UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: March 18, 2024
(Date of earliest event reported)
Wells Fargo Commercial Mortgage Trust 2021-C61
(Central Index Key Number 0001891774)
(Exact name of issuing entity)
LMF Commercial, LLC
(Central Index Key Number 0001592182)
Wells Fargo Bank, National Association
(Central Index Key Number 0000740906)
Ladder Capital Finance LLC
(Central Index Key Number 0001541468)
Column Financial, Inc.
(Central Index Key Number 0001628601)
UBS AG , acting through its branch located at 1285 Avenue of the Americas, New York, New York
(Central Index Key Number 0001685185)
BSPRT CMBS Finance, LLC
(Central Index Key Number 0001722518)
Oceanview Commercial Mortgage Finance, LLC
(Central Index Key Number 0001894245)
(Exact name of sponsor as specified in its charter)
Wells Fargo Commercial Mortgage Securities, Inc.
(Central Index Key Number 0000850779)
(Exact name of registrant as specified in its charter)
North Carolina 333-257991-02 56-1643598 ___
(State or other jurisdiction of incorporation)(Commission File No.)(IRS Employer Identification No.)
301 South
College Street
Charlotte, North Carolina 28202
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code (704) 374-6161
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company [_]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [_]
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Item 8.01. Other Events.
On March 18, 2024, an agreement (the “Amended and Restated Agreement Between Noteholders”) amending the Agreement Between Noteholders previously filed as Exhibit 4.9 to the Form 8-K dated and filed on December 6, 2021 under Commission File No. 333-257991-02, with respect to the Wells Fargo Commercial Mortgage Trust 2021-C61, was entered into between Wells Fargo Bank, National Association, as master servicer on behalf of Wilmington Trust, National Association, as trustee for the benefit of the registered holders of Wells Fargo Commercial Mortgage Trust 2021-C61, Commercial Mortgage Pass-Through Certificates, Series 2021-C61, as Note A-1 Holder, Wilmington Trust, National Association, as trustee for the benefit of the registered holders of BBCMS Mortgage Trust 2022-C15, Commercial Mortgage Pass-Through Certificates, Series 2022-C15, as Note A-2 Holder, KeyBank National Association, as master servicer on behalf of Wilmington Trust, National Association, as trustee for the benefit of the registered holders of BMO 2022-C1 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-C1, as Note A-3 Holder, Computershare Trust Company, National Association, as trustee for the benefit of the registered holders of 3650R 2022-PF2 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-PF2, as Note A-4-A Holder, Computershare Trust Company, National Association, as trustee for the benefit of the registered holders of Benchmark 2023-V2 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2023-V2, as Note A-4-B Holder, and 3650 Cal Bridge Reno LLC, as Note B Holder. The purpose of the amendment is to reflect the creation of the Replacement Notes pursuant to Section 38 of the Amended and Restated Agreement Between Noteholders and to correct a scriveners error necessary to conform the principal allocations in the Amended and Restated Agreement Between Noteholders to the principal allocations required under the terms of the Mortgage Loan Agreement, which allocation is consistent with the manner in which principal has been allocated during the term of the Mortgage Loan. Capitalized terms used and not otherwise defined herein shall have the respective meanings assigned to them in the Amended and Restated Agreement Between Noteholders filed as Exhibit 4.1 to this Form 8-K.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date:
March 20,
2024
WELLS FARGO COMMERCIAL MORTGAGE SECURITIES, INC.
(Registrant)
By: /s/
Anthony J.
Sfarra
Name: Anthony J. Sfarra
Title: President
AMENDED AND RESTATED
AGREEMENT BETWEEN NOTEHOLDERS
Entered into March 18, 2024 and
Dated as of November 5, 2021
between
WELLS FARGO BANK,
NATIONAL ASSOCIATION, AS MASTER SERVICER ON BEHALF OF WILMINGTON TRUST,
NATIONAL ASSOCIATION, AS TRUSTEE FOR THE BENEFIT OF THE REGISTERED HOLDERS OF
WELLS FARGO COMMERCIAL MORTGAGE TRUST 2021‑C61, COMMERCIAL MORTGAGE
PASS-THROUGH CERTIFICATES, SERIES 2021‑C61
(Note A‑1 Holder)
WILMINGTON TRUST,
NATIONAL ASSOCIATION, AS TRUSTEE FOR THE BENEFIT OF THE REGISTERED HOLDERS OF
BBCMS MORTGAGE TRUST 2022‑C15, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 2022‑C15
(Note A‑2 Holder)
KEYBANK NATIONAL
ASSOCIATION, AS MASTER SERVICER ON BEHALF OF WILMINGTON TRUST, NATIONAL
ASSOCIATION, AS TRUSTEE FOR THE BENEFIT OF THE REGISTERED HOLDERS OF BMO 2022‑C1
MORTGAGE TRUST, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2022‑C1
(Note A‑3 Holder)
COMPUTERSHARE TRUST COMPANY,
NATIONAL ASSOCIATION, AS TRUSTEE FOR THE BENEFIT OF THE REGISTERED HOLDERS OF
3650R 2022-PF2 COMMERCIAL MORTGAGE TRUST, COMMERCIAL MORTGAGE PASS-THROUGH
CERTIFICATES, SERIES 2022-PF2
(Note A-4-A Holder)
COMPUTERSHARE TRUST
COMPANY, NATIONAL ASSOCIATION, AS TRUSTEE FOR THE BENEFIT OF THE REGISTERED
HOLDERS OF BENCHMARK 2023-V2 MORTGAGE TRUST, COMMERCIAL MORTGAGE PASS-THROUGH
CERTIFICATES SERIES 2023-V2
(Note A-4-B Holder)
and
3650 CAL BRIDGE RENO
LLC,
(Note B Holder)
(Meadowood Mall SPE, LLC)
THIS AMENDED AND RESTATED AGREEMENT BETWEEN NOTEHOLDERS (together with the exhibits and schedule hereto and all amendments hereof and supplements hereto, this “Agreement”), entered into March 18, 2024 and dated as of November 5, 2021, between WELLS FARGO BANK, NATIONAL ASSOCIATION, AS MASTER SERVICER ON BEHALF OF WILMINGTON TRUST, NATIONAL ASSOCIATION, AS TRUSTEE FOR THE BENEFIT OF THE REGISTERED HOLDERS OF WELLS FARGO COMMERCIAL MORTGAGE TRUST 2021‑C61, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2021‑C61 (“WFCMT 2021‑C61”), successor in interest to, WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, having an address at Wells Fargo Center, 1901 Harrison Street, Oakland, California 94612 (“Wells”), WILMINGTON TRUST, NATIONAL ASSOCIATION, AS TRUSTEE FOR THE BENEFIT OF THE REGISTERED HOLDERS OF BBCMS MORTGAGE TRUST 2022‑C15, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2022‑C15 (“BBCMS 2022‑C15”), successor in interest to, BARCLAYS CAPITAL REAL ESTATE INC., a Delaware corporation, having an address at 745 Seventh Avenue, New York, New York 10019 (“Barclays”), KEYBANK NATIONAL ASSOCIATION, AS MASTER SERVICER ON BEHALF OF WILMINGTON TRUST, NATIONAL ASSOCIATION, AS TRUSTEE FOR THE BENEFIT OF THE REGISTERED HOLDERS OF BMO 2022‑C1 MORTGAGE TRUST, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2022‑C1 (“BMO 2022‑C1”), successor in interest to, BANK OF MONTREAL, a Canadian Chartered institution operating out of its Chicago branch, having an address at c/o BMO Capital Markets Corp., 151 West 42nd Street, New York New York 10036 (“BMO”), COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, AS TRUSTEE FOR THE BENEFIT OF THE REGISTERED HOLDERS OF 3650R 2022-PF2 COMMERCIAL MORTGAGE TRUST, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2022-PF2 (“3650R 2022-PF2”), successor in interest to, 3650 REAL ESTATE INVESTMENT TRUST 2 LLC, a Delaware limited liability company, having an address at 2977 McFarlane Road, Suite 300, Miami, Florida 33133 (“3650 REIT 2 LLC”), COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, AS TRUSTEE FOR THE BENEFIT OF THE REGISTERED HOLDERS OF BENCHMARK 2023-V2 MORTGAGE TRUST, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2023-V2 (“BMARK 2023-V2”), as successor in interest to, 3650 REIT 2 LLC, and 3650 CAL BRIDGE RENO LLC, a Delaware limited liability company, having an address at 2977 McFarlane Road, Suite, 300, Miami, Florida 33133 (“3650 CBR LLC”).
W I T N E S S E T H:
WHEREAS, pursuant to that certain Mortgage Loan Agreement (as defined herein) Wells, Barclays, BMO, 3650 REIT 2 LLC and 3650 CBR LLC originated the mortgage loan (the “Mortgage Loan”) described on the schedule attached hereto as Exhibit A (the “Mortgage Loan Schedule”) to the mortgage loan borrower described on the Mortgage Loan Schedule (the “Mortgage Loan Borrower”). The Mortgage Loan is secured by that certain Mortgage, Assignment of Leases and Rents and Security Agreement, dated as of the date hereof (as amended, modified or supplemented, the “Mortgage”) on one or more parcels of, or estates in, real property located as described on the Mortgage Loan Schedule (collectively, the “Mortgaged Property”);
WHEREAS, as of the date of the Original Agreement (as defined below), the Mortgage Loan was evidenced by the following promissory notes (the “Original Notes”) made by the Mortgage Loan Borrower to the parties (each, an “Initial Noteholder”) set forth below:
Note |
Initial Noteholder |
Date |
Original Principal Amount |
Promissory Note A-1 |
Wells |
November 5, 2021 |
$19,000,000 |
Promissory Note A-2 |
Barclays |
November 5, 2021 |
$18,000,000 |
Promissory Note A-3 |
BMO |
November 5, 2021 |
$18,000,000 |
Promissory Note A-4 (“Original Note A-4”) |
3650 REIT 2 LLC |
November 5, 2021 |
$25,000,000 |
Promissory Note B |
3650 CBR LLC |
November 5, 2021 |
$28,000,000 |
WHEREAS, the Initial Noteholders entered into a co-lender agreement, dated as of November 5, 2021 (the “Original Agreement”), to memorialize the terms under which the Initial Noteholders would hold the Original Notes;
WHEREAS, 3650 REIT 2 LLC, as the Initial Noteholder for the Original Note A‑4 (and pursuant to Section 38 of the Original Agreement), severed the Original Note A-4 into two component promissory notes (Note A-4-A and Note A-4-B) and caused the Mortgage Loan Borrower to execute the Replacement Notes, such that the following promissory notes (collectively, as amended, restated, replaced, extended, renewed, supplemented, severed, split, or otherwise modified from time to time, including any New Notes, the “Note”) currently evidence the Mortgage Loan and are currently held by the parties set forth below (and each defined term set forth below shall refer to such promissory note as it may be amended, restated, replaced, extended, renewed, supplemented, severed, split, or otherwise modified from time to time);
Note |
Current Noteholder |
Original Principal Amount |
Promissory Note A-1 “Note A-1” |
WFCMT 2021‑C61 |
$19,000,000 |
Promissory Note A-2 “Note A-2” |
BBCMS 2022‑C15 |
$18,000,000 |
Promissory Note A-3 “Note A-3” |
BMO 2022‑C1 |
$18,000,000 |
Promissory Note A-4-A “Note A-4-A” |
3650R 2022-PF2 |
$12,500,000 |
Promissory Note A-4-B “Note A-4-B” |
BMARK 2023-V2 |
$12,500,000 |
Promissory Note B “Note B” |
3650 CBR LLC |
$28,000,000 |
WHEREAS, the parties hereto desire to amend and restate the Original Agreement to reflect the creation of the Replacement Notes pursuant to Section 38 and to correct a scriveners error necessary to conform the principal allocations in this Agreement to the principal allocations required under the terms of the Mortgage Loan Agreement, which allocation is consistent with the manner in which principal has been allocated during the term of the Mortgage Loan;
NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto mutually agree as follows:
“3650 Entity” shall mean any Person Controlled by, under common Control with, or that Controls 3650 REIT Investment Management LLC.
