CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC - FORM 8-K - EX-10.3

Attached files

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8-K - CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC	q1100310_8k-ubsciti.htm
EX-1 - CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC	q1100310_ex1.htm
EX-10.1 - CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC	q1100310_ex10-1.htm
EX-10.2 - CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC	q1100310_ex10-2.htm

EXECUTION COPY

WELLS FARGO BANK,

NATIONAL ASSOCIATION,

Master Servicer

and

MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION,

Primary Servicer

PRIMARY SERVICING AGREEMENT

Dated as of December 1, 2011

UBS-Citigroup Commercial Mortgage Trust 2011-C1

Commercial Mortgage Pass-Through Certificates

Series 2011-C1

TABLE OF CONTENTS

Page

ARTICLE I

DEFINITIONS

Section 1.01

Defined Terms

ARTICLE II

MASTER SERVICER’S ENGAGEMENT OF PRIMARY SERVICER TO PERFORM SERVICING RESPONSIBILITIES

Section 2.01

Contract for Servicing; Possession of Loan Documents

Section 2.02

Notice of Breach of Representations and Warranties

ARTICLE III

SERVICING OF THE MORTGAGE LOANS

Section 3.01

Primary Servicer to Service

Section 3.02

Merger or Consolidation of the Primary Servicer

Section 3.03

Limitation on Liability of the Primary Servicer and Others

Section 3.04

Primary Servicer Not to Resign

Section 3.05

No Transfer or Assignment of Servicing

Section 3.06

Indemnification

ARTICLE IV

DEFAULT

Section 4.01

Events of Default

Section 4.02

Waiver of Defaults

Section 4.03

Other Remedies of Master Servicer

ARTICLE V

TERMINATION

Section 5.01

Termination

Section 5.02

Termination With Cause

Section 5.03

Termination of Duties with Respect to Specially Serviced Loans

ARTICLE VI

MISCELLANEOUS

Section 6.01

Successor to the Primary Servicer

Section 6.02

Financial Statements

Section 6.03

Closing

Section 6.04

Closing Documents

Section 6.05

Notices

Section 6.06

Consistency with Pooling and Servicing Agreement; Severability Clause

Section 6.07

Counterparts

TABLE OF CONTENTS

(continued)

Page

Section 6.08

Governing Law

Section 6.09

Protection of Confidential Information

Section 6.10

Intention of the Parties

Section 6.11

Third Party Beneficiary

Section 6.12

Successors and Assigns; Assignment of Agreement

Section 6.13

Waivers

Section 6.14

Exhibits

Section 6.15

General Interpretive Principles

Section 6.16

Complete Agreement

Section 6.17

Further Agreement

Section 6.18

Amendments

Section 6.19

No Partnership

EXHIBIT A	MORTGAGE LOAN SCHEDULE	A-1
EXHIBIT B	PRIMARY SERVICER’S OFFICER’S CERTIFICATE	B-1
EXHIBIT 5	EXHIBIT TO PRIMARY SERVICER’S OFFICER’S CERTIFICATE	5-1
EXHIBIT C	POOLING AND SERVICING AGREEMENT	C-1
EXHIBIT D	RESERVED
EXHIBIT E	QUARTERLY SERVICING CERTIFICATION	E-1
EXHIBIT F	FORM OF ACCOUNT CERTIFICATION	F-1
EXHIBIT G	FORM OF COLLECTION REPORT	G-1
EXHIBIT H	FORM OF CERTIFICATE OF INSURANCE	H-1
EXHIBIT I	RESERVED
EXHIBIT J	MONTHLY SERVICING ACCOUNTS CERTIFICATION	J-1

This is a Primary Servicing Agreement (the “Agreement”), dated as of December 1, 2011, by and between MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION, having an office at 10851 Mastin Street, Suite 700, Overland Park, Kansas 66210, and its successors and assigns (the “Primary Servicer”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, having an office at MAC D1086, 550 South Tryon Street, 14th Floor, Charlotte, North Carolina 28202, and its successors and assigns (the “Master Servicer”).

WITNESSETH:

WHEREAS, Citigroup Commercial Mortgage Securities Inc., as depositor (the “Depositor”), Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), Deutsche Bank Trust Company Americas, as trustee, as certificate administrator, as paying agent and as custodian (the “Trustee”), Trimont Real Estate Advisors, Inc., as operating advisor, and the Master Servicer have entered into that certain Pooling and Servicing Agreement dated as of December 1, 2011, as amended, modified and restated from time to time (the “Pooling and Servicing Agreement”), whereby the Master Servicer shall service certain mortgage loans on behalf of the Trustee;

WHEREAS, Section 3.01(c) of the Pooling and Servicing Agreement authorizes the Master Servicer to enter into this agreement with the Primary Servicer whereby the Primary Servicer shall service certain of such mortgage loans listed on Exhibit A (the “Mortgage Loan Schedule”) attached hereto (the “Mortgage Loans”) on behalf of the Master Servicer.

NOW, THEREFORE, in consideration of the mutual agreements hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Master Servicer and the Primary Servicer hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01 Defined Terms.

Unless otherwise specified in this Agreement, all capitalized terms not otherwise defined herein shall have the meanings set forth in the Pooling and Servicing Agreement. As used herein and in the Incorporated Sections, the following terms have the meanings assigned to them in this Section 1.01:

“Collection Report” shall mean the monthly report prepared by the Primary Servicer setting forth, with respect to each Mortgage Loan and the most recently ended Collection Period prior to the due date of such report, the information described on Exhibit G attached hereto.

“Incorporated Sections” shall have the meaning specified in Section 3.01(b) of this Agreement.

“Mortgage Loans” shall have the meaning specified in the recitals hereto.

“Mortgage Loan Schedule” shall have the meaning specified in the recitals hereto.

“Primary Servicer Collection Account” shall have the meaning set forth in Section 3.01(c)(9) of this Agreement.

“Primary Servicer Remittance Amount” shall mean, with respect to any date, an amount equal to, without duplication, (a) the sum of (i) the aggregate of the amounts on deposit in the Primary Servicer Collection Account as of such date, (ii) if and to the extent not included in the amount referred to in subclause (a)(i), the aggregate amount transferred from the REO Account (if established) to the Primary Servicer as of such date, to the extent not previously remitted to the Master Servicer, (iii) the aggregate of all other amounts received with respect to the Mortgage Loans as of such date to the extent not previously remitted to the Master Servicer, and (iv) if and to the extent not previously remitted to the Master Servicer, any amounts deposited by the Primary Servicer pursuant to Section 3.01(c)(26) of this Agreement; net of (b) the portion of the amount described in subclause (a) of this definition that represents one or more of the following: (i) Escrow Payments or (ii) any amounts that the Primary Servicer is entitled to retain as compensation pursuant to Section 3.12 of the Pooling and Servicing Agreement as incorporated herein pursuant to Section 3.01(c)(19) of this Agreement.

“Primary Servicer Remittance Date” shall mean the first Business Day after each Determination Date.

“Primary Servicer Reporting Date” shall mean the first Business Day after each Determination Date.

