




FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR

BY THE OPERATING ADVISOR



	 	 	 

	Re:

	 	CFCRE Commercial Mortgage Trust 2011-C2, Commercial Mortgage
Pass-Through Certificates, Series 2011-C2 (the “Trust”), issued
pursuant to the Pooling and Servicing Agreement, dated as of December 11, 2011
(the “Pooling and Servicing Agreement”), executed in connection with
the above-referenced transaction






          I, [identify the certifying individual], a [title] of [OPERATING ADVISOR], certify to CCRE
Commercial Mortgage Securities, L.P. and its officers, directors and affiliates, and with the
knowledge and intent that they will rely upon this certification in delivering the Sarbanes-Oxley
Certification required by Section 10.06 of the Pooling and Servicing Agreement relating to
the Certificates that:




          1) I have reviewed the Applicable Servicing Reports (as defined below);




          2) Based on my knowledge, the information required by the Pooling and Servicing Agreement to
be provided to the Certificate Administrator by the Operating Advisor covering the fiscal year 20__
(collectively, the “Applicable Servicing Reports”), taken as a whole, does not contain any
untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by the Applicable Servicing Reports;




          3) Based on my knowledge, the information required to be provided to the Certificate
Administrator by the Operating Advisor under the Pooling and Servicing Agreement for inclusion in
the Exchange Act reports to be filed by the Certificate Administrator is included in the Applicable
Servicing Reports;




          4) I am responsible for reviewing the activities performed by the Operating Advisor under the
Pooling and Servicing Agreement and based upon my knowledge the Operating Advisor has fulfilled its
obligations under the Pooling and Servicing Agreement in all material respects in the year to which
such review applies; and




          5) The report on assessment of compliance with servicing criteria and the related attestation
report on assessment of compliance with servicing criteria required to be delivered in accordance
with Section 10.10 and Section 10.11 of the Pooling and Servicing Agreement
discloses all material instances of noncompliance with the Relevant Servicing Criteria.




          In giving the certifications above, I have reasonably relied on information provided to me by
the following unaffiliated parties: [list applicable transaction parties].




          Capitalized terms used herein and not otherwise defined herein shall have the respective
meanings assigned to them in the Pooling and Servicing Agreement.




Exhibit Q-5-1




 









 







Date: ____________________________________



[                                          ]




	 	 	 	 	 
	 	 
	By:  	 	 
	 	[Name] 	 
	 	[Title] 	 
	 



Exhibit Q-5-2









 









 








EXHIBIT R




FORM OF OPERATING ADVISOR ANNUAL REPORT



Report Date: Report will be delivered annually no later than [INSERT DATE].

Transaction: CFCRE Commercial Mortgage Trust 2011-C2 Commercial Mortgage Pass Through

Certificates, Series 2011 C2




Operating Advisor: TriMont Real Estate Advisors, Inc.

Special Servicer: LNR Partners, LLC



Controlling Class Representative: [                      ]





     I. Population of Mortgage Loans that Were Considered in Compiling This Report




      2) o Specially Serviced Mortgage Loans were transferred to special servicing in the prior
calendar year [INSERT YEAR].




     (a) o of those Specially Serviced Mortgage Loans are still being analyzed by the
Special Servicer as part of the development of an Asset Status Report.




     (b) o of such Specially Serviced Mortgage Loans had executed Final Asset Status
Reports. This report is based only on the Specially Serviced Mortgage Loans in respect of
which a Final Asset Status Report has been issued. The Final Asset Status Reports may not
yet be fully implemented.



     II. Executive Summary



     Based on the requirements and qualifications set forth in the Pooling and Servicing Agreement
dated as of December 11, 2011 (the “Pooling and Servicing Agreement”), executed in
connection with the above-referenced Transaction, as well as the items listed below, the Operating
Advisor has undertaken a limited review of the Special Servicer’s operational activities in light
of the Servicing Standard and the requirements of the Pooling and Servicing Agreement with respect
to the resolution and/or liquidation of the Specially Serviced Mortgage Loans and provides this
Operating Advisor Annual Report.