“Acceptable Insurance Default” shall have the meaning assigned to such term (or analogous term) in the Servicing Agreement.
“Additional Servicing Expenses” shall mean (a) all property protection advances, fees and/or expenses incurred by and reimbursable to any Servicer, Trustee, Operating Advisor, Certificate Administrator or fiscal agent pursuant to and in accordance with the Servicing Agreement, and (b) all interest accrued on Advances made by (x) any Servicer or Trustee pursuant to and in accordance with the terms of the Servicing Agreement or (y) any Non‑Lead Servicer or Non‑Lead Trustee pursuant to and in accordance with the terms of the Non‑Lead Securitization Servicing Agreement; provided that the aggregate special servicing fee (or equivalent) (which fee is payable solely during the period that the Mortgage Loan is a Specially Serviced Mortgage Loan) shall not exceed an amount equal to 0.25% per annum of the outstanding principal balance of the Mortgage Loan, the liquidation fee (or equivalent) shall not exceed 1.0% of the collections made with respect to the Mortgage Loan or any sums received from proceeds from the disposition of the Mortgaged Property or the Mortgage Loan, as the case may be, and the workout fee (or equivalent) shall not exceed 1.0% of the collections made with respect to the Mortgage Loan while the Mortgage Loan is a performing or “corrected” loan (or such other analogous term pursuant to the Servicing Agreement), provided that in no event shall both a workout fee and a liquidation fee be payable on the same principal payment.
“Advance Interest Amount” shall mean interest payable on Advances, as specified in the Servicing Agreement or Non‑Lead Securitization Servicing Agreement, as applicable.
“Advances” shall have the meaning assigned to such term (or analogous term) used in the Servicing Agreement or Non‑Lead Securitization Servicing Agreement, as applicable.
“Affiliate” shall mean with respect to any specified Person (i) any other Person Controlling or Controlled by or under common Control with such specified Person (each a “Common Control Party”), (ii) any other Person owning, directly or indirectly, ten percent (10%) or more of the beneficial interests in such Person or (iii) any other Person in which such Person or a Common Control Party owns, directly or indirectly, ten percent (10%) or more of the beneficial interests.
“Agent” shall mean the Initial Agent or such Person to whom the Initial Agent shall delegate its duties hereunder, and from and after the Securitization Date shall mean the Trust (or Master Servicer on behalf of the Trust).
“Agent Office” shall mean the designated office of the Agent which office initially shall be the office of the Note A‑1 Holder listed on Exhibit B hereto and after the Securitization Date, shall be the offices of the Trust (or Master Servicer on behalf of the Trust). The Agent Office is the address to which notices to and correspondence with the Agent should be directed. The Agent may change the address of its designated office by notice to the Noteholders.
“Agreement” shall have the meaning assigned to such term in the preamble.
“Appraisal” shall have the meaning assigned to such term in the Servicing Agreement, provided such Appraisal states the “market value” of the subject property as defined in 12 C.F.R. § 225.62.1.
“Appraisal Reduction Amount” shall have the meaning assigned to such term (or analogous term), prior to Securitization, in the Interim Servicing Agreement, and after Securitization, in the Securitization Servicing Agreement.
“Appraisal Reduction Event” shall have the meaning assigned to such term (or analogous term), prior to Securitization, in the Interim Servicing Agreement, and after Securitization, in the Securitization Servicing Agreement.
“Asset Status Report” shall have the meaning assigned to such term (or analogous term) in the Servicing Agreement.
“Balloon Payment” shall have the meaning assigned to such term (or analogous term) in the Servicing Agreement.
“Bankruptcy Code” shall mean the United States Bankruptcy Code, as amended from time to time, any successor statute or rule promulgated thereto.
“Barclays” shall have the meaning assigned to such term in the preamble, together with any Affiliates of Barclays.
“Business Day” shall have the meaning assigned to such term (or analogous term) in the Servicing Agreement or Non‑Lead Securitization Servicing Agreement, as applicable.
“CDO Asset Manager” with respect to any Securitization Vehicle which is a CDO, shall mean the entity which is responsible for managing or administering Note B as an underlying asset of such Securitization Vehicle or, if applicable, as an asset of any Intervening Trust Vehicle (including, without limitation, the right to exercise any consent and control rights available to the holder of Note B).
“Certificate Administrator” shall mean the certificate administrator under the Securitization Servicing Agreement, if any.
“Code” shall mean the Internal Revenue Code of 1986, as amended.
“Collection Account” shall mean the trust account or accounts (including any sub‑accounts) created and maintained by the Servicer.
“Conduit” shall have the meaning assigned to such term in Section 19(f).
“Conduit Credit Enhancer” shall have the meaning assigned to such term in Section 19(f).
“Conduit Inventory Loan” shall have the meaning assigned to such term in Section 19(f).
“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of an entity, whether through the ability to exercise voting power, by contract or otherwise.
“Control Appraisal Period” A “Control Appraisal Period” shall exist with respect to the Mortgage Loan, if and for so long as:
(a) (1) the initial Note B Principal Balance, minus (2) the sum (without duplication) of (x) any payments of principal (whether as principal prepayments or otherwise) allocated to, and received on, Note B, (y) any Appraisal Reduction Amount for the Mortgage Loan that is allocated to Note B in accordance with the terms of this Agreement and (z) without duplication, any Realized Principal Losses with respect to the Mortgaged Property (or portion thereof) or the Mortgage Loan that are allocated to Note B, plus (3) any Threshold Event Collateral (to the extent such amount is not already taken into account in the definition of Appraisal Reduction Amount) delivered pursuant to and in accordance with this Agreement, plus (4) without duplication of any items set forth above in clause (1) through (3), the product of (x) the Percentage Interest of Note B at (y) the amount of Insurance and Condemnation Proceeds that constitute collateral for the Mortgage Loan (whether paid or then payable by any insurance company or governmental authority, provided that, if not then paid, such amounts are payable to Lender pursuant to the terms of the Mortgage Loan Agreement for application to the Mortgage Loan or to pay the costs of restoring the Mortgaged Property) is less than
(b) 25% of the remainder of the (i) initial Note B Principal Balance less (ii) any payments of principal (whether as principal prepayments or otherwise) allocated to, and received on, Note B.
For purposes of determining whether a Control Appraisal Period is in effect, Appraisal Reduction Amounts and Realized Principal Losses shall be allocated to reduce first, the Principal Balance of Note B, and second, the Principal Balances of the Senior Notes (on a pro rata and pari passu basis), in each case up to the outstanding amount thereof.
“Controlling Class Representative” shall mean the “Directing Certificateholder” or other representative of the “Controlling Class” as each such term (or analogous term) is defined in the Servicing Agreement.
“Controlling Noteholder” shall mean as of any date of determination (i) the Note B Holder, unless a Control Appraisal Period has occurred and is continuing or (ii) if a Control Appraisal Period has occurred and is continuing, the Lead Securitization Noteholder; provided that at any time the Lead Securitization Noteholder is the Controlling Noteholder and the Lead Securitization Note is included in the Lead Securitization, references to the “Controlling Noteholder” herein shall mean the holders of the majority of the class of securities issued in the Lead Securitization designated as the “controlling class” (or such other party designated under the terms of the Servicing Agreement to exercise the rights of the “Controlling Noteholder” hereunder), as and to the extent provided in the Servicing Agreement; provided, further, that if any Noteholder would be the Controlling Noteholder pursuant to the terms hereof but any interest in the Note of such Noteholder is held by the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party, or the Mortgage Loan Borrower or Mortgage Loan Borrower Related Party would otherwise be entitled to exercise the rights of the Controlling Noteholder, a Control Appraisal Period shall be deemed to have occurred with respect to such Noteholder. As of the Closing Date, the Controlling Noteholder is the Note B Holder.
“Controlling Noteholder Representative” shall mean, with respect to the Mortgage Loan, the representative appointed pursuant to Section 6(a).
“Cure Period” shall have the meaning assigned to such term in Section 11(a).
“DBRS” shall mean DBRS, Inc. and its successors in interest.
“Default Interest” shall mean interest on the Mortgage Loan at a rate per annum equal to the Note Default Interest Spread.
“Defaulted Mortgage Loan” shall have the meaning assigned to the term “Defaulted Loan” (or analogous term) in the Servicing Agreement.
“Defaulted Mortgage Loan Purchase Price” shall mean the sum, without duplication, of (a) the aggregate Principal Balance of the Senior Notes, (b) accrued and unpaid interest thereon at the Note A Rate, from the date as to which interest was last paid in full by Mortgage Loan Borrower up to and including the end of the interest accrual period relating to the Monthly Payment Date next following the date of purchase, (c) any other amounts due under the Mortgage Loan, other than Prepayment Premiums, default interest, late fees, exit fees and any other similar fees, provided that if the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party is the purchaser, the Defaulted Mortgage Loan Purchase Price shall include Prepayment Premiums, default interest, late fees, exit fees and any other similar fees, (d) without duplication of amounts under clause (c), any unreimbursed property protection or servicing Advances and any expenses incurred in enforcing the Mortgage Loan Documents (including, without limitation, servicing Advances payable or reimbursable to any Servicer, and earned and unpaid special servicing fees), (e) without duplication of amounts under clause (c), any accrued and unpaid Advance Interest Amount, (f) (x) if the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party is the purchaser or (y) if the Mortgage Loan is purchased after ninety (90) days after such option first becomes exercisable pursuant to Section 12 of this Agreement, any liquidation or workout fees payable under the Securitization Servicing Agreement with respect to the Mortgage Loan (provided that in no event shall both a workout fee and a liquidation fee be payable in connection with the same purchase event) and (g) any Recovered Costs not reimbursed previously to a Senior Note pursuant to this Agreement. Notwithstanding the foregoing, if the Note B Holder is purchasing from the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party, the Defaulted Mortgage Loan Purchase Price shall not include the amounts described under clauses (d) through (f) of this definition. If the Mortgage Loan is converted into a REO Property, for purposes of determining the Defaulted Mortgage Loan Purchase Price, interest will be deemed to continue to accrue on each Senior Note at the Note A Rate as if the Mortgage Loan were not so converted. In no event shall the Defaulted Mortgage Loan Purchase Price include amounts due or payable to the Note B Holder under this Agreement.
“Defaulted Note Purchase Date” shall have the meaning assigned to such term in Section 12.
“Depositor” shall mean the Person selected by the Lead Securitization Noteholder to create the Securitization Trust.
“Event of Default” shall mean, with respect to the Mortgage Loan, an “Event of Default” (or analogous term) as defined in the Mortgage Loan Documents.
“Final Recovery Determination” shall have the meaning assigned to such term (or analogous term) in the Servicing Agreement.
“First Securitization” shall mean the earliest Securitization to occur.
“Fitch” shall mean Fitch Ratings, Inc. and its successors in interest.
“Grace Period” shall have the meaning assigned to such term in Section 11(a).
“Holder” shall mean, with respect to any Note, the initial holder thereof, together with its successors and assigns.
“Indemnified Items” shall mean, collectively, any claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses incurred in connection with the servicing and administration of the Mortgage Loan and the Mortgaged Property (or, with respect to the Operating Advisor, incurred in connection with the provision of services for the Mortgage Loan) under the Servicing Agreement.
“Indemnified Parties” shall mean, collectively, (i) (as and to the same extent the Lead Securitization Trust is required to indemnify each of the following parties in respect of other mortgage loans in the Lead Securitization Trust pursuant to the terms of the Servicing Agreement) each of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor, the Asset Representations Reviewer (as such term is defined in the Servicing Agreement) and the Depositor (and any director, officer, employee or agent of any of the foregoing, to the extent such parties are identified as indemnified parties in the Securitization Servicing Agreement in respect of other mortgage loans) and (ii) the Lead Securitization Trust.