“Primary Servicing Fee” shall mean, with respect to each Mortgage Loan and REO Loan, the fee payable to the Primary Servicer pursuant to Section 3.01(c)(19) of this Agreement.

“Primary Servicing Fee Rate” shall mean, with respect to each Mortgage Loan, the rate that corresponds to such Mortgage Loan set forth on Exhibit A hereto under the heading “Primary Servicing Fee.”

“References Modification” shall have the meaning specified in Section 3.01(b) of this Agreement.

“UBS” shall mean UBS Real Estate Securities Inc. and its successors in interest.

ARTICLE II

MASTER SERVICER’S ENGAGEMENT OF PRIMARY SERVICER

TO PERFORM SERVICING RESPONSIBILITIES

Section 2.01 Contract for Servicing; Possession of Loan Documents.

The Master Servicer, by execution and delivery of this Agreement, does hereby contract with the Primary Servicer, subject to the terms of this Agreement, for the servicing of the Mortgage Loans. On and after the Closing Date, the Primary Servicer shall hold any portion of the Servicing File or the Mortgage File (including without limitation, any original letter of credit)

in the possession of the Primary Servicer in trust by the Primary Servicer, on behalf of the Master Servicer for the benefit of the Certificateholders. The Primary Servicer’s possession of any portion of the Servicing File or the Mortgage File shall be in a custodial capacity only for the sole purpose of facilitating the servicing or the supervision of servicing of the related Mortgage Loan pursuant to this Agreement. Any portion of the Servicing File or the Mortgage File retained by the Primary Servicer shall be identified in accordance with its customary procedures by assigning a loan number that will reflect the ownership of the related Mortgage Loan by the Trustee. The Primary Servicer shall release from its custody any portion of the Servicing File or the Mortgage File retained or held by it only in accordance with this Agreement and, to the extent incorporated herein, the Pooling and Servicing Agreement. Within 20 days following the Closing Date the Primary Servicer shall provide to the Master Servicer a certification executed by a duly authorized officer of the Primary Servicer, certifying to the Master Servicer as to the original letters of credit held by the Primary Servicer and identifying the letters of credit, the amounts of the letters of credit and the Mortgage Loans to which they relate. The Primary Servicer shall hold the original of each letter of credit relating to a Mortgage Loan in trust on behalf of the Trust in order to draw on such letter of credit on behalf of the Trust. The Primary Servicer shall forward a copy of each letter of credit to the Master Servicer. During the term of this Agreement, the Primary Servicer will also provide to the Master Servicer a copy of any lease, amendments to Mortgage Loan documents and other documents related to the Mortgaged Property securing the related Mortgage Loan or related to the Mortgage Loan as soon as possible after receipt or execution thereof, as applicable. References in this Section 2.01 to the Primary Servicer possessing the Mortgage File are not intended to imply that the Primary Servicer is the primary custodian of the Mortgage File, but rather such references are contained in this Section 2.01 solely because the Primary Servicer may from time to time, have possession of one or more documents in the Mortgage File in connection with certain servicing duties but shall return or forward the original of such documents upon receipt to the Master Servicer and shall maintain a copy of such document as necessary for servicing the Mortgage Loan.

Section 2.02 Notice of Breach of Representations and Warranties.

Following its receipt from the Depositor, the Master Servicer shall provide a copy of the UBS Purchase Agreement to the Primary Servicer. The Primary Servicer shall promptly notify in writing the Master Servicer upon becoming aware of any breach of any representations and warranties contained in the UBS Purchase Agreement or a document defect that could give rise to a cure or repurchase obligation. The Primary Servicer shall cooperate with the master servicer in pursuing its obligations to make a repurchase claim against the related Mortgage Loan Seller. The Primary Servicer shall notify the Master Servicer in writing within five (5) Business Days after the Primary Servicer discovers or receives notice alleging a Defect or a Breach or receives a Repurchase Communication of a Repurchase Request or a Repurchase Request Withdrawal. Within five (5) Business Days after receipt, the Primary Servicer shall provide to the Master Servicer a copy of any written Repurchase Request received by the Primary Servicer and thereafter shall promptly provide to the Master Servicer such other information in the possession of the Primary Servicer reasonably requested by the Master Servicer to fulfill its obligations under Section 2.03(d) of the Pooling and Servicing Agreement.

ARTICLE III

SERVICING OF THE MORTGAGE LOANS

Section 3.01 Primary Servicer to Service.

(a) The Primary Servicer, as an independent contractor, shall service and administer the Mortgage Loans pursuant to this Agreement in a manner consistent with the Servicing Standard under the Pooling and Servicing Agreement.

(b) The Primary Servicer shall perform, on behalf of the Master Servicer, all of the obligations of the Master Servicer (with respect to the Mortgage Loans subject to this Agreement) as set forth in those sections of the Pooling and Servicing Agreement specifically incorporated herein pursuant to Section 3.01(c) of this Agreement (the “Incorporated Sections”), as modified by Section 3.01(c) of this Agreement, and the Master Servicer shall have the same rights with respect to the Primary Servicer that the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Initial Purchasers, the Directing Holder, the Controlling Class Representative, the Operating Advisor, the Rating Agencies and the Certificateholders (including, without limitation, the right of the Special Servicer to direct the Master Servicer during certain periods (other than any period during which the Primary Servicer is the Special Servicer solely with respect to matters on which the Primary Servicer can deal directly with the Special Servicer as provided in Section 3.01(c)(16) & (32) of this Agreement)) have with respect to the Master Servicer under the Pooling and Servicing Agreement to the extent that the Primary Servicer is acting on behalf of the Master Servicer hereunder and except as otherwise set forth herein. Without limiting the foregoing, and subject to Section 3.23 of the Pooling and Servicing Agreement as modified herein, the Primary Servicer shall service and administer all of the Mortgage Loans that are not Specially Serviced Loans; provided, however, that the Primary Servicer shall continue to receive payments (and provide notice to the Master Servicer of such payments), collect information and prepare and deliver reports to the Master Servicer required hereunder with respect to any Specially Serviced Loans and REO Properties (and the related REO Loans), and render such incidental services with respect to any Specially Serviced Loans and REO Properties as and to the extent as may be specifically provided for herein with respect to any Specially Serviced Loans and REO Properties (and the related REO Loans) as are specifically provided for under Section 3.01(c) of this Agreement; provided, further, however, that if the Special Servicer is not, and is not an Affiliate of, the Primary Servicer, the Primary Servicer shall not be liable for its failure to comply with such duties insofar as such failure results from a failure by the Special Servicer to provide sufficient information to the Primary Servicer to comply with such duties or the failure by the Special Servicer to otherwise comply with its obligations under the Pooling and Servicing Agreement. All references herein to the respective duties of the Primary Servicer and the Special Servicer, and to the areas in which they may exercise discretion, shall be subject to Section 3.23 of the Pooling and Servicing Agreement, as modified herein, and to the Special Servicer’s rights to service Specially Serviced Loans. Except as otherwise set forth below, for purposes of this Agreement, (i) references to the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Special Servicer (other than with respect to matters on which the Primary Servicer can deal directly with the Special Servicer as provided in Section 3.01(c)(16) & (32) of this Agreement and solely during any period in which the Primary Servicer is the Special Servicer), the Initial Purchasers, the Directing