     This Operating Advisor Annual Report sets forth the Operating Advisor’s assessment of the
Special Servicer’s performance of its duties under the Pooling and Servicing Agreement during the
prior calendar year on a platform-level basis with respect to the resolution and liquidation of
Specially Serviced Mortgage Loans during the prior calendar year.



     Subject to the restrictions in the Pooling and Servicing Agreement, this Operating Advisor
Annual Report (A) identifies any material deviations, if any (i) from the Servicing Standard and
(ii) from the Special Servicer’s obligations under the Pooling and Servicing Agreement with respect
to the resolution or liquidation of Specially Serviced Mortgage Loans and (B) complies with all of
the confidentiality requirements described in the Pooling and Servicing Agreement.



Exhibit R-1




 









 








     III. Specific Items of Review



     (a) In connection with the assessment set forth in this report, the Operating Advisor:




	 	1)	 	Reviewed any annual compliance statement for the prior calendar year delivered
to the Operating Advisor by the Special Servicer pursuant to Section 10.09 of
the Pooling and Servicing Agreement and the following issues were noted therein: [LIST]
	 
	 	2)	 	Reviewed any Annual Report on assessment of compliance with Servicing Criteria
for the prior calendar year delivered to the Operating Advisor by the Special Servicer
pursuant to Section 10.10 of the Pooling and Servicing Agreement and the
following issues were noted therein: [LIST]
	 
	 	3)	 	Reviewed any annual independent public accountants’ servicing report for the
prior calendar year delivered to the Operating Advisor by the Special Servicer pursuant
to Section 10.11 of the Pooling and Servicing Agreement and the following
issues were noted therein: [LIST]
	 
	 	4)	 	Reviewed any [final] Asset Status Report and other information (other than
communications between the Controlling Class Representative and the Special Servicer)
delivered for the prior calendar year to the Operating Advisor and the following issues
were noted therein: [LIST]
	 
	 	 	 	Consulted with the Special Servicer as provided in the Pooling and Servicing Agreement
and the following issues were noted: [LIST]. The Operating Advisor recommended
alternative courses of action to the extent it deemed such observations and
recommendations appropriate. The Special Servicer did not agree with the
recommendations made by the Operating Advisor with respect to the following: [LIST].




Based on such review and/or consultation with the Special Servicer and performance of the other
obligations of the Operating Advisor under the Pooling and Servicing Agreement, the Operating
Advisor [does (based on the issues noted above), does not] believe there are material deviations by
the Special Servicer from the Servicing Standard or from the Special Servicer’s obligations under
the Pooling and Servicing Agreement with respect to the resolution or liquidation of Specially
Serviced Mortgage Loans. [LIST material deviations, if any (i) from the Servicing Standard, and/or
(ii) from the Special Servicer’s obligations under the Pooling and Servicing Agreement with respect
to the resolution or liquidation of Specially Serviced Mortgage Loans.]




Exhibit R-2







 









 







Capitalized terms used but not defined herein have the meaning set forth in the Pooling and
Servicing Agreement.



TRIMONT REAL ESTATE ADVISORS, INC.




	 	 	 	 	 
	 	 
	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 
	 	 
	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 



Exhibit R-3






 









 








EXHIBIT
S

FORM OF POWER OF ATTORNEY TO MASTER SERVICER




RECORDING REQUESTED BY:

Citibank, N.A.



AND WHEN RECORDED MAIL TO:




Citibank, N.A.

[_______________________]

[_______________________]

[_______________________]

Attention: [______________]




Space above this line for Recorder’s use

 





LIMITED POWER OF ATTORNEY



          KNOW ALL MEN BY THESE PRESENTS, that Citibank, N.A., as Trustee for CCRE Commercial Mortgage
Securities, L.P., Commercial Mortgage Pass-Through Certificates, Series 2011-C2
(“Trustee”), under that certain Pooling and Servicing Agreement dated as of December 11,
2011 (the “Pooling and Servicing Agreement”), does hereby nominate, constitute and appoint
Bank of America, National Association, as Master Servicer under the Pooling and Servicing Agreement
(“Bank of America, National Association”), as its true and lawful attorney-in-fact for it
and in its name, place, stead and for its use and benefit:




          To perform any and all acts which may be necessary or appropriate to enable Bank of America,
National Association to service and administer the Mortgage Loans (as defined in the Pooling and
Servicing Agreement) in connection with the performance by Bank of America, National Association of
its duties as Master Servicer under the Pooling and Servicing Agreement, giving and granting unto
Bank of America, National Association full power and authority to do and perform any and every act
necessary, requisite, or proper in connection with the foregoing and hereby ratifying, approving or
confirming all that Bank of America, National Association shall lawfully do or cause to be done by
virtue hereof.




S-1-1








 









 








          IN WITNESS WHEREOF, the undersigned has caused this limited power of attorney to be executed
as of this ___ day of _______________, 2011.




	 	 	 	 	 
	 	Citibank, N.A., as Trustee for CFCRE Commercial

Mortgage Trust 2011-C2, Commercial Mortgage

Pass-Through Certificates, Series 2011-C2

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



S-1-2










 









 








EXHIBIT T




FORM OF NRSRO CERTIFICATION



[Date]



Citibank, N.A.,

388 Greenwich Street, 14th Floor,

New York, New York 10013

Attention: Global Transaction Services—CFCRE Commercial Mortgage Trust 2011-C2, Series 2011-C2





			
	Attention:	 	CFCRE Commercial Mortgage Trust 2011-C2 Commercial Mortgage Pass Through Certificates, Series 2011 C2






     In accordance with the requirements for obtaining certain information pursuant to the Pooling
and Servicing Agreement, dated as of December 11, 2011 (the “Pooling and Servicing
Agreement”), executed in connection with the above-referenced transaction, the undersigned
hereby certifies and agrees as follows:




	1.	 	The undersigned, a Nationally Recognized Statistical Rating Organization (“NRSRO”),
has provided the Depositor with the appropriate certifications under Exchange Act 17g-5(e).
	 
	2.	 	The undersigned has access to the 17g-5 Information Provider’s Website, and any
confidentiality agreement applicable to the undersigned with respect to information obtained
from the Depositor’s 17g-5 website shall also be applicable to information obtained from the
17g-5 Information Provider’s Website.
	 
	3.	 	The undersigned agrees that each time it accesses the 17g-5 Information Provider’s Website,
the undersigned is deemed to have recertified that the representations contained herein remain
true and correct.




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



IN WITNESS WHEREOF, the undersigned has caused its name to be signed hereto by its duly authorized
signatory, as of the day and year first written above.




	 	 	 	 	 	 	 

	 	 	 	 	 
	 

	 	Nationally Recognized Statistical Rating Organization
	 	 
	 
	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Company:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Phone:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Email:	 	 	 	 
	 

	 	 	 	 

	 	 





Exhibit T-1




 









 











EXHIBIT U




Reserved



Exhibit U-1





 











 





EXHIBIT V-1




ADDITIONAL FORM 10-D DISCLOSURE


The parties identified in the “Party Responsible” column (with each Servicing Function Participant
deemed to be responsible for the following items for which the party that retained such Servicing
Function Participant is responsible) are obligated pursuant to Section 10.04 of the Pooling
and Servicing Agreement to disclose to the Depositor and the Certificate Administrator any
information described in the corresponding Form 10-D Item described in the “Item on Form 10-D”
column to the extent such party has actual knowledge (and in the case of net operating income,
financial statements, budgets and/or rent rolls required to be provided in connection with Item 6
below, possession) (in each case, after complying with its affirmative obligations, if any, under
the Pooling and Servicing Agreement to obtain such information) of such information (other than
information as to such party itself which such party is obligated to provide). Each of the
Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer shall be
entitled to rely on the accuracy of the Prospectus Supplement (other than information with respect
to itself that is set forth in or omitted from the Prospectus Supplement), in the absence of
specific written notice to the contrary from the Depositor or Mortgage Loan Seller. Each of the
Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in its
capacity as such) shall be entitled to conclusively assume that there is no “significant obligor”
other than a party identified as such in the Prospectus Supplement or the Pooling and Servicing
Agreement. For this CFCRE 2011-C2 Pooling and Servicing Agreement, each of the Certificate
Administrator, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such)
shall be entitled to assume that there is no provider of credit enhancement, liquidity or
derivative instruments within the meaning of Items 1114 or 1115 of Regulation AB other than a party
identified as such in the Prospectus Supplement.