“Independent” shall have the meaning assigned to such term (or analogous term) in the Servicing Agreement.
“Initial Agent” shall mean the initial Holder of Note A‑1.
“Insolvency Proceeding” shall mean any proceeding under Title 11 of the United States Code (11 U.S.C. Sec. 101 et seq.) or any other insolvency, liquidation, reorganization or other similar proceeding concerning the Mortgage Loan Borrower, any action for the dissolution of the Mortgage Loan Borrower, any proceeding (judicial or otherwise) concerning the application of the assets of the Mortgage Loan Borrower for the benefit of its creditors, the appointment of or any proceeding seeking the appointment of a trustee, receiver or other similar custodian for all or any substantial part of the assets of the Mortgage Loan Borrower or any other action concerning the adjustment of the debts of the Mortgage Loan Borrower, the cessation of business by the Mortgage Loan Borrower, except following a sale, transfer or other disposition of all or substantially all of the assets of the Mortgage Loan Borrower in a transaction permitted under the Mortgage Loan Documents; provided, that following any such permitted transaction affecting the title to the Mortgaged Property, the Mortgage Loan Borrower for purposes of this Agreement shall be defined to mean the successor owner of the Mortgaged Property from time to time as may be permitted pursuant to the Mortgage Loan Documents; provided, further, that for the purposes of this definition, in the event that more than one entity comprises the Mortgage Loan Borrower, the term “Mortgage Loan Borrower” shall refer to any such entity.
“Insurance and Condemnation Proceeds” shall have the meaning assigned to such term or any one or more analogous terms in the Servicing Agreement.
“Interest Rate” shall have the meaning assigned to such term or any one or more analogous terms in the Mortgage Loan Documents.
“Interim Servicing Agreement” shall mean such agreement providing for the servicing of the Mortgage Loan until the First Securitization by Wells Fargo Bank, National Association, as Wells Fargo Bank, National Association, and the other parties hereto shall agree on or after the date hereof.
“Interested Person” shall have the meaning assigned to such term (or analogous term) in the Servicing Agreement.
“Intervening Trust Vehicle” with respect to any Securitization Vehicle that is a CDO, shall mean a trust vehicle or entity which holds Note B as collateral securing (in whole or in part) any obligation or security held by such Securitization Vehicle as collateral for the CDO.
“KBRA” shall mean Kroll Bond Rating Agency, LLC and its successors in interest.
“Lead Securitization” shall mean (a) if the First Securitization includes Note A-4-A, such Securitization, and (b) if the First Securitization does not include Note A-4-A, then (i) for the period beginning upon the closing of such First Securitization and ending upon the closing of the Securitization that includes Note A-4-A, such First Securitization and (ii) on and after the closing of the Securitization that includes Note A-4-A, such Securitization. For the avoidance of doubt, it is understood that upon the closing of the Securitization that includes Note A-4-A, such Securitization shall thereafter be the Lead Securitization, and the Servicing Agreement for such Securitization shall be the Lead Securitization Servicing Agreement, for all purposes hereunder, and that such Lead Securitization Servicing Agreement shall govern, together with this Agreement, the servicing of the Mortgage Loan (including without limitation the allocation of responsibilities between the master servicer and special servicer with respect to servicing decisions to be made with respect to the Mortgage Loan).
“Lead Securitization Note” shall mean (a) if the First Securitization includes Note A-4-A, such Note A-4-A, and (b) if the First Securitization does not include Note A-4-A, then (i) for the period beginning upon the closing of such First Securitization and ending upon the closing of the Securitization that includes Note A-4-A, the Notes included in such First Securitization and (ii) on and after closing of the Securitization that includes Note A-4-A, such Note A-4-A.
“Lead Securitization Noteholder” shall mean the holder of the Lead Securitization Note.
“Lead Securitization Servicing Agreement” shall mean the Servicing Agreement for the Lead Securitization.
“Lead Securitization Trust” shall mean the Securitization Trust created in connection with the Lead Securitization.
“Lender” shall have the meaning assigned to such term (or analogous term) in the Mortgage Loan Agreement.
“Liquidation Proceeds” shall have the meaning assigned to such term or any one or more analogous terms in the Servicing Agreement.
“Major Decisions” shall mean:
(i) any proposed or actual foreclosure upon or comparable conversion (which shall include acquisitions of any REO Property by deed‑in‑lieu or otherwise) of the ownership of the property securing the Mortgage Loan if it comes into and continues in default;
(ii) any modification, consent to a modification or waiver of, or consent to any deferral of compliance with, any monetary term (other than late fees and default interest) or material non‑monetary term (including, without limitation, the timing of payments and acceptance of discounted payoffs or the material modification or termination of cash management or lockbox arrangements) of the Mortgage Loan, or any extension of the maturity date of the Mortgage Loan;
(iii) following a default or an event of default with respect to the Mortgage Loan, any exercise of remedies, including the acceleration of the Mortgage Loan or initiation of any proceedings, judicial, bankruptcy or otherwise, under the related Mortgage Loan Documents or seeking to appoint a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official with respect to the Mortgage Loan Borrower or all or any part of its property or assets or ordering the winding‑up or liquidation of the affairs of the Mortgage Loan Borrower;
(iv) any sale of the Mortgage Loan (when it is a Defaulted Mortgage Loan) or REO Property for less than the applicable Purchase Price (as defined in the Securitization Servicing Agreement);
(v) any determination to bring the Mortgaged Property or an REO Property into compliance with applicable environmental laws or to otherwise address any Hazardous Materials (as defined in the Securitization Servicing Agreement) located at the Mortgaged Property or an REO Property;
(vi) any direct or indirect transfer of the Mortgaged Property (or any interest therein), any release of material collateral or any acceptance of substitute or additional collateral for the Mortgage Loan or any consent or determination with respect to any of the foregoing, other than if required pursuant to the specific terms of the related Mortgage Loan Documents and for which there is no lender discretion;
(vii) any waiver of or determination not to enforce a “due‑on‑sale” or “due‑on‑encumbrance” clause with respect to the Mortgage Loan or any consent to such a waiver or consent to a transfer of the Mortgaged Property or of any direct or indirect interest in the Mortgage Loan Borrower or change in control of the Mortgage Loan Borrower;
(viii) any incurrence of additional debt by the Mortgage Loan Borrower or any mezzanine financing by any direct or indirect legal or beneficial owner of the Mortgage Loan Borrower (to the extent that the lender has consent rights pursuant to the related Mortgage Loan Documents);
(ix) any material modification, waiver or amendment of, or any material consent granted or withheld in connection with, or the execution of, an intercreditor agreement, co‑lender agreement or similar agreement with any mezzanine lender or subordinate debt holder related to the Mortgage Loan, or any action to enforce rights (or decision not to enforce rights) with respect thereto, or any material modification, waiver or amendment thereof;
(x) any property management company changes, including, without limitation, approval of the termination of a manager and appointment of a new property manager and/or terminating, cancelling, amending, supplementing, modifying or entering into any property management agreement (in each case, if the Lender is required to consent or approve such changes under the Mortgage Loan Documents);
(xi) releases of any material amounts from any escrow accounts, reserve funds or letters of credit, in each case, held as performance escrows or reserves, other than those required to be released pursuant to the specific terms of the Mortgage Loan Documents and for which there is no lender discretion;
(xii) any release of the Mortgage Loan Borrower or guarantor or other obligor from liability under any of the Mortgage Loan Documents (including acceptance of an assumption agreement) and the addition of a new guarantor, or any consent or determination with respect to any of the foregoing, other than pursuant to the specific terms of the Mortgage Loan and for which there is no lender discretion;
(xiii) any determination of an Acceptable Insurance Default;
(xiv) the approval of or voting on any plan of reorganization, restructuring or similar plan or other material action or decision in the bankruptcy of the Mortgage Loan Borrower;
(xv) any material modification, waiver or amendment of any guaranty or environmental indemnity related to the Mortgage Loan;
(xvi) any approval of any property insurance settlements or award in connection with a taking related to the Mortgaged Property or the approval of a determination to apply such insurance proceeds or award to the repayment of the Mortgage Loan rather than to the restoration of the Mortgaged Property, other than pursuant to the specific terms of the Mortgage Loan and for which there is no lender discretion; or
(xvii) any determination by the Master Servicer to transfer the Mortgage Loan to the Special Servicer based on a determination that (A) a default (other than an Acceptable Insurance Default) is reasonably foreseeable, (B) such default will materially impair the value of the Mortgaged Property as security for the Mortgage Loan and (C) the default is likely to continue unremedied;
(xviii) any material modification or waiver of the insurance requirements set forth in the Mortgage Loan Documents;
(xix) any adoption or implementation of a budget submitted by the Mortgage Loan Borrower to the extent lender approval is required under the Mortgage Loan Documents;
(xx) any determination that a “Trigger Period” or other similar term is in effect;
(xxi) any approval of a “major lease” or analogous term to the extent lender approval is required under the Mortgage Loan Documents;
(xxii) any material modification or waiver of any special purpose entity requirements set forth in the Mortgage Loan Documents; or
(xxiii) any modification, amendment or termination of, or waiver of any provision of any reciprocal easement agreement;
provided, that after the Securitization Date, “Major Decisions” shall have the meaning given to such term in the Securitization Servicing Agreement.
“Master Servicer” shall have the meaning assigned to such term (or analogous term) in the Servicing Agreement.
“Monetary Default” shall have the meaning assigned to such term in Section 11(a).
“Monetary Default Notice” shall have the meaning assigned to such term in Section 11(a).
“Monthly Payment Date” shall mean the Scheduled Payment Date (as such term (or analogous term) is defined in the Mortgage Loan Documents).
“Moody’s” shall mean Moody’s Investors Service, Inc. and its successors in interest.
“Morningstar” shall mean Morningstar Credit Ratings, LLC and its successors in interest.
“Mortgage” shall have the meaning assigned to such term in the recitals.
“Mortgaged Property” shall have the meaning assigned to such term in the recitals. “Mortgage Loan” shall have the meaning assigned to such term in the recitals.
“Mortgage Loan Agreement” shall mean that certain Loan Agreement, dated as of November 5, 2021, between the Mortgage Loan Borrower, as borrower, and Wells, Barclays, BMO, 3650 REIT 2 LLC, and 3650 CBR LLC, collectively as Lenders, as the same may be amended, restated, supplemented or otherwise modified from time to time, subject to the terms hereof.
“Mortgage Loan Borrower” shall have the meaning assigned to such term in the recitals.
“Mortgage Loan Borrower Related Party” shall have the meaning assigned to such term in Section 18.
“Mortgage Loan Documents” shall have the same meaning as is given to the term “Loan Documents” (or analogous term) in the Mortgage Loan Agreement, as any of such Loan Documents may be amended, restated, supplemented or otherwise modified from time to time, subject to the terms hereof.
“Mortgage Loan Rate” shall mean, as of any date of determination, the weighted average of the Note A Rate and the Note B Rate, weighted based on the Principal Balances of the Notes.
“Mortgage Loan Schedule” shall have the meaning assigned to such term in the recitals.
“Net Note A Rate” shall mean the Note A Rate minus the Servicing Fee Rate applicable to each Senior Note.
“Net Note B Rate” shall mean the Note B Rate minus the Servicing Fee Rate applicable to Note B.
“New Notes” shall have the meaning assigned to such term in Section 38.
“Non‑Controlling Note” shall mean, with respect to a Non‑Controlling Noteholder, the Note held by such Non‑Controlling Noteholder.
“Non‑Controlling Noteholder” shall mean each Noteholder other than the Controlling Noteholder.
“Non‑Controlling Pari Passu Note” shall mean any Senior Note other than Note A-4-A.