Holder, the Controlling Class Representative, the Operating Advisor, the Rating Agencies, the 17g-5 Information Provider, and the Certificateholders in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Master Servicer hereunder, (ii) references to the Master Servicer in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Primary Servicer hereunder, and (iii) references to the Mortgage Loans, as defined in the Pooling and Servicing Agreement, in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Mortgage Loans in this Agreement (such modification of the Incorporated Sections (and in the defined terms used therein) pursuant to clauses (i), (ii) and (iii) of this sentence shall be referred to herein as the “References Modification”). In each case where the Master Servicer is given any power to act under the provisions of the Incorporated Sections, such power is hereby delegated to the Primary Servicer to the extent necessary to perform its obligations under this Agreement and subject to the restrictions contained in this Agreement. With respect to all servicing responsibilities of the Master Servicer under the Pooling and Servicing Agreement which are not being performed by the Primary Servicer under this Agreement, the Primary Servicer shall reasonably cooperate with the Master Servicer to facilitate the timely performance of such servicing responsibilities.

(c) The following Sections of the Pooling and Servicing Agreement, unless otherwise provided in this Section 3.01(c) of this Agreement, are hereby incorporated herein by reference as if fully set forth herein, and, for purposes of this Agreement, in addition to the References Modification, are hereby further modified as set forth below:

(1) Section 1.02. The determination as to the application of amounts collected in respect of any Mortgage Loan, in the absence of express provisions in the related Loan Documents or to the extent that such terms authorize the lender to use its discretion, shall be made by the Master Servicer.

(2) Section 2.04(a) and (c). The Primary Servicer represents and warrants that it (A) is authorized to transact business in the state or states in which the Mortgaged Properties for the Mortgage Loans are situated, if and to the extent required by applicable law, except where the failure to so comply would not adversely affect the Primary Servicer’s ability to perform its obligations in accordance with the terms of this Agreement and (B) is not a Prohibited Party.

(3) Sections 3.01(a) and (b). Without limiting the generality of the obligations of the Primary Servicer hereunder, the Primary Servicer shall monitor and certify on a quarterly basis, starting with the quarter ending March of 2012, within thirty (30) days of the end of such quarter the information on each Mortgage Loan as required by, and in the form of, Exhibit E attached hereto, pursuant to Section 3.01(c)(21) of this Agreement. In addition, without limiting the generality of the foregoing, the Primary Servicer shall take all necessary action to continue all UCC Financing Statements in favor of the originator of each Mortgage Loan or in favor of any assignee prior to the expiration of such UCC Financing Statements. Notwithstanding the foregoing, the Primary Servicer’s authority with respect to waivers, modifications, prepayments, defeasance and certain other matters is restricted as provided in Section 3.01(c)(16) and (32) of this Agreement and is restricted to the same extent as the Master Servicer’s actions are restricted by Section 6.07 of the Pooling and Servicing Agreement.

(4) Sections 3.01(c) and (d). References to the Master Servicer shall not be deemed to be references to the Primary Servicer for purposes of Sections 3.01(c) and (d) of the Pooling and Servicing Agreement. Each provision of Sections 3.01(c) and (d) of the Pooling and Servicing Agreement shall be enforceable against the Primary Servicer in accordance with the terms thereof. The Primary Servicer may not enter into Sub-Servicing Agreements in connection with the Mortgage Loans without the Master Servicer’s prior written consent (which shall not be unreasonably withheld, conditioned or delayed), but the Primary Servicer may, without consent of the Master Servicer, delegate its duties to agents or Subcontractors so long as the related agreements or arrangements with such agents or Subcontractors are consistent with the provisions of Section 3.01(c) of the Pooling and Servicing Agreement (including, for the avoidance of doubt, that no such agent or Subcontractor is a Prohibited Party at the time the related delegation arrangement is entered into). The Primary Servicer shall not take any action that the Master Servicer would be prohibited from taking under the Pooling and Servicing Agreement. The Primary Servicer may not foreclose any Mortgage or, except as permitted by Section 3.01(c)(16) or (32) of this Agreement, grant any modification, extension, waiver or amendment to any Mortgage Loan.

(5) Section 3.03. The Primary Servicer may not waive late payment charges or Default Interest that the Master Servicer is permitted to waive under Section 3.03(a) of the Pooling and Servicing Agreement without the consent of the Master Servicer. The Primary Servicer shall promptly (but in no event later than thirty (30) days after the related receipt thereof) forward to the Master Servicer a copy of all operating statements, income statements, budgets and rent rolls collected by the Primary Servicer. The Primary Servicer shall promptly notify the Master Servicer of any defaults under the Mortgage Loans, collection issues or customer issues that may result in the related Mortgage Loan becoming a Specially Serviced Loan.

(6) Section 3.04(a). Without limiting the generality of the obligations of the Primary Servicer hereunder, the Primary Servicer shall monitor and certify to the information on each Mortgage Loan with respect to taxes, insurance premiums, assessments, ground rents and other similar items on a quarterly basis starting for the quarter ending in March of 2012, within thirty (30) days of the end of such quarter as required by, and in the form of, Exhibit E attached hereto, pursuant to Section 3.01(c)(21) of this Agreement.

(7) Section 3.04(b). The creation of any Escrow Account shall be evidenced by a certification in the form of Exhibit F attached hereto and a copy of such certification shall be furnished to the Master Servicer on or prior to the Closing Date and thereafter to the Master Servicer upon any transfer of any Escrow Account.

(8) Section 3.04(c). The Primary Servicer shall not be obligated to make any Property Advances, except as described in the following sentence. The Primary Servicer shall give the Master Servicer not less than five (5) Business Days’ notice before the date on which the Master Servicer is required to make any Property Advance with respect to any Mortgage Loan; provided, however, that, with respect to any Property Advance required to be made on an urgent or emergency basis such that the Primary Servicer is unable to provide the Master Servicer with sufficient notice to enable the Master Servicer to make such Property Advance, the Primary Servicer shall make such Property Advance and the Master Servicer shall reimburse the

Primary Servicer for such Property Advance within five (5) Business Days of receipt of written request therefore and interest thereon at the Advance Rate without regard to the Master Servicer’s determination of recoverability. In addition, the Primary Servicer shall provide the Master Servicer with such information in its possession as the Master Servicer may reasonably request to enable the Master Servicer to determine whether a requested Property Advance would constitute a Nonrecoverable Property Advance.