	 	 	 
	Item on Form 10-D	 	Party Responsible
	Item 1: Distribution and Pool Performance 

Information 


Any information required by Item 1121 of 

Regulation AB which is NOT included on 
the
Monthly Statement

	 	Certificate Administrator 

Depositor 

Master Servicer

(only with respect to 1121(a)(12) 

as to non-Specially Serviced Loans) 

Special Servicer
	 
	 	 
	Item 2: Legal Proceedings 


per Item 1117 of Regulation AB

	 	(i) All parties to the Pooling and
Servicing 
Agreement (as to
themselves), (ii) the 
Trustee, the
Certificate Administrator, the 

Depositor, the Master Servicer and the 

Special Servicer as to the Trust (in
the case of 
the Depositor, the Master
Servicer and the 
Special Servicer, to
be reported by the party 
controlling
such litigation), (iii) the Depositor 

as to the sponsor, any 1110(b)
originator, and
 any 1100(d)(1) party
and (iv) any other
 Reporting Servicer
(as to itself)
	 
	 	 
	Item 3: Sale of Securities and Use of
Proceeds

	 	Depositor






Exhibit V-1-1









 






	 	 	 
	Item on Form 10-D	 	Party Responsible
	Item 4: Defaults Upon Senior Securities

	 	Certificate Administrator
	 
	 	 
	Item 5: Submission of Matters to a Vote of

Security Holders

	 	Certificate Administrator

Trustee
	 
	 	 
	Item 6: Significant Obligors of Pool Assets

	 	Master Servicer (excluding information
for 
which the Special Servicer is the
“Party 
Responsible”) 

Special Servicer (as to REO Properties)
	 
	 	 
	Item 7: Significant Enhancement Provider 

Information

	 	Depositor
	 
	 	 
	Item 8: Other Information

	 	Any party responsible for disclosure
items on 
Form 8-K to the extent of
such items
	 
	 	 
	Item 9: Exhibits

	 	Certificate Administrator

Depositor

Master Servicer






Exhibit V-1-2









 






EXHIBIT V-2




ADDITIONAL FORM 10-K DISCLOSURE


The parties identified in the “Party Responsible” column (with each Servicing Function Participant
deemed to be responsible for the following items for which the party that retained such Servicing
Function Participant is responsible) are obligated pursuant to Section 10.05 of the Pooling
and Servicing Agreement to disclose to the Depositor and the Certificate Administrator any
information described in the corresponding Form 10-K Item described in the “Item on Form 10-K”
column to the extent such party has actual knowledge (and in the case of net operating income,
financial statements, budgets and/or rent rolls required to be provided in connection with Item
1112(b) below, possession) (in each case, after complying with its affirmative obligations, if any,
under the Pooling and Servicing Agreement to obtain such information) of such information (other
than information as to such party itself which such party is obligated to provide). Each of the
Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer shall be
entitled to rely on the accuracy of the Prospectus Supplement (other than information with respect
to itself that is set forth in or omitted from the Prospectus Supplement), in the absence of
specific written notice to the contrary from the Depositor or Mortgage Loan Seller. Each of the
Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in its
capacity as such) shall be entitled to conclusively assume that there is no “significant obligor”
other than a party identified as such in the Prospectus Supplement or the Pooling and Servicing
Agreement. For this CFCRE 2011-C2 Pooling and Servicing Agreement, each of the Certificate
Administrator, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such)
shall be entitled to assume that there is no provider of credit enhancement, liquidity or
derivative instruments within the meaning of Items 1114 or 1115 of Regulation AB other than a party
identified as such in the Prospectus Supplement.