“Non‑Controlling Pari Passu Noteholder” shall mean the Holder of a Non‑Controlling Pari Passu Note, provided that with respect to the related Non‑Controlling Note held by such Holder, at any time such Non‑Controlling Note is included in a Securitization other than the Lead Securitization, references to the “Non‑Controlling Pari Passu Noteholder” herein shall mean the Non‑Lead Securitization Subordinate Class Representative under the related Non‑Lead Securitization Servicing Agreement (or such other party designated under the terms of the related Non‑Lead Securitization Servicing Agreement to exercise the rights of the “Non‑Controlling Pari Passu Noteholder” hereunder), as and to the extent provided in the related Non‑Lead Securitization Servicing Agreement and as to the identity of which the Lead Securitization Noteholder (and the Master Servicer and the Special Servicer) has been given written notice. The Lead Securitization Noteholder (or the Master Servicer or the Special Servicer acting on its behalf) shall not be required at any time to deal with more than one party exercising the rights of a “Non‑Controlling Pari Passu Noteholder” herein or under the Securitization Servicing Agreement and (x) to the extent that the related Non‑Lead Securitization Servicing Agreement assigns such rights to more than one party or (y) to the extent a Non‑Controlling Note is split into two or more New Notes pursuant to Section 38, for purposes of this Agreement, the Non‑Lead Securitization Servicing Agreement or the holders of such New Notes shall designate one party to deal with the Lead Securitization Noteholder (or the Master Servicer or the Special Servicer acting on its behalf) and provide written notice of such designation to the Lead Securitization Noteholder (and the Master Servicer and the Special Servicer acting on its behalf) (such party, the “Non‑Controlling Pari Passu Noteholder Representative”); provided that, in the absence of such designation and notice, the Lead Securitization Noteholder (or the Master Servicer or the Special Servicer acting on its behalf) shall be entitled to treat the last party as to which it has received written notice as having been designated as the Non‑Controlling Pari Passu Noteholder Representative with respect to such Non‑Controlling Note for all purposes of this Agreement.
Prior to Securitization of any Non‑Lead Securitization Note by the related Non‑Lead Securitization Noteholder (including any New Notes), all notices, reports, information or other deliverables required to be delivered to such Non‑Lead Securitization Noteholder or Non‑Controlling Pari Passu Noteholder pursuant to this Agreement or the Securitization Servicing Agreement by the Lead Securitization Noteholder (or the Master Servicer or the Special Servicer acting on its behalf) only need to be delivered to each Non‑Controlling Pari Passu Noteholder Representative and, when so delivered to each Non‑Controlling Pari Passu Noteholder Representative, the Lead Securitization Noteholder (or the Master Servicer or the Special Servicer acting on its behalf) shall be deemed to have satisfied its delivery obligations with respect to such items hereunder or under the Securitization Servicing Agreement. Following Securitization of any Non‑Lead Securitization Note by the related Non‑Lead Securitization Noteholder, all notices, reports, information or other deliverables required to be delivered to such Non‑Lead Securitization Noteholder or Non‑Controlling Pari Passu Noteholder pursuant to this Agreement or the Securitization Servicing Agreement by the Lead Securitization Noteholder (or the Master Servicer or the Special Servicer acting on its behalf) shall be delivered to the related Non‑Lead Master Servicer and the related Non‑Lead Special Servicer (who then may forward such items to the party entitled to receive such items as and to the extent provided in the related Non‑Lead Securitization Servicing Agreement) and, when so delivered to the related Non‑Lead Master Servicer and the related Non‑Lead Special Servicer, the Lead Securitization Noteholder (or the Master Servicer or the Special Servicer acting on its behalf) shall be deemed to have satisfied its delivery obligations with respect to such items hereunder or under the Securitization Servicing Agreement.
“Non‑Controlling Pari Passu Noteholder Representative” shall have the meaning assigned to such term in the definition of “Non‑Controlling Pari Passu Noteholder”.
“Non‑Exempt Person” shall mean any Person other than a Person who is either (i) a U.S. Person or (ii) has on file with the Agent for the relevant year such duly‑executed form(s) or statement(s) which may, from time to time, be prescribed by law and which, pursuant to applicable provisions of (A) any income tax treaty between the United States and the country of residence of such Person, (B) the Code or (C) any applicable rules or regulations in effect under clauses (A) or (B) above, permit the Servicer on behalf of the applicable Holder to make such payments free of any obligation or liability for withholding.
“Non‑Lead Certificate Administrator” shall mean the “certificate administrator” under any Non‑Lead Securitization Servicing Agreement.
“Non-Lead Depositor” shall mean, with respect to each Non-Lead Securitization, the “depositor” under the related Non-Lead Securitization Servicing Agreement.
“Non‑Lead Master Servicer” shall mean the master servicer under a Non‑Lead Securitization.
“Non‑Lead Securitization” shall mean any Securitization of a Non‑Lead Securitization Note.
“Non‑Lead Securitization Date” shall mean the closing date of any Non‑Lead Securitization.
“Non‑Lead Securitization Note” shall mean any Senior Note not included in the Lead Securitization.
“Non‑Lead Securitization Noteholder” shall mean the Holder of a Non‑Lead Securitization Note.
“Non‑Lead Securitization Servicing Agreement” shall mean the servicing agreement for the related Non‑Lead Securitization.
“Non‑Lead Securitization Subordinate Class Representative” shall mean the holders of the majority of the class of securities issued in a Non‑Lead Securitization designated as the “controlling class” pursuant to the related Non‑Lead Securitization Servicing Agreement or their duly appointed representative; provided that if 50% or more of the class of securities issued in any Non‑Lead Securitization designated as the “controlling class” or such other class(es) otherwise assigned the rights to exercise the rights of the “Non‑Controlling Noteholder” is held by the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party, no person shall be entitled to exercise the rights of the related Non‑Lead Securitization Subordinate Class Representative.
“Non‑Lead Securitization Trust” shall mean the Securitization Trust into which any Non‑Lead Securitization Note is deposited.
“Non‑Lead Servicer” shall mean the Non‑Lead Master Servicer or Non‑Lead Special Servicer, as applicable.
“Non‑Lead Special Servicer” shall mean the special servicer under a Non‑Lead Securitization.
“Non‑Lead Trustee” shall mean the trustee under a Non‑Lead Securitization.
“Non‑Monetary Default” shall have the meaning assigned to such term in Section 11(d).
“Non‑Monetary Default Cure Period” shall have the meaning assigned to such term in Section 11(d).
“Non‑Monetary Default Notice” shall have the meaning assigned to such term in Section 11(d).
“Note” shall have the meaning assigned to such term in the recitals.
“Note A-1” shall have the meaning assigned to such term in the recitals.
“Note A-2” shall have the meaning assigned to such term in the recitals.
“Note A-3” shall have the meaning assigned to such term in the recitals.
“Note A-4-A” shall have the meaning assigned to such term in the recitals.
“Note A-4-B” shall have the meaning assigned to such term in the recitals.
“Note A Default Rate” shall mean a rate per annum equal to the Note A Rate plus the Note Default Interest Spread.
“Note A Rate” shall mean the Note A Rate set forth on the Mortgage Loan Schedule.
“Note A Relative Spread” shall mean the ratio of the Note A Rate to the Mortgage Loan Rate.
“Note B” shall have the meaning assigned to such term in the recitals.
“Note B Default Rate” shall mean a rate per annum equal to the Note B Rate plus the Note Default Interest Spread.
“Note B Rate” shall mean the Note B Rate set forth on the Mortgage Loan Schedule.
“Note B Relative Spread” shall mean the ratio of the Note B Rate to the Mortgage Loan Rate.
“Note Default Interest Spread” shall mean a rate per annum equal to the difference between the Note Default Rate and the Mortgage Loan Rate.
“Note Default Rate” shall mean a rate per annum equal to the lesser of (a) the Maximum Legal Rate (as defined in the Mortgage Loan Agreement), or (b) four percent (4%) above the Mortgage Loan Rate.
“Note Pledgee” shall have the meaning assigned to such term in Section 19(e).
“Note Rate” shall mean the Note A Rate or the Note B Rate, as applicable.
“Note Register” shall have the meaning assigned to such term in Section 21.
“Noteholder” shall mean any Holder of a Note.
“Noteholder Purchase Notice” has the meaning assigned to such term in Section 12.
“Operating Advisor” shall mean the operating advisor under the Securitization Servicing Agreement, if any.
“Original Agreement” shall have the meaning assigned to such term in the recitals.
“Original Note A-4” shall have the meaning assigned to such term in the recitals.
“Original Notes” shall have the meaning assigned to such term in the recitals.
“Penalty Charges” shall have the meaning assigned to such term (or analogous term) in the Servicing Agreement.
“Percentage Interest” shall mean, with respect to any Holder of a Note, a fraction, expressed as a percentage, the numerator of which is the Principal Balance of such Note, and the denominator of which is the Principal Balance of the Mortgage Loan.
“Permitted Fund Manager” shall mean any Person that on the date of determination is (i) one of the entities on Exhibit C attached hereto and made a part hereof or any other a nationally‑recognized manager of investment funds investing in debt or equity interests relating to commercial real estate, (ii) investing through a fund with committed capital of at least $250,000,000 and (iii) not subject to a proceeding relating to the bankruptcy, insolvency, reorganization or relief of debtors.
“Person” shall have the meaning assigned to such term in the Servicing Agreement.
“Pledge” shall have the meaning assigned to such term in Section 19(e).
“Prepayment Premium” shall mean, with respect to the Mortgage Loan, any prepayment premium, spread maintenance premium, yield maintenance premium or similar fee required to be paid in connection with a prepayment of the Mortgage Loan pursuant to the Mortgage Loan Documents, including any exit fee.
“Principal Balance” shall mean, at any time of determination (i) with respect to any Note, the initial Principal Balance thereof set forth on the Mortgage Loan Schedule as of the date hereof, less any payments of principal thereon received by the Holder thereof or reductions in such amount pursuant to Sections 3, 4 or 5, as applicable; and (ii) with respect to the Mortgage Loan, the sum of the Principal Balances of the Notes.
“Pro rata and Pari Passu Basis” shall mean with respect to each Senior Note and the related Noteholders (or, to the extent specified herein, a subset of the Senior Notes or the related Noteholders), the allocation of any particular payment, collection, cost, expense, liability or other amount among such Notes or such Noteholders, as the case may be, without any priority of any such Note or any such Noteholder over another such Note or Noteholder, as the case may be, and in any event such that each Note or Noteholder, as the case may be, is allocated its pro rata amount (calculated in proportion to the Principal Balance of such Note, relative to the aggregate Principal Balance of the applicable Senior Notes, or otherwise in proportion to the amount due to the holder of the subject Senior Note, relative to the aggregate amount due to holders of all of the applicable Senior Notes) of such particular payment, collection, cost, expense, liability or other amount.