(9) Section 3.05(a). The Primary Servicer shall establish a custodial account (hereinafter the “Primary Servicer Collection Account”), meeting all of the requirements of the Collection Account under the Pooling and Servicing Agreement, and references to the Collection Account shall be references to such Primary Servicer Collection Account. The creation of any Primary Servicer Collection Account shall be evidenced by a certification in the form of Exhibit F attached hereto and a copy of such certification shall be furnished to the Master Servicer on or prior to the Closing Date and thereafter to the Master Servicer upon any transfer of the Primary Servicer Collection Account. Notwithstanding the fourth paragraph of Section 3.05(a) of the Pooling and Servicing Agreement, the Primary Servicer shall deposit into the Primary Servicer Collection Account and include in its Primary Servicer Remittance Amount all Default Interest, any late payment fees, Modification Fees, defeasance fees, Assumption Fees, loan service transaction fees, assumption application fees, consent fees, Prepayment Interest Excess, charges for beneficiary statements or demands, amounts collected for checks returned for insufficient funds and other fees and amounts collected from Borrowers that constitute additional Servicing Compensation and/or additional Special Servicing Compensation (in each case, other than those to which the Primary Servicer is entitled pursuant to Section 3.01(c)(19) of this Agreement). Any amounts of additional Special Servicing Compensation payable to the Special Servicer shall be remitted to the Special Servicer by the Master Servicer. For purposes of the last paragraph of Section 3.05(a) of the Pooling and Servicing Agreement, the Master Servicer shall direct the Special Servicer to make payment of amounts referenced therein directly to the Primary Servicer for deposit in the Primary Servicer Collection Account.

(10) Section 3.05(c) is not incorporated herein. With respect to each Distribution Date, the Primary Servicer shall deliver to the Master Servicer on or before the Primary Servicer Remittance Date the Primary Servicer Remittance Amount as of the related Determination Date. Each remittance required to be made to the Master Servicer on the Primary Servicer Remittance Date shall be made by wire transfer and shall be made by 2:00 p.m. Charlotte, North Carolina time on such date. Each month, by 2:00 p.m. Charlotte, North Carolina time, on the first Business Day after receipt of any Primary Servicer Remittance Amount between the Primary Servicer Remittance Date and the Distribution Date, the Primary Servicer shall forward to the Master Servicer by wire transfer the Primary Servicer Remittance Amount for such date. Each month by 2:00 p.m. Charlotte, North Carolina time, on the first Business Day after receipt of any amounts which constitute delinquent payments on any Mortgage Loan and any Penalty Charges, the Primary Servicer shall forward to the Master Servicer by wire transfer all such amounts collected by the Primary Servicer and not previously remitted to the Master Servicer. Section 3.01(c)(21) of this Agreement sets forth certain reporting requirements with respect to such remittances.

(11) Section 3.06 is not incorporated herein. The Primary Servicer may, from time to time, make withdrawals from the Primary Servicer Collection Account for any of the

following purposes (the order set forth below not constituting an order of priority for such withdrawals):

(i) to remit to the Master Servicer for deposit in the Collection Account the amounts required to be so deposited pursuant to the first paragraph of Section 3.05(b) of the Pooling and Servicing Agreement and Section 3.01(c)(10) of this Agreement;

(ii) to pay itself earned and unpaid Primary Servicing Fees, with respect to the Mortgage Loans and/or any successor REO Loans in respect thereof, the Primary Servicer’s right to payment pursuant to this clause (ii) with respect to any such Mortgage Loan or REO Loans being limited to amounts on deposit in the Primary Servicer Collection Account that are received on or in respect of on such Mortgage Loan or REO Loan, as applicable, that are allocable as recovery of interest thereon;

(iii) to pay itself out of general collections on the Mortgage Loans and REO Properties, with respect to any Mortgage Loan or REO Property any related earned Primary Servicing Fee that remained unpaid in accordance with clause (ii) above following a Final Recovery Determination made with respect to such Mortgage Loan or REO Property and the deposit into the Collection Account of all amounts received in connection therewith;

(iv) to pay itself, as additional servicing compensation in accordance with Section 3.12(a) of the Pooling and Servicing Agreement, interest and investment income earned in respect of amounts held in the Primary Servicer Collection Account as provided in Section 3.01(c)(12) of this Agreement, but only to the extent of the net investment earnings, if any, with respect to the Primary Servicer Collection Account for any Collection Period;

(v) to clear and terminate the Primary Servicer Collection Account at the termination of this Agreement pursuant to Section 9.01 of the Pooling and Servicing Agreement, as modified herein; and

(vi) to remove any amounts deposited in the Primary Servicer Collection Account in error.

The Primary Servicer shall keep and maintain separate accounting records, on a Mortgage Loan by Mortgage Loan basis, reflecting amounts allocable to each Mortgage Loan, and on a property-by-property basis when appropriate, for the purpose of justifying any withdrawal, debit or credit from the Primary Servicer Collection Account. Upon written request, the Primary Servicer shall provide to the Master Servicer such records.

(12) Section 3.07 is not incorporated herein. The Primary Servicer may invest funds in the Primary Servicer Collection Account and/or any Borrower Account maintained by it on the same terms as the Master Servicer may invest funds in the Collection Account, and/or a Borrower Account, and subject to the same rights, restrictions and obligations regarding maturity dates, gains, losses, withdrawals, possession or control of Permitted Investments and Permitted

Investments payable on demand. Without limiting the generality of the foregoing, any investment of funds in the Primary Servicer Collection Account and/or Borrower Account shall be made in the name of the Trustee (in its capacity as such).

(13) Sections 3.08(a) and (c). References to the Collection Account shall be references to the Primary Servicer Collection Account. All insurance policies caused to be maintained by the Primary Servicer hereunder shall also name the Master Servicer as loss payee; in the following form: “Wells Fargo Bank, National Association, as Master Servicer on behalf of Deutsche Bank Trust Company Americas as Trustee for the benefit of the Certificateholders of UBS-Citigroup Commercial Mortgage Trust 2011-C1, Commercial Mortgage Pass-Through Certificates, Series 2011-C1, c/o Midland Loan Services, a Division of PNC Bank, National Association, as Primary Servicer, its successors and assigns “ATIMA”. Within thirty (30) days after the execution date of this agreement, the Primary Servicer shall forward to the Master Servicer a fully completed certificate of insurance in the form of Exhibit H attached hereto. Without limiting the generality of the obligations of the Primary Servicer hereunder, the Primary Servicer shall monitor and certify as to the status of insurance policies relating to the Mortgage Loans on a quarterly basis starting for the quarter ending on March of 2012, within 30 days of the end of such quarter as required by, and in the form of, Exhibit E attached hereto, pursuant to Section 3.01(c)(21) of this Agreement. The Primary Servicer shall promptly notify the Master Servicer of any Mortgaged Property that is not insured against terrorist or other similar acts. The Master Servicer or the Special Servicer shall make all determinations with respect to terrorism insurance matters required to be made under Section 3.08 of the Pooling and Servicing Agreement, and the Primary Servicer shall reasonably cooperate with the Master Servicer in connection therewith.

(14) Section 3.08(b). References to the Collection Account shall be references to the Primary Servicer Collection Account.

(15) Section 3.08 (d). The Primary Servicer shall cause to be delivered to the Master Servicer from time to time upon the Master Servicer’s reasonable request a certificate of insurance or other evidence of such fidelity bond and errors and omissions insurance (or self-insurance). The Primary Servicer shall promptly notify or cause its insurer to notify the Master Servicer of any material change to such fidelity bond or errors and omissions insurance (or self-insurance).