	 	 	 
	Item on Form 10-K	 	Party Responsible
	Item 1B: Unresolved Staff Comments

	 	Depositor
	 
	 	 
	Item 9B: Other Information

	 	Any party responsible for disclosure
items on Form 8-K to the extent of
such items
	 
	 	 
	Item 15: Exhibits, Financial Statement 

Schedules

	 	Certificate Administrator

Depositor
	 
	 	 
	Additional Item: 


Disclosure per Item 1117 of Regulation AB

	 	(i) All parties to the Pooling and
Servicing 
Agreement (as to
themselves), (ii) the 
Trustee, the
Certificate Administrator, the 
Master
Servicer, the Depositor and the 

Special Servicer as to the Trust (in
the case of 
the Master Servicer, the
Depositor and the 
Special Servicer, to
be reported by the party 
controlling
such litigation), (iii) the Depositor 

as to the sponsor, any 1110(b)
originator and 
any 1100(d)(1) party
and (iv) any other 
Reporting Servicer
(as to itself)






Exhibit V-2-1









 






	 	 	 
	Item on Form 10-K	 	Party Responsible
	Additional Item: 

Disclosure per Item 1119 of Regulation AB

	 	(i) Master Servicer (as to itself) (to
the 
extent material to
Certificateholders 
and only as to
affiliations under Item
 1119(a) with
the Trustee, the 
Certificate
Administrator, the Special 
Servicer,
significant obligor 
contemplated by
Item 1112, the
 Operating Advisor, any
sub-servicer 
meeting any of the
descriptions in 
Item 1108(a)(3) or any
enhancement 
or support provider
contemplated by 
Items 1114 or 1115)

(ii) Special Servicer (as to itself)

(to the extent material to 

Certificateholders and only as to 

affiliations under Item 1119(a) with 

the Trustee, the Certificate 

Administrator, the Master Servicer, 

significant obligor contemplated by 

Item 1112, the Operating Advisor, any 

sub-servicer meeting any of the 

descriptions in Item 1108(a)(3) or any 

enhancement or support provider 

contemplated by Items 1114 or 1115)

(iii) Certificate Administrator (as to 

itself) (to the extent material to 

Certificateholders)

(iv) Trustee (as to itself) (to the
extent
 material to Certificateholders)

(v) Depositor (as to itself and the 

Trust)

(vi) Trustee/Certificate 

Administrator/Master 

Servicer/Depositor/Operating 

Advisor/Special Servicer as to the 

Trust

(vii) Each Seller as sponsors (as 

defined in Regulation AB)

(viii) Originators under Item 1110 of 

Regulation AB (to be provided by the 

Depositor)

(ix) Party under Item 1100(d)(1) of 

Regulation AB (to be provided by the 

Depositor)
	 
	 	 
	Additional Item: 

Disclosure per Item 1112(b) of
Regulation

	 	Master Servicer (excluding information
for 
which the Special Servicer is the
“Party






Exhibit V-2-2









 






	 	 	 
	Item on Form 10-K	 	Party Responsible
	AB

	 	Responsible”) 

Special Servicer (as to REO Properties) 

Depositor
	 
	 	 
	Additional Item: 

Disclosure per Items 1114(b)(2) and
1115(b) 
of Regulation AB

	 	Depositor

Master Servicer






Exhibit V-2-3









 






EXHIBIT V-3




FORM OF SARBANES-OXLEY CERTIFICATION




	 	Re: 	 	CFCRE Commercial Mortgage Trust 2011-C2, Commercial Mortgage
Pass-Through Certificates, Series 2011-C2 (the “Trust”), issued
pursuant to the Pooling and Servicing Agreement, dated as of December 11, 2011
(the “Pooling and Servicing Agreement”), executed in connection with
the above-referenced transaction




            I, [identifying the certifying individual], the [title] of CCRE Commercial Mortgage
Securities, L.P., the depositor into the above-referenced Trust, certify that:





	1.	 	I have reviewed this annual report on Form 10-K, and all reports on Form 10-D required to be
filed in respect of the period covered by this annual report on Form 10-K, of the Trust (the
“Exchange Act Periodic Reports”);