“Qualified Institutional Lender” shall mean each of the Noteholders, Wells, Barclays, BMO, 3650 REIT 2 LLC, 3650 CBR LLC, any 3650 Entity and any other U.S. Person that is:
(a) an entity Controlled (as defined below) by, under common Control with or that Controls any of Wells, Barclays, BMO, 3650 REIT 2 LLC, or 3650 CBR LLC, or
(b) one or more of the following:
(i) a real estate investment bank, an insurance company, reinsurance trust, bank, savings and loan association, investment bank, trust company, commercial credit corporation, pension plan, pension fund, pension fund advisory firm, mutual fund, real estate investment trust, governmental entity or plan, or
(ii) an investment company, money management firm or a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, as amended, or an “accredited investor” within the meaning of Rule 501(a) (1), (2), (3) or (7) of Regulation D under the Securities Act of 1933, as amended, or
(iii) a Qualified Trustee (or in the case of a CDO, a single purpose bankruptcy remote entity which contemporaneously assigns or pledges its Note, or a participation interest therein (or any portion thereof) to a Qualified Trustee) in connection with (A) a securitization of, (B) the creation of collateralized debt obligations (“CDO”) secured by, or (C) a financing through an “owner trust” of, any or all of its Note (any of the foregoing, a “Securitization Vehicle”), provided that (1) one or more classes of securities issued by such Securitization Vehicle is initially rated at least investment grade by each of the Rating Agencies which assigned a rating to one or more classes of securities issued in connection with a securitization (it being understood that with respect to any Rating Agency that assigned such a rating to the securities issued by such Securitization Vehicle, a Rating Agency Confirmation will not be required in connection with a transfer of a Note to such Securitization Vehicle); (2) in the case of a Securitization Vehicle that is not a CDO, the special servicer of such Securitization Vehicle has a Required Special Servicer Rating or is otherwise acceptable to the Rating Agencies rating each Securitization (such entity, an “Approved Servicer”) and such Approved Servicer is required to service and administer such Note in accordance with servicing arrangements for the assets held by the Securitization Vehicle which require that such Approved Servicer act in accordance with a servicing standard notwithstanding any contrary direction or instruction from any other Person; or (3) in the case of a Securitization Vehicle that is a CDO, the CDO Asset Manager and, if applicable, each Intervening Trust Vehicle that is not administered and managed by a CDO Asset Manager which is a Qualified Institutional Lender, are each a Qualified Institutional Lender under clauses (b)(i), (b)(ii), (b)(iii), (b)(iv) or (b)(v) of this definition, or
(iv) an investment fund, limited liability company, limited partnership or general partnership having capital and/or capital commitments of at least $250,000,000, in which (A) a Noteholder (B) a person that is otherwise a Qualified Institutional Lender under clause (b)(i), (b)(ii) or (b)(v) (with respect to an institution substantially similar to the entities referred to in clause (b)(i) or (b)(ii) above), or (C) a Permitted Fund Manager, acts as a general partner, managing member, or the fund manager responsible for the day‑to‑day management and operation of such investment vehicle and provided that at least 50% of the equity interests in such investment vehicle are owned, directly or indirectly, by one or more entities that are otherwise Qualified Institutional Lenders (without regard to the capital surplus/equity and total asset requirements set forth below in the definition), or
(v) an institution substantially similar to any of the foregoing, and in the case of any entity referred to in clause (b)(i), (ii), (iii)(A), (iv)(B) or (v) of this definition, (x) such entity has at least $200,000,000 in capital/statutory surplus or shareholders’ equity (except with respect to a pension advisory firm, asset manager or similar fiduciary) and at least $600,000,000 in total assets (in name or under management), and (y) is regularly engaged in the business of making or owning commercial real estate loans (or interests therein) similar to the Mortgage Loan (or mezzanine loans with respect to commercial real estate) or owning or operating commercial real estate properties; provided that, in the case of the entity described in clause (b)(iv) (B) above, the requirements of this clause (y) may be satisfied by a general partner, managing member, or the fund manager responsible for the day‑to‑day management and operation of such entity; or
(c) any entity Controlled (as defined below) by any of the entities described in clause (b) above or approved by the Rating Agencies hereunder as a Qualified Institutional Lender for purposes of this Agreement, or as to which the Rating Agencies have stated they would not review such entity in connection with the subject transfer.
For purposes of this definition only, “Control” means the ownership, directly or indirectly, in the aggregate of more than fifty percent (50%) of the beneficial ownership interests of an entity and the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of an entity, whether through the ability to exercise voting power, by contract or otherwise (“Controlled” and “Controlling” have the meaning correlative thereto).
“Qualified Trustee” means (i) a corporation, national bank, national banking association or a trust company, 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, having a combined capital and surplus of at least $100,000,000 and subject to supervision or examination by federal or state authority, (ii) an institution insured by the Federal Deposit Insurance Corporation or (iii) an institution whose long‑term senior unsecured debt is rated either of the then in effect top two rating categories of each of the applicable Rating Agencies.
“Rating Agencies” shall mean any of (a) S&P, (b) Moody’s, (c) Fitch, (d) DBRS, (e) KBRA and (f) Morningstar; provided, that if any of such entities shall for any reason no longer perform the functions of a securities rating agency, any other nationally recognized statistical rating agency reasonably designated by the applicable depositor to rate the securities issued in connection with the related Securitization shall constitute a “Rating Agency” hereunder; provided, further, that, at any time during which a Note is an asset of one or more Securitizations, “Rating Agencies” shall mean only those rating agencies that are engaged by the applicable depositors to rate the securities issued in connection with the Securitizations of the securitized Notes.
“Rating Agency Confirmation”: shall mean, (i) prior to a Securitization, reasonable consent of the Lead Securitization Noteholder, and (ii) after a Securitization, the meaning given thereto or any analogous term in the Servicing Agreement, including any deemed Rating Agency Confirmation.
“Realized Principal Loss” shall mean any reduction in the Mortgage Loan Principal Balance that does not result in an accompanying payment of principal to any of the Noteholders, which may result from, but is not limited to, one of the following circumstances: (i) the cancellation or forgiveness of any portion of the Mortgage Loan Principal Balance in connection with a bankruptcy or similar proceeding or a modification or amendment of the Mortgage Loan granted by the Servicer pursuant to the terms of the Securitization Servicing Agreement and this Agreement; or (ii) a reduction in the Mortgage Loan Rate in connection with a bankruptcy or similar proceeding involving the Mortgage Loan Borrower or a modification or amendment of the Mortgage Loan agreed to by the Servicer in accordance with the terms of the Securitization Servicing Agreement and this Agreement, that as a result of the application of Section 5, results in the application of principal to pay interest to one or more Noteholders (each such Realized Principal Loss described in this clause (ii) shall be deemed to have been incurred on the Monthly Payment Date for each affected scheduled payment of principal and/or interest).
“Recovered Costs” shall mean any amounts referred to in clauses (d) and/or (e) of the definition of “Defaulted Mortgage Loan Purchase Price” that, at the time of determination, had been previously paid or reimbursed to any Servicer from sources other than collections on or in respect of the Mortgage Loan or the Mortgaged Property (including, without limitation, from collections on or in respect of loans other than the Mortgage Loan).
“Redirection Notice” shall have the meaning assigned to such term in Section 19(e).
“Regulation AB” shall mean Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100‑229.1125, as such rules may be amended from time to time, and subject to such clarification and interpretation as have been provided by the Commission or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time, in each case as effective from time to time as of the compliance dates specified therein.
“Relative Spread” shall mean Note A Relative Spread or Note B Relative Spread, as the context may require.
“REMIC” shall mean a real estate mortgage investment conduit within the meaning of Section 860D(a) of the Code.
“REMIC Provisions” shall mean 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.
“REO Property” shall, (i) prior to Securitization, mean the Mortgaged Property or any portion thereof that is acquired by the Agent (on behalf of all of the Noteholders subject to the terms of this Agreement), whether through foreclosure, deed‑in‑lieu of foreclosure or otherwise, and (ii) after Securitization, have the meaning assigned to such term (or analogous term) in the Securitization Servicing Agreement.
“Replacement Notes” shall have the meaning assigned to such term in the recitals.
“Required Special Servicer Rating” shall mean with respect to a special servicer (i) in the case of Fitch, a rating of “CSS3”, (ii) in the case of S&P, such special servicer appears on the S&P Select Servicer List as a U.S. Commercial Mortgage Special Servicer, (iii) in the case of Moody’s, (1) such special servicer confirms in writing that it was appointed to act as, and currently serves as, special servicer on a transaction‑level basis on the closing date of a commercial mortgage loan securitization with respect to which Moody’s rated one or more classes of certificates and one or more of such classes of certificates are still outstanding and rated by Moody’s, and (2) Moody’s has not cited servicing concerns with respect to such special servicer as the sole or a material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities rated by Moody’s in any other commercial mortgage‑backed securities transaction serviced by such special servicer prior to the time of determination; (iv) in the case of Morningstar, such special servicer has a ranking by Morningstar equal to or higher than “MOR CS3”, provided that if Morningstar has not issued a ranking with respect to such special servicer, such special servicer is acting as special servicer in a commercial mortgage loan securitization that was rated by another Rating Agency within the twelve (12) month period prior to the date of determination, and Morningstar has not downgraded or withdrawn the then‑current rating on any class of commercial mortgage securities or placed any class of commercial mortgage securities on watch citing the continuation of such special servicer as special servicer of such commercial mortgage securities; (v) in the case of KBRA, (1) such special servicer is acting as special servicer in a commercial mortgage loan securitization that was rated by KBRA within the twelve (12) month period prior to the date of determination that has not been downgraded or caused the withdrawal of the then current rating on any class of commercial mortgage securities or placement of any class of commercial mortgage securities on watch citing the continuation of such special servicer as special servicer of such commercial mortgage securities, as the sole or a material reason for such downgrade or withdrawal (or placement on watch) or (2) such special servicer has not acted as special servicer in a commercial mortgage loan securitization that was rated by KBRA in such twelve (12) month period but has received a Rating Agency Confirmation from KBRA; and (vi) in the case of DBRS, such special servicer is currently acting as special servicer in a CMBS transaction rated by DBRS (as to which CMBS transaction there are outstanding CMBS rated by DBRS) and has not been cited by DBRS as having servicing concerns that are the sole or a 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 CMBS transaction serviced by such special servicer prior to the time of determination.
“S&P” shall mean Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business, and its successors in interest.
“Securitization” shall mean one or more sales by a Senior Noteholder of all or a portion of its Note to a depositor, who will in turn include such portion of such Note as part of a securitization of one or more mortgage loans.
“Securitization Date” shall mean the effective date on which the Securitization of the Lead Securitization Note or portion thereof is consummated.
“Securitization Servicing Agreement” shall mean (i) the pooling and servicing agreement entered in connection with the Lead Securitization and (ii) on and after the date on which the Mortgage Loan is no longer subject to the provisions of the Securitization Servicing Agreement, the “Securitization Servicing Agreement” shall be determined in accordance with Section 2(a).
“Securitization Trust” shall mean a trust formed pursuant to a Securitization pursuant to which all or a portion of a Senior Note is held.
“Senior Note” shall mean any Note other than Note B.
“Senior Noteholder” shall mean the Holder of any Senior Note.
“Sequential Pay Event” shall mean any Event of Default with respect to an obligation to pay money due under the Mortgage Loan, any other Event of Default for which the Mortgage Loan is actually accelerated or any other Event of Default which causes the Mortgage Loan to become a Specially Serviced Mortgage Loan, or any bankruptcy or insolvency event that constitutes an Event of Default; provided, that unless the Servicer under the Servicing Agreement has notice or knowledge of such event at least ten (10) Business Days prior to the applicable distribution date, distributions will be made sequentially beginning on the subsequent distribution date; provided, further, that the aforementioned requirement of notice or knowledge will not apply in the case of distribution of the final proceeds of a liquidation or final disposition of the Mortgage Loan. A Sequential Pay Event (i) shall no longer exist to the extent it has been cured (including any cure payment made by the Controlling Noteholder in accordance with Section 11) and (ii) shall be deemed not to exist so long as the Note B Holder is exercising its cure rights under Section 11 or the default that led to the occurrence of such Sequential Pay Event has otherwise been cured or waived.
“Servicer” shall mean (i) prior to the Securitization Date, Wells Fargo Bank, National Association and (ii) from and after the Securitization Date, the Master Servicer or the Special Servicer, as the context may require.
“Servicer Remittance Date” shall (i) with respect to each Senior Note, have the meaning assigned to the term “Master Servicer Remittance Date” (or analogous term) in the Servicing Agreement and (ii) with respect to Note B, mean the second Business Day after the applicable Monthly Payment Date; provided, that if any delinquent payments are received by the Servicer after the related Monthly Payment Date, the Servicer Remittance Date with respect to Note B shall mean the second Business Day after the date of receipt.
“Servicing Agreement” shall mean, with respect to the Mortgage Loan, prior to the Securitization Date, the Interim Servicing Agreement, and, from and after the Securitization Date, the Securitization Servicing Agreement.
“Servicing Fee Rate” shall have the meaning assigned to such term (or analogous term) in the Servicing Agreement; provided that such rate shall not exceed 0.25% (excluding the primary servicing fee rate).