(16) Section 3.09, except that Sections 3.09(d) and (g) are not incorporated herein. (A) For so long as the Primary Servicer is the Special Servicer, and subject to Section 3.01(d) of this Agreement, the Primary Servicer shall perform the obligations of the Master Servicer under such Section 3.09 of the Pooling and Servicing Agreement (including dealing directly with, and obtaining the consent of, the Special Servicer on matters for which the Pooling and Servicing Agreement requires the Master Servicer to deal with, or obtain the consent of, the Special Servicer) without the approval of the Master Servicer, but subject to all requirements and restrictions set forth in Section 3.09 of the Pooling and Servicing Agreement and Section 3.01(d) of this Agreement; provided, however, that the Primary Servicer shall copy the Master Servicer on all correspondence to the Special Servicer and the Borrower regarding such matters and the Primary Servicer shall prepare any package and analysis necessary to obtain any required No Downgrade Confirmation and shall forward such package to the Master Servicer. The Master

Servicer (not the Primary Servicer) will deal with the Rating Agencies to the extent required by Section 3.09 of the Pooling and Servicing Agreement. Section 3.09(d) of the Pooling and Servicing Agreement is not incorporated herein. The Primary Servicer shall promptly provide copies of any waivers, approvals, assumptions, transfers or other actions contemplated by 3.09 (other than defeasance) it effects pursuant to this Section to the Master Servicer and the Master Servicer will provide notice or copies to the 17g-5 Information Provider and Rating Agencies to the extent required by the Pooling and Servicing Agreement. Section 3.09(g) of the Pooling and Servicing Agreement is not incorporated herein. The Primary Servicer shall promptly forward all requests for defeasance to the Master Servicer. The Master Servicer will deal or communicate directly with the Borrower in connection with any defeasance.

(B) Notwithstanding the foregoing, in the event that the Primary Servicer is no longer the Special Servicer, the Primary Servicer will not permit or consent to any assumption, transfer or other action contemplated by Section 3.09 of the Pooling and Servicing Agreement (excluding Section 3.09(g) of the Pooling and Servicing Agreement) without the prior written consent of the Master Servicer, and the provisions of this clause (B) shall apply. With respect to any such proposed action, the Primary Servicer shall perform and forward to the Master Servicer any analysis, recommendation or other information required to be prepared and/or delivered by the Master Servicer under Section 3.09 of the Pooling and Servicing Agreement. The Master Servicer, not the Primary Servicer, will deal directly with the Special Servicer in connection with obtaining any necessary approval or consent from the Special Servicer. If the Master Servicer consents to any such assumption, transfer or other action, the Primary Servicer shall close such transaction. Section 3.09(d) of the Pooling and Servicing Agreement is not incorporated herein. The Primary Servicer shall promptly provide copies of any waivers it effects pursuant to this Section to the Master Servicer and the Master Servicer will provide notice or copies to the 17g-5 Information Provider and Rating Agencies to the extent required by the Pooling and Servicing Agreement. Section 3.09(g) of the Pooling and Servicing Agreement is not incorporated herein. The Primary Servicer shall promptly forward all requests for defeasance to the Master Servicer. The Master Servicer will deal or communicate directly with the Borrower in connection with any defeasance.

(17) Section 3.10. References to the Master Servicer shall not be deemed to be references to the Primary Servicer for purposes of Section 3.10 (other than Section 3.10(i)) of the Pooling and Servicing Agreement.

(18) Section 3.11. The references to the Collection Account in Section 3.11(a) of the Pooling and Servicing Agreement shall be references to the Primary Servicer Collection Account.

(19) Section 3.12(a). References to the Servicing Fee shall be references to the Primary Servicing Fee and references in the definition of “Servicing Fee” to the Servicing Fee Rate shall be references to the Primary Servicing Fee Rate. In addition, the Primary Servicer shall be entitled to receive, as additional servicing compensation, to the extent the Master Servicer is entitled to such amounts under the Pooling and Servicing Agreement, (i) all investment income earned on amounts on deposit in the Primary Servicer Collection Account and certain Borrower Accounts (to the extent consistent with the related Loan Documents), (ii)

100% of any amounts collected by the Primary Servicer for checks returned for insufficient funds, demand fees or similar items with respect to the Mortgage Loans to the extent the Master Servicer is entitled to such items under Section 3.12(a)(iii) of the Pooling and Servicing Agreement, (iii) 50% of that portion of any Modification Fees, Assumption Fees, consent fees and similar fees and assumption application fees to which the Master Servicer is entitled under Section 3.12(a)(iv) of the Pooling and Servicing Agreement with respect to the Mortgage Loans, and (iv) 100% of that portion of any beneficiary statement charges to which the Master Servicer is entitled under Section 3.12(a)(iv) of the Pooling and Servicing Agreement with respect to the Mortgage Loans. The second paragraph of Section 3.12(a) is not incorporated herein. The Primary Servicer shall not be entitled to any defeasance fees, Prepayment Interest Excesses, Default Interest, Penalty Charges or other amounts not specifically addressed above in this Section 3.01(c)(19).

(20) Sections 3.12(b) and (c). References to the Special Servicer shall remain references to the Special Servicer. References to the Master Servicer shall not be deemed to be references to the Primary Servicer for purposes of Sections 3.12(b) and (c) of the Pooling and Servicing Agreement. Any such fees referred to in Sections 3.12(b) and (c) of the Pooling and Servicing Agreement received by the Primary Servicer shall be paid by the Primary Servicer to the Master Servicer for distribution in accordance with the Pooling and Servicing Agreement.

(21) Section 3.13(a) is not incorporated herein. The Primary Servicer shall deliver to the Master Servicer, no later than 3:00 p.m. Charlotte, North Carolina time on the Primary Servicer Reporting Date, by electronic transmission in a format reasonably acceptable to the Primary Servicer and the Master Servicer, the CREFC Loan Periodic Update File, providing the required information as of such Determination Date. The Primary Servicer shall deliver to the Master Servicer by electronic transmission (in a format reasonably acceptable to the Primary Servicer and the Master Servicer) (a) not later than 3:00 p.m. Charlotte, North Carolina time on the Primary Servicer Reporting Date, the Collection Report (the information therein to be stated as of the Determination Date) in the form of Exhibit G and (b) within thirty (30) days after the end of each calendar quarter, beginning with the quarter ending on March 31, 2012, the certification on the Mortgage Loans, including without limitation information regarding UCC Financing Statements, taxes, insurance premiums and ground rents, required by and in the form of Exhibit E attached hereto. The Primary Servicer shall deliver to the Master Servicer no later than 3:00 pm Charlotte, North Carolina time on the second Business Day of each month by electronic transmission in a format designated by the Master Servicer, a remittance report containing scheduled balance information for each Mortgage Loan reflecting the scheduled Monthly Payment for such month in the form of Exhibit G attached hereto. In addition, on each day that the Primary Servicer forwards to the Master Servicer any funds pursuant to Section 3.01(c)(10) of this Agreement, the Primary Servicer shall deliver to the Master Servicer by electronic transmission in a format reasonably acceptable to the Primary Servicer and the Master Servicer, a report of the nature of such remittance in the form of Exhibit G attached hereto. The Primary Servicer shall also prepare and deliver to the Master Servicer not later than 3:00 p.m. Charlotte, North Carolina time on the Primary Servicer Reporting Date, a certification in the form of Exhibit J attached hereto.