	2.	 	Based on my knowledge, the Exchange Act Periodic Reports, taken as a whole, do not contain
any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;






	3.	 	Based on my knowledge, all of the distribution, servicing and other information required to
be provided under Form 10-D for the period covered by this report is included in the Exchange
Act Periodic Reports;






	4.	 	Based on my knowledge and the servicer compliance statement(s) required in this report under
Item 1123 of Regulation AB, and except as disclosed in the Exchange Act Periodic Reports, the
master servicer and the special servicer have fulfilled their obligations under the Pooling
and Servicing Agreement in all material respects; and






	5.	 	All of the reports on assessment of compliance with servicing criteria and their related
attestation reports on assessment of compliance with servicing criteria required to be
included in this report in accordance with Item 1122 of Regulation AB and Exchange Act Rules
13a-18 and 15d-18 have been included as an exhibit to this report, except as otherwise
disclosed in this report. Any material instances of noncompliance described in such reports
have been disclosed in this report on Form 10-K.




In giving the certifications above, I have reasonably relied on information provided to me by the
following unaffiliated parties: [Master Servicer][Special Servicer][Certificate
Administrator][Trustee]







Exhibit V-3-1









 







Date: _________________________




	 	 	 	 	 
	 	 	 
	 	  	 	 
	 	 	[Signature] 	 
	 	 	[Title] 	 



Exhibit V-3-2









 






	 	 	 	 	 



EXHIBIT V-4




ADDITIONAL FORM 8-K DISCLOSURE


The parties identified in the “Party Responsible” column (with each Servicing Function Participant
deemed to be responsible for the following items for which the party that retained such Servicing
Function Participant is responsible) are obligated pursuant to Section 10.07 of the Pooling
and Servicing Agreement to disclose to the Depositor and the Certificate Administrator the
occurrence of any event described in the corresponding Form 8-K Item described in the “Item on Form
8-K” column to the extent such party has actual knowledge (after complying with its affirmative
obligations, if any, under the Pooling and Servicing Agreement to obtain such information) of such
information (other than information as to such party itself which such party is obligated to
provide). Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special
Servicer shall be entitled to rely on the accuracy of the Prospectus Supplement (other than
information with respect to itself that is set forth in or omitted from the Prospectus Supplement),
in the absence of specific written notice to the contrary from the Depositor or Mortgage Loan
Sellers. Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special
Servicer (in its capacity as such) shall be entitled to conclusively assume that there is no
“significant obligor” other than a party identified as such in the Prospectus Supplement or the
Pooling and Servicing Agreement. For this CFCRE 2011-C2 Pooling and Servicing Agreement, each of
the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in its
capacity as such) shall be entitled to assume that there is no provider of credit enhancement,
liquidity or derivative instruments within the meaning of Items 1114 or 1115 of Regulation AB other
than a party identified as such in the Prospectus Supplement.




	 	 	 
	Item on Form 8-K	 	Party Responsible
	Item 1.01- Entry into a Material 

Definitive Agreement

	 	Master Servicer and the
Trustee (in the case 
of the
Master Servicer and the
Trustee, only 
as to agreements
it is a party to or entered
into 
on behalf of the Trust) 

Certificate Administrator
(other than as to
 agreements
to which the Depositor (and no 

other party to the Pooling and Servicing 
Agreement) is a
party) 

Depositor 

Special Servicer (only as to
agreements it is a 
party to or
entered into on behalf of the
Trust)
	 
	 	 
	Item 1.02- Termination of a Material 

Definitive Agreement

	 	Master Servicer and the
Trustee (in the case
 of the
Master Servicer and the
Trustee, only 
as to agreements
it is a party to or entered
into 
on behalf of the Trust) 

Certificate Administrator
(other than as to 
agreements
to which the Depositor (and no 

other party to the Pooling and
Servicing 
Agreement) is a
party) 

Depositor






Exhibit V-4-1









 





	 	 	 
	Item on Form 8-K	 	Party Responsible
	 

	 	Special Servicer (only as to
agreements it is a 
party to or
entered into on behalf of the
Trust)
	 