“Servicing Standard” shall have the meaning assigned to such term (or analogous term) in the Servicing Agreement.
“Servicing Transfer Event” shall have the meaning assigned to such term (or analogous term) in the Servicing Agreement.
“Special Servicer” shall have the meaning assigned to such term (or analogous term) in the Servicing Agreement.
“Specially Serviced Mortgage Loan” shall have the meaning assigned to the term “Specially Serviced Loan” (or analogous term) in the Servicing Agreement.
“Taxes” shall mean any income or other taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature, now or hereafter imposed by any jurisdiction or by any department, agency, state or other political subdivision thereof or therein.
“Threshold Event Collateral” shall have the meaning assigned to such term in Section 5(f).
“Threshold Event Cure” shall have the meaning assigned to such term in Section 5(f).
“Transfer” shall mean any sale, assignment, transfer, pledge, syndication, participation, hypothecation, contribution, encumbrance or other disposition (either (i) directly or (ii) indirectly through entering into a derivatives contract or any other similar agreement, excluding a repurchase financing or a Pledge in accordance with Section 19(e)).
“Trustee” shall mean the bank or trust company as may be selected by the Depositor and approved by the Rating Agencies to act as trustee for the related Securitization, and shall include any fiscal agent and/or paying agent appointed for such Securitization.
“U.S. Person” shall mean a citizen or resident of the United States, a corporation or partnership (except to the extent provided in applicable Treasury Regulations) created or organized in or under the laws of the United States, any State thereof or the District of Columbia, including any entity treated as a corporation or partnership for federal income tax purposes, or 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, a trust in existence on August 20, 1996 that is eligible to elect to be treated as a U.S. Person).
“Workout” shall mean any written modification, waiver, amendment, restructuring or workout of the Mortgage Loan or any Note entered into with the Mortgage Loan Borrower in accordance with the Servicing Agreement.
Penalty Charges paid on the Senior Notes pursuant to Section 3 or Section 4 hereunder, shall be allocated to each Senior Noteholder on a Pro rata and Pari Passu Basis and applied first, to reduce, on a pro rata basis, the amounts payable on the Senior Notes by the amount necessary to pay the Master Servicer, the Trustee or the Special Servicer for any interest accrued on any Servicing Advances and reimbursement of any Servicing Advances in accordance with the terms of the Securitization Servicing Agreement, second, to reduce, on a pro rata basis, the respective amounts payable on Senior Notes by the amount necessary to pay the Master Servicer, Trustee, Non‑Lead Master Servicer or Non‑Lead Trustee for any interest accrued on any P&I Advance made with respect to such Notes by such party (if and as specified in the Securitization Servicing Agreement or any Non‑Lead Servicing Agreement, as applicable), third, to reduce, on a pro rata basis, the amounts payable on the Senior Notes by the amount necessary to pay additional trust fund expenses (other than Special Servicing Fees, unpaid Workout Fees and Liquidation Fees) incurred with respect to the Mortgage Loan (as specified in the Securitization Servicing Agreement) and finally, in the case of the remaining amount of Penalty Charges allocable pursuant to Section 3 or Section 4 hereunder, to be paid to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Securitization Servicing Agreement.
Subject to Section 11 and Section 12 hereof, upon the Mortgage Loan becoming a Defaulted Mortgage Loan, each Senior Noteholder (other than the Lead Securitization Noteholder) hereby acknowledges the right and obligation of the Lead Securitization Noteholder (or the Special Servicer acting on behalf of the Lead Securitization Noteholder) to sell the Senior Notes as notes evidencing one whole senior note in accordance with the terms of the Servicing Agreement and the right (but not the obligation) of the Lead Securitization to sell all of the Notes together as one whole loan in accordance with the terms of the Servicing Agreement. In connection with any such sale, the Special Servicer shall sell the Senior Notes in the manner set forth in the Servicing Agreement and shall require that all offers be submitted to the Trustee in writing. Whether any cash offer from an Interested Person constitutes a fair price for the Senior Notes shall be determined by the Trustee; provided, that no offer from an Interested Person shall constitute a fair price unless (i) it is the highest offer received and (ii) at least two bona fide other offers are received from Independent third parties. In determining whether any offer received represents a fair price for the Senior Notes, the Trustee shall be supplied with and shall rely on the most recent Appraisal or updated Appraisal conducted in accordance with the Servicing Agreement within the preceding nine (9) month period or, in the absence of any such Appraisal, on a new Appraisal. The Trustee shall select the appraiser conducting any such new Appraisal. In determining whether any such offer constitutes a fair price for the Senior Notes, the Trustee shall instruct the appraiser to take into account (in addition to the results of any Appraisal or updated Appraisal that it may have obtained pursuant to the Servicing Agreement), as applicable, among other factors, the period and amount of any delinquency on the affected Senior Notes, the occupancy level and physical condition of the Mortgaged Property and the state of the local economy. The Trustee may conclusively rely on the opinion of an Independent appraiser or other Independent expert in real estate matters retained by the Trustee at the expense of the Holders in connection with making such determination. Notwithstanding the foregoing, the Lead Securitization Noteholder (or the Special Servicer acting on behalf of the Lead Securitization Noteholder) shall not be permitted to sell any Non‑Controlling Pari Passu Note as described above without the written consent of the related Non‑Controlling Pari Passu Noteholder (provided that such consent is not required of any Non‑Controlling Pari Passu Noteholder that is the Mortgage Loan Borrower or any Mortgage Loan Borrower Related Party) unless the Special Servicer has delivered to such Non‑Controlling Pari Passu Noteholder: (a) at least 15 Business Days’ prior written notice of any decision to attempt to sell the Senior Notes; (b) at least 10 days prior to the proposed sale date, a copy of each bid package (together with any material amendments to such bid packages) received by the Special Servicer in connection with any such proposed sale, (c) at least 10 days prior to the proposed sale date, a copy of the most recent Appraisal for the Mortgage Loan, and any documents in the Servicing File reasonably requested by such Non‑Controlling Pari Passu Noteholder that are material to the price of the Senior Notes and (d) until the sale is completed, and a reasonable period of time (but no less time than is afforded to the other offerors and the Controlling Class Representative) prior to the proposed sale date, all information and other documents being provided to other offerors and all leases or other documents that are approved by the Special Servicer in connection with the proposed sale; provided, that any Non‑Controlling Pari Passu Noteholder may waive any of the delivery or timing requirements set forth in this sentence that are applicable to it. Subject to the terms of the Servicing Agreement, each of the Controlling Noteholder, the Controlling Class Representative, each Non‑Controlling Noteholder (or any controlling class representative or directing holder on its behalf under a related Non‑Lead Securitization Servicing Agreement) shall be permitted to bid at any sale of the Senior Notes unless such Person is the Mortgage Loan Borrower, a Mortgage Loan Borrower Related Party or an agent of any of the foregoing.
Each Senior Noteholder (other than the Lead Securitization Noteholder) hereby appoints the Lead Securitization Noteholder as its agent, and grants to the Lead Securitization Noteholder an irrevocable power of attorney coupled with an interest, and their proxy, for the purpose of soliciting and accepting offers for and consummating the sale of its Note. Each such Senior Noteholder further agrees that, upon the request of the Lead Securitization Noteholder, such Senior Noteholder shall execute and deliver to or at the direction of Lead Securitization Noteholder such powers of attorney or other instruments as the Lead Securitization Noteholder may reasonably request to better assure and evidence the foregoing appointment and grant, in each case promptly following request, and shall deliver its original Note endorsed in blank, to or at the direction of the Lead Securitization Noteholder in connection with the consummation of any such sale.
The authority of the Lead Securitization Noteholder to sell the Senior Notes, and the obligations of each other Senior Noteholder to execute and deliver instruments or deliver the related Note upon request of the Lead Securitization Noteholder, shall terminate and cease to be of any further force or effect upon the date, if any, upon which Lead Securitization Note is repurchased by the initial Lead Securitization Noteholder (or the related Securitization mortgage loan seller) from the trust fund established under the Lead Securitization Agreement in connection with a material breach of representation or warranty made by the such Noteholder with respect to the Lead Securitization Note or in connection with a material document defect with respect to the documents delivered by the such Noteholder with respect to the Lead Securitization Note upon the consummation of the Lead Securitization. The preceding sentence shall not be construed to grant to any Senior Noteholder the benefit of any representation or warranty made by the initial Lead Securitization Noteholder (or the related Securitization mortgage loan seller) or any document delivery obligation imposed on the such Noteholder under any mortgage loan purchase and sale agreement, instrument of transfer or other document or instrument that may be executed or delivered by such Noteholder in connection with the Lead Securitization.
Anything herein or in the Securitization Servicing Agreement to the contrary notwithstanding, in the event that a Senior Note is included in a REMIC and any other Senior Note is not, neither the Holder of such other Senior Note nor the Note B Holder shall be required to reimburse the Noteholder that deposited its respective Note in the REMIC or any other Person for payment of (i) any taxes imposed on such REMIC, (ii) any costs or expenses relating to the administration of such REMIC or to any determination respecting the amount, payment or avoidance of any tax under such REMIC or (iii) any advances for any of the foregoing or any interest thereon or for deficits in other items of disbursement or income resulting from the use of funds for payment of any such taxes, costs or expenses or advances, nor shall any disbursement or payment otherwise distributable to such other Noteholder be reduced to offset or make‑up any such payment or deficit.
If the Lead Securitization Noteholder (or the Special Servicer acting on its behalf) has not received a response from the Controlling Noteholder (or its Controlling Noteholder Representative) with respect to such Major Decision within five (5) Business Days (or, in the case of an Acceptable Insurance Default, ten (10) Business Days) after delivery of the notice of a proposed Major Decision, the Lead Securitization Noteholder (or the Special Servicer acting on its behalf) shall deliver an additional copy of the notice of such proposed Major Decision in all caps bold 14‑point font: “THIS IS A SECOND NOTICE. FAILURE TO RESPOND WITHIN FIVE (5) BUSINESS DAYS (OR, IN THE CASE OF AN ACCEPTABLE INSURANCE DEFAULT, TEN (10) BUSINESS DAYS) OF THIS SECOND NOTICE WILL RESULT IN A LOSS OF YOUR RIGHT TO CONSENT WITH RESPECT TO THIS DECISION” and if the Controlling Noteholder (or its Controlling Noteholder Representative) fails to respond to the Lead Securitization Noteholder (or the Special Servicer acting on its behalf) with respect to any such proposed action within five (5) Business Days (or, in the case of an Acceptable Insurance Default, ten (10) Business Days) after receipt of such second notice, the Controlling Noteholder (or its Controlling Noteholder Representative), as applicable, shall have no further consent rights with respect to the specific action proposed in such notice.
Notwithstanding the foregoing, following the occurrence of an extraordinary event with respect to the Mortgaged Property, or if a failure to take any such action at such time would be inconsistent with the Servicing Standard, the Lead Securitization Noteholder (or Servicer acting on its behalf) may take actions with respect to the Mortgaged Property before obtaining the consent of the Controlling Noteholder (or its Controlling Noteholder Representative) if the Lead Securitization Noteholder (or Servicer acting on its behalf) reasonably determines in accordance with the Servicing Standard that failure to take such actions prior to such consent would materially and adversely affect the interest of the Noteholders (as a collective whole, but taking into account that Note B is subordinate to the Senior Notes), and the Lead Securitization Noteholder (or Servicer acting on its behalf) has made a reasonable effort to contact the Controlling Noteholder (or its Controlling Noteholder Representative). The foregoing shall not relieve the Lead Securitization Noteholder of its duties to comply with this Agreement (and shall not relieve the Servicer from its duties to comply with the Servicing Standard) .