(22) Section 3.13(b). References to the Collection Account shall be references to such Primary Servicer Collection Account.

(23) Sections 3.13(c), (d) and (e). The Primary Servicer shall deliver to the Master Servicer, no later than 3:00 p.m., Charlotte, North Carolina time on the Primary Servicer Reporting Date, by electronic transmission in the format mutually agreed upon by the Master Servicer and the Primary Servicer, the reports, statements and files required by Section 3.13(c). All reports, statements and files required by Section 3.13(d) shall be electronically delivered to the Master Servicer in a format reasonably acceptable to the Primary Servicer and the Master Servicer promptly upon completion, and in any event, at least five (5) Business Days before the Master Servicer must deliver or make available such reports, statements and files under the Pooling and Servicing Agreement. The second paragraph of Section 3.13(d) shall not be applicable to the Primary Servicer and shall not be incorporated herein. The Primary Servicer in connection with the reports that it prepares in connection with Sections 3.13(c) and (d) of the Pooling and Servicing Agreement will afford the Master Servicer reasonable cooperation by providing such information as the Master Servicer may reasonably request in connection with the Master Servicer’s responsibilities in Sections 3.13(c), (d) and (e) of the Pooling and Servicing Agreement.

(24) Sections 3.14 (a) and (b). The Primary Servicer shall also be subject to Section 3.01(c)(36) of the Agreement. None of the restrictions in Section 3.14 of the Pooling and Servicing Agreement or Section 3.01(c)(36) of this Agreement shall prohibit or restrict oral or written communications, or providing information, between the Primary Servicer, on the one hand, and a Rating Agency, Companion Rating Agency or NRSRO, on the other hand, with regard to (i) such Rating Agency’s, Companion Rating Agency’s or NRSRO’s review of the ratings it assigns to the Primary Servicer, (ii) such Rating Agency’s, Companion Rating Agency’s or NRSRO’s approval of the Primary Servicer as a commercial mortgage master, special or primary servicer or (iii) such Rating Agency’s, Companion Rating Agency’s or NRSRO’s evaluation of the Primary Servicer’s servicing operations in general; provided, however, that the Primary Servicer shall not provide any information relating to the Certificates or the Mortgage Loans to a Rating Agency, Companion Rating Agency or NRSRO in connection with such review and evaluation by such Rating Agency, Companion Rating Agency or NRSRO unless (x) Borrower, property or deal specific identifiers are redacted; or (y) such information has already been provided to the Depositor and has been uploaded on to the 17g-5 Information Provider’s Website. Additionally, nothing in this Agreement limits the rights of Midland Loan Services, a Division of PNC Bank, National Association, in its capacity as Special Servicer under the Pooling and Servicing Agreement to communicate or provide information to any Rating Agency or NRSRO.

(25) Sections 3.17(a) and (b). The Primary Servicer shall promptly (but in no event later than fifteen (15) days after completion of the related inspection report) forward to the Master Servicer a copy of all inspection reports prepared by or on behalf of the Primary Servicer. The Primary Servicer may engage a third party at its cost to perform property inspections and prepare property inspection reports without first obtaining the consent of the Master Servicer; provided, however, that the Primary Servicer shall remain obligated and primarily liable to the Master Servicer for satisfactory completion of the inspections and reports as required by this Agreement. The Primary Servicer shall promptly notify the Master Servicer of any event or circumstance that gives rise to enforcement rights with respect to the Manager under the related Loan Documents and Management Agreement.

(26) Section 3.17(c). On each Primary Servicer Remittance Date, the Primary Servicer shall deposit into the Primary Servicer Collection Account as part of the Primary Servicer Remittance Amount, the amount set forth in Section 3.17(c) of the Pooling and Servicing Agreement to the extent resulting from Principal Prepayments on the Mortgage Loans and to the extent that the Master Servicer is required to remit such amounts under Section 3.17(c) of the Pooling and Servicing Agreement, but only if the amount due is due to the failure of the Primary Servicer to follow the related Mortgage Loan Documents. References to Master Servicing Fees in Section 3.17(c) of the Pooling and Servicing Agreement shall be references to Primary Servicing Fees.

(27) Sections 3.17(d) and (e). With respect to the Mortgage Loans serviced hereunder, the Primary Servicer shall inform the ground lessor that any notices of default under the related Ground Lease should thereafter be forwarded to the Master Servicer in addition to the Primary Servicer.

(28) Section 3.20.

(29) Section 3.23(a). The Primary Servicer shall promptly notify the Master Servicer of any event or circumstance that the Primary Servicer deems would cause any Mortgage Loan to become a Specially Serviced Loan. The determination as to whether a Mortgage Loan has become a Specially Serviced Loan shall be made by the Master Servicer. Upon receipt by the Master Servicer of notice from the Special Servicer that a Specially Serviced Loan has become a Corrected Mortgage Loan, the Master Servicer shall promptly give the Primary Servicer notice thereof and the obligation of the Primary Servicer to service and administer such Mortgage Loan shall resume.

(30) Section 3.23(d) is not incorporated herein. The Primary Servicer shall continue to process payments and maintain ongoing payment records with respect to each Mortgage Loan that becomes a Specially Serviced Loan or an REO Property and shall timely provide the Master Servicer and the Special Servicer with any information required by the Master Servicer to perform its duties under the Pooling and Servicing Agreement. Pursuant to Section 3.01(c)(19) of this Agreement, the Primary Servicer shall be entitled to receive the Primary Servicing Fee for so long as the Master Servicer receives its fee, with respect to each Specially Serviced Loan.

(31) Sections 3.24(b), (c), (d) and (e). Any request for a No Downgrade Confirmation shall be made in accordance with Section 3.01(c)(36) of this Agreement.

(32) Sections 3.25 and 3.26. (A) For so long as the Primary Servicer is the Special Servicer, and subject to Section 3.01(d) of this Agreement, the Primary Servicer shall perform the obligations of the Master Servicer under such Section 3.26 of the Pooling and Servicing Agreement (including dealing directly with, and obtaining the consent of, the Special Servicer on matters for which the Pooling and Servicing Agreement requires the Master Servicer to deal with, or obtain the consent of, the Special Servicer) without the approval of the Master Servicer, but subject to all requirements and restrictions set forth in Section 3.26 of the Pooling and Servicing Agreement and Section 3.01(d) of this Agreement; provided, however, that the Primary Servicer shall copy the Master Servicer on all correspondence to the Special Servicer

and the Borrower regarding such matters and the Primary Servicer shall prepare any package and analysis necessary to obtain any required No Downgrade Confirmation and shall forward such package to the Master Servicer. The Master Servicer (not the Primary Servicer) will deal with the 17g-5 Information Provider and Rating Agencies to the extent required by Section 3.26 of the Pooling and Servicing Agreement. Notwithstanding the foregoing, with respect to any modification, extension, waiver, consent or other action contemplated by Section 3.26 of the Pooling and Servicing Agreement for which the Pooling and Servicing Agreement does not require the Master Servicer to obtain the consent or approval of the Special Servicer, the Primary Servicer shall not permit or consent to any such modification, extension, waiver, consent or other action without the prior written consent of the Master Servicer. With respect to any such proposed action requiring the consent of the Master Servicer, the Primary Servicer shall perform and forward to the Master Servicer any analysis, recommendation or other information required to be prepared and/or delivered by the Master Servicer under Section 3.26 of the Pooling and Servicing Agreement and, if the Master Servicer consents to any such modification, extension, waiver, consent or other action, the Primary Servicer shall close such transaction. The Primary Servicer will not permit any Principal Prepayment with respect to any Mortgage Loan without the written consent of the Master Servicer. The Primary Servicer shall promptly forward all requests for Principal Prepayments to the Master Servicer, along with a payoff statement setting forth the amount of the necessary Principal Prepayment calculated by the Primary Servicer.