	 	 
	Item 1.03- Bankruptcy or Receivership

	 	Depositor
	 
	 	 
	Item 2.04- Triggering Events that
Accelerate 
or Increase a Direct Financial
Obligation or an Obligation 
under an
Off-Balance Sheet 
Arrangement

	 	Depositor

Certificate Administrator
	 
	 	 
	Item 3.03- Material Modification to Rights 

of Security Holders

	 	Certificate Administrator
	 
	 	 
	Item 5.03- Amendments of Articles of 

Incorporation or Bylaws; Change of Fiscal 

Year

	 	Depositor
	 
	 	 
	Item 6.01- ABS Informational and 

Computational Material

	 	Depositor
	 
	 	 
	Item 6.02- Change of Master Servicer, 

Special Servicer, Trustee or Certificate 

Administrator

	 	Master Servicer (as to itself
or a servicer 
retained by it) 

Special Servicer (as to itself
or a servicer 
retained by it) 

Trustee 

Certificate Administrator 

Depositor
	 
	 	 
	Item 6.03- Change in Credit Enhancement or 

External Support

	 	Depositor

Certificate Administrator
	 
	 	 
	Item 6.04- Failure to Make a Required 

Distribution

	 	Certificate Administrator
	 
	 	 
	Item 6.05- Securities Act Updating 

Disclosure

	 	Depositor
	 
	 	 
	Item 7.01- Regulation FD Disclosure

	 	Depositor
	 
	 	 
	Item 8.01

	 	Depositor
	 
	 	 
	Item 9.01

	 	Responsible party for reporting/disclosing the

financial statement or exhibit






Exhibit V-4-2









 





EXHIBIT W




DISBURSEMENT OF EARNOUTS OR HOLDBACK AMOUNTS FOR NON-

SPECIALLY SERVICED MORTGAGED LOANS SCHEDULE



	 	 	 	 	 	 	 	 	 
	 	 	 	 	Holdback/ Earnout	 	 	 
	Control #	 	Loan Name/Property Name	 	Amount	 	 	Other Escrow Reserve Description
	4	 	Shops at Solaris
	 	$	800,000	 	 	Matsuhisa Rent Earnout
	10	 	Marketplace at Santee
	 	$	175,000	 	 	Earnout Holdback
	27	 	2421-27 Webster Ave.
	 	$	1,500,000	 	 	Personal Guarantee Subject to Performance Criteria



















 






EXHIBIT X




FORM OF ADDITIONAL DISCLOSURE NOTIFICATION


**SEND VIA FAX TO [_______] AND VIA EMAIL TO [______] AND VIA OVERNIGHT MAIL TO THE ADDRESS
IMMEDIATELY BELOW**




Citibank, N.A.

388 Greenwich Street, 14th Floor

New York, New York 10013



Attn: [__________________]




CCRE Commercial Mortgage Securities, L.P.

110 East 59th Street

New York, New York 10022



RE: **Additional Form [10-D][10-K][8-K] Disclosure** Required



Ladies and Gentlemen:




          In accordance with Section [ ] of the Pooling and Servicing Agreement, dated as of December
11, 2011 (the “Pooling and Servicing Agreement”), executed in connection with CFCRE
Commercial Mortgage Trust 2011-C2 Commercial Mortgage Pass Through Certificates, Series 2011 C2,
the undersigned, as [ ], hereby notifies you that certain events have come to our
attention that [will] [may] need to be disclosed on Form [10-D][10-K][8-K].



Description of Additional Form [10-D][10-K][8-K] Disclosure:



List of any Attachments hereto to be included in the Additional Form [10-D][10-K][8-K]
Disclosure:




          Any inquiries related to this notification should be directed to [                   ],
phone number: [                   ]; email address: [                 ].







X-1









 








	 	 	 	 	 
	 	[NAME OF PARTY],
      
as [role]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



X-2









 






	 	 	 	 	 



EXHIBIT Y




SELLER SUB-SERVICERS



GRANDBRIDGE REAL ESTATE CAPITAL LLC





Exhibit Y-1