Notwithstanding the foregoing, the Lead Securitization Noteholder (or the Servicer acting on its behalf) shall not follow any advice or consultation provided by the Controlling Noteholder (or its Controlling Noteholder Representative) that would require or cause the Lead Securitization Noteholder (or the Servicer acting on its behalf) to violate any applicable law, including the REMIC Provisions, be inconsistent with the Servicing Standard, require or cause the Lead Securitization Noteholder (or the Servicer acting on its behalf) to violate provisions of this Agreement or the Servicing Agreement, require or cause the Lead Securitization Noteholder (or Servicer acting on its behalf) to violate the terms of the Mortgage Loan, or materially expand the scope of the Lead Securitization Noteholder’s (or the Servicer acting on its behalf) responsibilities under this Agreement or the Servicing Agreement.
The Special Servicer shall be required to provide copies to each Non‑Controlling Noteholder of any notice, information and report that is required to be provided to the Controlling Noteholder pursuant to this Agreement and the Securitization Servicing Agreement with respect to any Major Decisions within the same time frame such notice, information and report is required to be provided to the Controlling Noteholder (for this purpose, without regard to whether such items are actually required to be provided to the Controlling Noteholder under the Securitization Servicing Agreement due to the occurrence of a Control Termination Event or a Consultation Termination Event (as each such term is defined in the Securitization Servicing Agreement)), and (ii) the Servicer will be required to consult with each Non‑Controlling Noteholder on a strictly non‑binding basis, to the extent having received such notices, information and reports, each Non‑Controlling Noteholder requests consultation with respect to any such Major Decisions or the implementation of any recommended actions outlined in an Asset Status Report, and consider alternative actions recommended by each Non‑Controlling Noteholder; provided that after the expiration of a period of ten (10) Business Days from the delivery to a Non‑Controlling Noteholder by the Servicer of written notice of a proposed action, together with copies of the notice, information and reports, the Servicer shall no longer be obligated to consult with such Non‑Controlling Noteholder, whether or not such Non‑Controlling Noteholder has responded within such ten (10) Business Day period (unless, the Servicer proposes a new course of action that is materially different from the action previously proposed, in which case such ten (10) Business Day period shall be deemed to being anew from the date of such proposal and delivery of all information relating thereto).
In addition to the consultation rights of the Non-Controlling Noteholders provided in the immediately preceding paragraph, the Non-Controlling Noteholders shall have the right to attend annual meetings (either telephonically or in person, in the discretion of the Servicer) with the Lead Securitization Noteholder (or the Servicer acting on its behalf) at the offices of the Servicer, upon reasonable notice and at times reasonably acceptable to the Servicer, during which servicing issues related to the Mortgage Loan are discussed.
The Controlling Noteholder shall be entitled to avoid (or terminate) a Control Appraisal Period caused by application of an Appraisal Reduction Amount upon satisfaction of the following (which must be completed within thirty (30) days of the Servicer’s receipt of any third party Appraisal (or update thereof) that indicates such Control Appraisal Period has occurred (which Appraisal the Servicer will be required to deliver to the Controlling Noteholder within two (2) Business Days of receipt by the Servicer of such third party Appraisal, together with the Servicer’s calculation of the Appraisal Reduction Amount applicable to Note B)): (i) such Controlling Noteholder shall have delivered as a supplement to the appraised value of the Mortgaged Property, in the amount specified in clause (ii) below, to the Servicer, together with documentation acceptable to the Servicer in accordance with the Servicing Standard to create and perfect a first priority security interest in favor of the Senior Noteholders (or the Servicer on their behalf) in such collateral (a) cash collateral for the benefit of, and acceptable to, the Senior Noteholders (or the Servicer on their behalf) or (b) an unconditional and irrevocable standby letter of credit with the Senior Noteholders (or the Servicer on their behalf) as the beneficiary, issued by a bank or other financial institutions the long term unsecured debt obligations of which are rated at least “A” by S&P, “A” by Fitch (if rated by Fitch) and “A2” by Moody’s or the short term obligations of which are rated at least “A‑1+” by S&P, “F‑1” by Fitch and “P‑1” by Moody’s (either (a) or (b), the “Threshold Event Collateral”), and (ii) the Threshold Event Collateral shall be in an amount which would cause the applicable Control Appraisal Period not to occur pursuant to the definition of “Control Appraisal Period”. If the requirements of this paragraph are satisfied by the Controlling Noteholder (a “Threshold Event Cure”), no Control Appraisal Period caused by application of an Appraisal Reduction Amount shall be deemed to have occurred. If a letter of credit is furnished as Threshold Event Collateral, the Controlling Noteholder shall renew such letter of credit not later than thirty (30) days prior to expiration thereof or to replace such letter of credit with a substitute letter of credit or other Threshold Event Collateral with an expiration date that is greater than forty‑five (45) days from the date of substitution; provided, that, if a letter of credit is not renewed prior to thirty (30) days prior to the expiration date of such letter of credit, the letter of credit shall provide that the Senior Noteholders (or the Servicer on their behalf) may (and at the direction of the Controlling Noteholder, shall) draw upon such letter of credit and hold the proceeds thereof as Threshold Event Collateral. If a letter of credit is furnished as Threshold Event Collateral, the Controlling Noteholder shall be required to replace such letter of credit with other Threshold Event Collateral within thirty (30) days if the credit ratings of the issuing entity are downgraded below the required ratings; provided, that, if such Threshold Event Collateral is not so replaced, the Senior Noteholders (or the Servicer on their behalf) shall draw upon such letter of credit and hold the proceeds thereof as Threshold Event Collateral. The Threshold Event Cure shall continue until (i) the Threshold Event Collateral would not be sufficient to prevent a Control Appraisal Period from occurring pursuant to the definition of “Control Appraisal Period”; or (ii) the occurrence of a Final Recovery Determination. If the appraised value of the Mortgaged Property, upon any redetermination thereof, is sufficient to avoid the occurrence of a Control Appraisal Period without taking into consideration any, or some portion of, Threshold Event Collateral previously delivered by the Controlling Noteholder, any or such portion of Threshold Event Collateral held by the Servicer shall promptly be returned to such Controlling Noteholder (at its sole expense). Upon a Final Recovery Determination with respect to the Mortgage Loan, such Threshold Event Collateral shall be available to reimburse each Noteholder for any Realized Principal Loss pursuant to Section 3 or 4, as applicable, with respect to the Mortgage Loan after application of the net proceeds of liquidation, not in excess of the Principal Balance of the Mortgage Loan, plus accrued and unpaid interest thereon at the applicable interest rate and all other Additional Servicing Expenses reimbursable under this Agreement and under the Servicing Agreement. Any Threshold Event Collateral shall be treated as an “outside reserve fund” for purposes of the REMIC Provisions and such property (and the right to reimbursement of any amounts with respect thereto from a REMIC) shall be beneficially owned by the posting Noteholder who shall be taxed on all income with respect thereto. The entire amount of Threshold Event Collateral, without a haircut or other reduction, shall be considered in determining the sufficiency of such Threshold Event Collateral to avoid a Control Appraisal Period.
The Note B Holder acknowledges that, subject to the terms and conditions hereof and the obligation of the Lead Securitization Noteholder (including any Servicer) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Noteholder (including any Servicer) may exercise, or omit to exercise, any rights that the Lead Securitization Noteholder may have under this Agreement the Servicing Agreement in a manner that may be adverse to the interests of the Note B Holder and that the Lead Securitization Noteholder (including any Servicer) shall have no liability whatsoever to the Note B Holder in connection with the Lead Securitization Noteholder’s exercise of rights or any omission by the Lead Securitization Noteholder to exercise such rights other than as described above; provided, that the Servicer must in all events act in accordance with the Servicing Standard and otherwise comply with the terms of this Agreement.
The Note B Holder acknowledges that, subject to the terms and conditions hereof, each Senior Noteholder (other than the Lead Securitization Noteholder) and any Non‑Lead Servicer may exercise, or omit to exercise, any rights that it may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of the Note B Holder and that any such party shall have no liability whatsoever to the Note B Holder in connection with its exercise of rights or its omission to exercise such rights other than as described above; provided, that a Non‑Lead Servicer must act in accordance with the servicing standard under the related Non‑Lead Securitization Servicing Agreement.
Each Senior Noteholder acknowledges that, subject to the terms and conditions hereof, the Note B Holder may exercise, or omit to exercise, any rights that such Holder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of such Senior Noteholder and that the Note B Holder shall have no liability whatsoever to such Senior Noteholder in connection with such Note B Holder’s exercise of rights or any omission by such Note B Holder to exercise such rights; provided, that the Note B Holder shall not be protected against any liability to a Senior Noteholder that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence.
The Note B Holder represents, and specifically understands and agrees, that it is acquiring its Note for its own account in the ordinary course of its business and that each Senior Noteholder shall otherwise have no liability or responsibility to the Note B Holder except as expressly provided herein or for actions that are taken or omitted to be taken by any Senior Noteholder that constitute gross negligence or willful misconduct or that constitute a breach of this Agreement. The Note B Holder represents and warrants that the execution, delivery and performance of this Agreement is within its corporate powers, has been duly authorized by all necessary corporate action, and does not contravene its charter or any law or contractual restriction binding upon such Holder, and that this Agreement is the legal, valid and binding obligation of such Holder enforceable against such Holder in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium 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 except that the enforcement of rights with respect to indemnification and contribution obligations may be limited by applicable law. The Note B Holder represents and warrants that it is duly organized, validly existing, in good standing and possesses of all licenses and authorizations necessary to carry on its business. The Note B Holder represents and warrants that (a) this Agreement has been duly executed and delivered by such Holder, (b) to such Holder’s actual knowledge, all consents, approvals, authorizations, orders or filings of or with any court or governmental agency or body, if any, required for the execution, delivery and performance of this Agreement by such Holder have been obtained or made and (c) to such Holder’s actual knowledge, there is no pending action, suit or proceeding, arbitration or governmental investigation against such Holder, an adverse outcome of which would materially and adversely affect its performance under this Agreement. The Note B Holder acknowledges that the Senior Noteholders do not owe the Note B Holder any fiduciary duty with respect to any action taken under the Mortgage Loan Documents and, except as provided herein, need not consult with the Note B Holder with respect to any action taken by a Senior Noteholder in connection with the Mortgage Loan. The Note B Holder expressly and irrevocably waives for itself and any Person claiming through or under such Holder any and all rights that it may have under Section 1315 of the New York Real Property Actions and Proceedings Law or the provisions of any similar law which purports to give a junior noteholder, mortgagee or loan participant the right to initiate any loan enforcement or foreclosure proceedings.
Each of the Senior Noteholders represents and warrants that the execution, delivery and performance of this Agreement is within its corporate powers, has been duly authorized by all necessary corporate action, and does not contravene such Noteholder’s charter or any law or contractual restriction binding upon such Noteholder, and that this Agreement is the legal, valid and binding obligation of such Noteholder enforceable against it in accordance with its terms. Each of the Senior Noteholders represents and warrants that it is duly organized, validly existing, in good standing and possession of all licenses and authorizations necessary to carry on its respective business. Each of the Senior Noteholders represents and warrants that (a) this Agreement has been duly executed and delivered by such Noteholder, (b) to its actual knowledge, all consents, approvals, authorizations, orders or filings of or with any court or governmental agency or body, if any, required for the execution, delivery and performance of this Agreement by such Noteholder have been obtained or made and (c) to such Noteholder’s actual knowledge, there is no pending action, suit or proceeding, arbitration or governmental investigation against it, an adverse outcome of which would materially and adversely affect its performance under this Agreement.
The Note B Holder acknowledges that it has, independently and without reliance upon any Senior Noteholder, except with respect to the representations and warranties provided by the Senior Noteholders herein, and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to purchase Note B, and the Note B Holder accepts responsibility therefor. The Note B Holder hereby acknowledges that, other than the representations and warranties provided herein, the Senior Noteholders have made no representations or warranties with respect to the Mortgage Loan and that the Senior Noteholders shall have no responsibility for (i) the collectibility of the Mortgage Loan, (ii) the validity, enforceability or legal effect of any of the Mortgage Loan Documents or the title insurance policy or policies or any survey furnished or to be furnished to the Senior Noteholders in connection with the origination of the Mortgage Loan, (iii) the validity, sufficiency or effectiveness of the lien created or to be created by the Mortgage Loan Documents, or (iv) the financial condition of the Mortgage Loan Borrower. Each Noteholder assumes all risk of loss in connection with its Note except as specifically set forth herein.