(B) Notwithstanding the foregoing, in the event that the Primary Servicer is no longer the Special Servicer, the Primary Servicer shall not permit or consent to any modification, extension, waiver, consent or other action contemplated by Section 3.26 of the Pooling and Servicing Agreement without the prior written consent of the Master Servicer, Section 3.25 shall not be incorporated herein and the provisions of this clause (B) shall apply. With respect to any such proposed action, the Primary Servicer shall perform and forward to the Master Servicer any analysis, recommendation or other information required to be prepared and/or delivered by the Master Servicer under Section 3.26 of the Pooling and Servicing Agreement and, if the Master Servicer consents to any such modification, extension, waiver, consent or other action, the Primary Servicer shall close such transaction. The Master Servicer, not the Primary Servicer, will deal directly with the Special Servicer in connection with obtaining any necessary approval or consent from the Special Servicer. When forwarding a request for the approval of any lease or renewal or extension thereof, the Primary Servicer shall forward to the Master Servicer the information concerning such lease required by, and in the form of, Exhibit I attached hereto. The Primary Servicer will not permit any Principal Prepayment with respect to any Mortgage Loan without the written consent of the Master Servicer. The Primary Servicer shall promptly forward all requests for Principal Prepayments to the Master Servicer, along with a payoff statement setting forth the amount of the necessary Principal Prepayment calculated by the Primary Servicer.

(33) [Reserved]

(34) [Reserved]

(35) [Reserved]

(36) Section 3.30 is not incorporated herein. Notwithstanding any provision herein to the contrary but subject to the last paragraph of this Section 3.01(c)(36) and to Section 3.01(c)(24) of this Agreement and except as required by law, the Primary Servicer shall not make any request to a Rating Agency for a No Downgrade Confirmation; all such requests shall be made by, and as determined necessary by, the Master Servicer. The Primary Servicer shall not communicate (orally or in writing) with any Rating Agency regarding any of the Loan Documents or any matter related to the Mortgage Loans, the related Mortgaged Properties, the related Borrowers or any other matters in connection with the Certificates or pursuant to this Agreement or the Pooling and Servicing Agreement. The Primary Servicer agrees to comply (and to cause each and every subcontractor, vendor or agent for the Primary Servicer and each of its officers, directors and employees to comply) with the provisions relating to communications with the Rating Agencies set forth in this Section 3.01(a)(36) and the Pooling and Servicing Agreement and shall not deliver to any Rating Agency any report, notice, statement, request for No Downgrade Confirmation or other information the communication of which to the Rating Agencies is restricted by the Pooling and Servicing Agreement.

All information described in the immediately preceding paragraph will be provided by, and all such communications, responses and requests described in the immediately preceding paragraph will be made by, the Master Servicer in accordance with the procedures required by the Pooling and Servicing Agreement. To the extent that the Master Servicer is required to provide any information to, or communicate with, any Rating Agency in accordance with its obligations under the Pooling and Servicing Agreement and such information or communication is regarding the Mortgage Loans or the primary servicing by the Primary Servicer under this Agreement, the Primary Servicer shall provide the information to the Master Servicer necessary for the Master Servicer to fulfill such obligations.

Notwithstanding the foregoing restrictions in this Section 3.01(c)(36), the Primary Servicer may request that a Rating Agency provide a No Downgrade Confirmation with respect to accounts held at the Primary Servicer or an Affiliate of the Primary Servicer which No Downgrade Confirmation is required in order for an account held at the Primary Servicer or an Affiliate of the Primary Servicer to constitute an Eligible Account as contemplated by the definition of “Eligible Account” in the Pooling and Servicing Agreement; provided that the Primary Servicer complies with the following requirements. Any such No Downgrade Confirmation request shall be in writing, with a cover letter indicating the nature of the request and shall include all information the Primary Servicer believes is reasonably necessary for the Rating Agency to make its decision. The Primary Servicer shall provide such No Downgrade Confirmation request to the Master Servicer by email, who shall promptly provide such No Downgrade Confirmation request to the 17g-5 Information Provider (with a copy to the Primary Servicer), and two Business Days following such delivery to the 17g-5 Information Provider (or after the Master Servicer has determined that it is otherwise permitted under the Pooling and Servicing Agreement to send such request to the Rating Agency), the Primary Servicer shall send such No Downgrade Confirmation request to the Rating Agency (with a copy to the Master Servicer). To the extent that the Rating Agency makes an inquiry or initiates communications with the Primary Servicer regarding such No Downgrade Confirmation request, the Primary Servicer shall notify the Master Servicer of such inquiry or communication, and all responses to such inquiries or communications from the Rating Agency shall be made in writing by the Primary Servicer and shall be provided to the Master Servicer, who shall provide such response

to the 17g-5 Information Provider (with a copy to the Primary Servicer) and two Business Days following such delivery to the 17g-5 Information Provider (or after the Master Servicer has determined that it is otherwise permitted under the Pooling and Servicing Agreement to send such request to the Rating Agency), the Primary Servicer may provide such response to the Rating Agency (with a copy to the Master Servicer).

(37) Section 4.07 is not incorporated herein. The Primary Servicer shall have no obligation to make P&I Advances.

(38) Sections 10.01, 10.02, 10.03, 10.05, 10.06, 10.07, 10.08, 10.09, 10.11, 10.12, 10.13 and 10.17. The Primary Servicer shall cooperate fully with the Master Servicer and deliver to the Master Servicer any and all statements, reports, certifications, records and any other information in it possession and necessary in the reasonable good faith determination of the Master Servicer, the Certificate Administrator, the Trustee or the Depositor to permit the Depositor to comply with the provisions of Regulation AB and the Master Servicer to comply with its obligations under Article X of the Pooling and Servicing Agreement, together with such disclosures relating to the Primary Servicer, or the servicing of the Mortgage Loans, reasonably believed by the Depositor, the Certificate Administrator or the Master Servicer to be necessary in order to effect such compliance. For purposes of this Section 3.01(c)(38) of this Agreement, references to the Trustee, the Certificate Administrator or the Depositor in Article X of the Pooling and Servicing Agreement shall not be deemed to be references to the Master Servicer but shall remain references to the Trustee, the Certificate Administrator or the Depositor, as applicable; provided that the Primary Servicer shall copy the Master Servicer on any notice, certificate or information provided to the Trustee, the Certificate Administrator or the Depositor pursuant to this Section 3.01(c)(38) of this Agreement.