Nothing contained in this Agreement, and no action taken pursuant hereto shall be deemed to constitute the relationship created hereby among any of the Noteholders as a partnership, association, joint venture or other entity. No Noteholder shall have any obligation whatsoever to offer any other Noteholder the opportunity to purchase an interest in any future loans originated by such Noteholder or its Affiliates and if any Noteholder chooses to offer to any other Noteholder the opportunity to purchase an interest in any future loans originated by such Noteholder or its Affiliates, such offer shall be at such purchase price and interest rate as such Noteholder chooses, in its sole and absolute discretion. No Noteholder shall have any obligation whatsoever to purchase from any other Noteholder any interest in any future loans originated by such Noteholder or its Affiliates.
All notices and reports (including, without limitation, Asset Status Reports) required to be delivered hereunder by the Lead Securitization Noteholder (or the Servicer on its behalf) to the Controlling Noteholder (or its Controlling Noteholder Representative), or by the Controlling Noteholder (or its Controlling Noteholder Representative) to the Lead Securitization Noteholder (or the Servicer on its behalf), shall also be delivered by the applicable party to each Non‑Lead Securitization Noteholder and, at any time that the Note B Holder is not the Controlling Holder, to the Note B Holder.
The Agent may resign at any time upon notice, so long as a successor Agent, reasonably satisfactory to the Noteholders, has agreed to be bound by this Agreement and perform the duties of the Agent hereunder. The Initial Agent, may transfer its rights and obligations to the Master Servicer, as successor Agent, at any time without the consent of any Noteholder. The Initial Agent, shall promptly and diligently attempt to cause the Master Servicer to act as successor Agent, and, if the Master Servicer declines to act in such capacity, shall promptly and diligently attempt to cause a similar servicer to act as successor Agent. The termination or resignation of the Master Servicer, as Master Servicer under the Servicing Agreement, shall be deemed a termination or resignation of the Master Servicer as Agent under this Agreement.
Pursuant to this Section 38, 3650 REIT 2 LLC confirms the continuing applicability of this Agreement to the Replacement Notes following the amendment of the Original Note A-4. Further, 3650 REIT 2 LLC certifies as to each of the following: (i) the aggregate principal balance of the Replacement Notes following the creation thereof is no greater than the principal balance of the Original Note A-4 immediately prior to the creation of the Replacement Notes, (ii) the Replacement Notes are pari passu with each other, (iii) the weighted average interest rate of the Replacement Notes following the creation thereof is the same as the interest rate of the Original Note A-4 immediately prior to the creation of the Replacement Notes, and (iv) the resizing of the Original Note A-4 into the Replacement Notes shall not (a) change the interest allocable to, or the amount of any payments due to, the Note B Holder, or priority of such payments, or (b) materially increase the Note B Holder’s obligations or materially decrease the Note B Holder’s rights, remedies or protections.
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IN WITNESS WHEREOF, the Noteholders have caused this Agreement to be duly executed as of the day and year first above written.
CW CAPITAL ASSET MANAGEMENT, AS SPECIAL SERVICER ON BEHALF OF WILMINGTON TRUST, NATIONAL ASSOCIATION, AS TRUSTEE FOR THE BENEFIT OF THE REGISTERED HOLDERS OF WELLS FARGO COMMERCIAL MORTGAGE TRUST 2021-C61, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2021-C61, as Note A‑1 Holder
By: /s/ Ariel Levin
Name: Ariel Levin
Title: Vice President
RIALTO CAPITAL ADVISORS, AS, SPECIAL SERVICER ON BEHALF OF WILMINGTON TRUST, NATIONAL ASSOCIATION, AS TRUSTEE FOR THE BENEFIT OF THE REGISTERED HOLDERS OF BBCMS MORTGAGE TRUST 2022‑C15, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2022‑C15, as Note A-2 Holder
By: /s/ Niral Shah
Name: Niral Shah
Title: Managing Director
CW CAPITAL ASSET MANAGEMENT, AS SPECIAL SERVICER ON BEHALF OF WILMINGTON TRUST, NATIONAL ASSOCIATION, AS TRUSTEE FOR THE BENEFIT OF THE REGISTERED HOLDERS OF BMO 2022-C1 MORTGAGE TRUST, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2022-C1, as Note A-3 Holder
By: /s/ Ariel Levin
Name: Ariel Levin
Title: Vice President
3650 REIT LOAN SERVICING, AS SPECIAL SERVICER ON BEHALF OF COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, AS TRUSTEE FOR THE BENEFIT OF THE REGISTERED HOLDERS OF 3650R 2022-PF2 COMMERCIAL MORTGAGE TRUST, COMMERCIAL MORTGAGE PASSTHROUGH CERTIFICATES, SERIES 2022-PF2, as Note A-4-A Holder
By: /s/ Peter LaPointe
Name: Peter LaPointe
Title: Duly Authorized
3650 REIT LOAN SERVICING, AS SPECIAL SERVICER ON BEHALF OF COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, AS TRUSTEE FOR THE BENEFIT OF THE REGISTERED HOLDERS OF BENCHMARK 2023-V2 MORTGAGE TRUST, COMMERCIAL MORTGAGE PASSTHROUGH CERTIFICATES, SERIES 2023-V2, as Note A-4-B Holder
By: /s/ Peter LaPointe
Name: Peter LaPointe
Title: Duly Authorized
3650 CAL BRIDGE RENO LLC, as Note B Holder
By: /s/ Jonathan Roth
Name: Jonathan Roth
Title: President
EXHIBIT A
MORTGAGE LOAN SCHEDULE
A. Description of Mortgage Loan:
Mortgage Loan Agreement: |
Loan Agreement, dated as of November 5, 2021 between Wells, Barclays, BMO and 3650 REIT 2 LLC, collectively, as lender (together with their respective successors and assigns “Lender”), the borrowers identified below (each, a “Borrower” and collectively and together with permitted successors and assigns, the “Borrowers”), as borrower. |
Borrower: |
Meadowood Mall SPE, LLC |
Date of the Mortgage Loan: |
November 5, 2021 |
Date of each Senior Note: |
November 5, 2021 (or November 11, 2022, in the case of Note A-4-A and Note A-4-B) |
Date of Note B: |
November 5, 2021 |
Original Principal Amount of Mortgage Loan: |
$108,000,000 |
Location of Mortgaged Property: |
225 W. Washington Street, Indianapolis, Indiana 46204 |
Maturity Date: |
December 1, 2026 |
B. Description of Note Interests:
Note A‑1 Original Principal Balance: |
$19,000,000 |
|
Note A‑2 Original Principal Balance: |
$18,000,000 |
|
Note A‑3 Original Principal Balance: |
$18,000,000 |
|
Note A‑4-A Original Principal Balance: |
$12,500,000 |
|
Note A‑4-B Original Principal Balance: |
$12,500,000 |
|
Note B Original Principal Balance: |
$28,000,000 |
|
Note A Rate: |
3.93% |
|
Note B Rate: |
10.75% |
|
EXHIBIT B
Note A‑1 Holder:
Wells Fargo
Bank, National Association, as master servicer on behalf of Wilmington Trust,
National Association, as trustee for the benefit of the registered holders of
the Wells Fargo Commercial Mortgage Trust 2021-C61, Commercial Mortgage
Pass-Through Certificates Series 2021-C61
Commercial Mortgage Servicing
550 S. Tryon Street
MAC D1086-23A
23rd Floor
Charlotte, North Carolina 28202
Attention: WFCM 2021-C61 Asset Manager
Email: commercial.servicing@wellsfargo.com
with a copy to:
K&L Gates
LLP
300 South Tryon Street, Suite 1000
Charlotte, North Carolina 28202
Attention: Stacy G. Ackermann
Fax Number: (704) 353-3190
Note A‑2 Holder:
Midland Loan Services, a
Division of PNC Bank, National Association, as master
servicer on behalf of Wilmington Trust, National Association, as trustee for
the benefit of the registered holders of BBCMS Mortgage Trust 2022-C15,
Commercial Mortgage Pass-Through Certificates Series 2022-C15
10851 Mastin Street, Suite 700
Overland Park, Kansas 66210
Attention: Executive Vice President – Division Head
Fax Number: (888) 706-3565
with a copy to:
Stinson LLP
1201 Walnut Street
Suite 2900
Kansas City, Missouri 64106 2150
Attention: Kenda K. Tomes
Email: kenda.tomes@stinson.com
Fax Number: (816)-412-9338
Note A‑3 Holder:
KeyBank National
Association, as master servicer on behalf of
Wilmington Trust, National Association, as trustee for the benefit of the
registered holders of BMO 2022-C1 Mortgage Trust, Commercial Mortgage
Pass-Through Certificates Series 2022-C1
KeyBank National Association
11501 Outlook Street, Suite 300
Overland Park, Kansas 66211
Attention: Michael A. Tilden
Email: michael_a_tilden@keybank.com
Fax Number: (877) 379-1625
with a copy to:
Polsinelli
900 West 48th Place, Suite 900
Kansas City, Missouri 64112
Attention: Kraig Kohring
Email: kkohring@polsinelli.com
Fax Number: (816) 753-1536
Note A‑4-A Holder:
Midland Loan Services, a Division of PNC Bank, National Association, as master servicer on behalf of Computershare Trust Company, National Association, as trustee for the benefit of the registered holders of 3650R 2022-PF2 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2022-PF2
Midland Loan Services, a Division of PNC Bank, National Association
10851 Mastin Street, Street, Suite 700
Overland Park, Kansas 66210
Attention: Executive Vice President – Division Head
Fax number: 1-888-706-3565
E-mail: NoticeAdmin@midlandls.com
with a copy to:
Stinson LLP
1201 Walnut Street, Suite 2900
Kansas City, Missouri 64106-2150
Fax number: (816) 412-9338
Attention: Kenda K. Tomes
E-mail: kenda.tomes@stinson.com
Note A‑4-B Holder:
Midland Loan Services, a Division of PNC Bank, National Association, as master servicer on behalf of Computershare Trust Company, National Association, as trustee for the benefit of the registered holders of Benchmark 2023-V2 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2023-V2
Midland Loan Services, a
Division of PNC Bank, National Association
10851 Mastin Street, Suite 700
Overland Park, Kansas 66210
Attention: Executive Vice President – Division Head
Fax number: 1-888-706-3565
with a copy to:
Stinson LLP
1201 Walnut Street, Suite 2900
Kansas City, Missouri 64106-2150
Attention: Kenda K. Tomes
Fax number: (816) 412-9338
Initial Note B Holder:
3650 Cal Bridge Reno LLC
2977 McFarlane Road
Suite 300
Miami, Florida 33133
Attention: Legal Department
Email: compliance@3650REIT.com
EXHIBIT
C
PERMITTED FUND MANAGERS
1. Westbrook Partners
2. iStar Financial Inc.
3. Capital Trust
4. Archon Capital, L.P.
5. Whitehall Street Real Estate Fund, L.P.
6. The Blackstone Group
7. Normandy Real Estate Partners
8. Dune Real Estate Partners
9. AllianceBernstein
10. Rockwood
11. RREEF Funds
12. Hudson Advisors
13. Artemis Real Estate Partners
14. Apollo Real Estate Advisors
15. Colony Capital, Inc.
16. Praedium Group
17. Fortress Investment Group, LLC
18. Lonestar Opportunity Funds
19. Clarion Partners
20. Walton Street Capital, LLC
21. Starwood Financial Trust
22. BlackRock, Inc.
23. Eightfold Real Estate Capital, L.P.
24. KKR Real Estate Manager Finance LLC
25. Rialto Capital Management, LLC
26. Rialto Capital Advisors, LLC
27. 3650 REIT Investment Management LLC