With respect to any period that the Primary Servicer is a servicer as contemplated by Item 1108(a)(2) of Regulation AB, the Primary Servicer shall perform all obligations under Section 10.03 of the Pooling and Servicing Agreement applicable to a servicer as contemplated by Item 1108(a)(2) of Regulation AB (including, without limitation, any obligation or duty the Master Servicer is required under Section 10.03 of the Pooling and Servicing Agreement to cause (or use commercially reasonable efforts to cause) a servicer as contemplated by Item 1108(a)(2) of Regulation AB to perform).

Any Additional Form 10-D Disclosure and related Additional Disclosure Notification required to be delivered by the Primary Servicer shall be delivered to the Master Servicer (and, if the Primary Servicer is an Additional Servicer or a Servicing Function Participant, also to the Depositor and the Certificate Administrator) within the time provided in Section 10.06 of the Pooling and Servicing Agreement.

Any Additional Form 10-K Disclosure and related Additional Disclosure Notification required to be delivered by the Primary Servicer shall be delivered to the Master Servicer (and, if the Primary Servicer is an Additional Servicer or a Servicing Function Participant, also to the Depositor and the Certificate Administrator) by March 1st (with a grace period through March 8th), commencing March 2012.

The Primary Servicer (without regard to whether the Primary Servicer is a Servicing Function Participant, a Reporting Servicer or Additional Servicer) shall provide a Performance Certification described in Section 10.08 of the Pooling and Servicing Agreement (on which the Master Servicer and its officers, directors and Affiliates, in addition to the Certification Parties, can reasonably rely) to the Master Servicer by March 1st (with a grace period through March 8th). If the Primary Servicer is a Reporting Servicer, such Performance Certification shall also be provided to the Certifying Person by the time required by the Pooling and Servicing Agreement, and if the Primary Servicer is not a Reporting Servicer, such Performance Certification shall be delivered only to the Master Servicer. In addition, the Primary Servicer (a) shall provide such information and assistance as may be reasonably required to cooperate with the Master Servicer in complying with Section 10.08 of the Pooling and Servicing Agreement and (b) shall cooperate with the Master Servicer’s reasonable requests in performing its due diligence for its certification under Section 10.08 of the Pooling and Servicing Agreement.

Any Form 8-K Disclosure Information and related Additional Disclosure Notification required to be delivered by the Primary Servicer shall be delivered to the Master Servicer, the Depositor and the Certificate Administrator within the time provided in Section 10.09 of the Pooling and Servicing Agreement.

The Primary Servicer (without regarding to whether the Primary Servicer is an Additional Servicer or Servicing Function Participant) shall deliver its Officer’s Certificate required by Section 10.11 of the Pooling and Servicing Agreement to the Master Servicer by March 1st (with a grace period through March 8th) each year. If the Primary Servicer is an Additional Servicer or Servicing Function Participant, the Primary Servicer shall also deliver such Officer’s Certificate to the Certificate Administrator, the Trustee and Depositor within the time provided in Section 10.11 of the Pooling and Servicing Agreement, and if the Primary Servicer is not an Additional Servicer or Servicing Function Participant, such Officer’s Certificate shall be delivered only to the Master Servicer.

The Primary Servicer (without regarding to whether the Primary Servicer is a Servicing Function Participant, a Reporting Servicer or Additional Servicer) shall deliver the items required under Sections 10.12 and 10.13 of the Pooling and Servicing Agreement regarding itself (the “report on an assessment of compliance with Relevant Servicing Criteria” and “accountants’ report”) to the Master Servicer by March 1st (with a grace period through March 8th) each year. If the Primary Servicer is a Servicing Function Participant, a Reporting Servicer or Additional Servicer, the report on an assessment of compliance with Relevant Servicing Criteria and accountants’ report shall also be delivered to the Certificate Administrator, the Trustee and Depositor within the time provided in Sections 10.12 and 10.13 of the Pooling and Servicing Agreement, and if the Primary Servicer is not an Servicing Function Participant, a Reporting Servicer or Additional Servicer, the report on an assessment of compliance with Relevant Servicing Criteria and accountants’ report shall be delivered only to the Master Servicer.

Subject to other provisions of this Agreement restricting the right of the Primary Servicer to retain subservicers or subcontractors, the provisions of Article X regarding retaining a “Sub-Servicer,” “Subcontractor,” “Additional Servicer” or “Servicing Function Participant” shall be applicable to any sub-servicer, subcontractor or agent hired by the Primary Servicer to perform any of its obligations hereunder and the Primary Servicer shall comply with such provisions.

The Primary Servicer shall indemnify and hold harmless the Master Servicer, the Certification Party and the Depositor (and their respective employees, directors and officers, and each other person who controls any such entity within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act) against any and all expenses, losses, claims, damages, penalties, fines, forfeitures, legal fees, judgments, costs and other liabilities, including without limitation the costs of investigation, legal defense and any amounts paid in settlement of any claim or litigation arising out of (i) the failure to perform its obligations to the Master Servicer, the Depositor or Certificate Administrator under this Section 3.01(c)(38) by the time required after giving effect to any applicable grace period or cure period, or the negligence, bad faith or willful misconduct on the part of the Primary Servicer in the performance of such obligations or (ii) the failure of any Servicing Function Participant or Additional Servicer retained by it to perform its obligations to the Master Servicer, the Depositor or Certificate Administrator under this Section 3.01(c)(38) by the time required after giving effect to any applicable grace period and cure period.

The Primary Servicer shall indemnify and hold harmless each Certification Party, the Depositor or any employee, director or officer of the Depositor from and against any losses, damages, penalties, fines, forfeitures, legal fees, claims, fees and expenses and related costs, judgments and other costs and expenses incurred by such indemnified party arising out of (i) a breach of its obligations to provide any of the annual compliance statements or annual assessment of servicing criteria or attestation reports pursuant to this Agreement, (ii) the negligence, bad faith or willful misconduct on its part in the performance of such obligations or (iii) any failure by a Servicer (as defined in Section 10.17 of the Pooling and Servicing Agreement) to identify a Servicing Function Participant pursuant to Section 10.17 of the Pooling and Servicing Agreement.

If the indemnification provided for in this Section 3.01(c)(38) is unavailable or insufficient to hold harmless any Certification Party, the Master Servicer, the Depositor or any employee, director or officer of the Depositor, then the Primary Servicer shall contribute to the amount paid or payable to the indemnified party as a result of the losses, claims, damages or liabilities of the indemnified party in such proportion as is appropriate to reflect the relative fault of the indemnified party on the one hand and the Primary Servicer on the other in connection with a breach of the Primary Servicer’s obligations pursuant to this Section 3.01(c)(38).

(d) For so long as the Primary Servicer is also the Special Servicer, Sections 3.01(c)(16)(A) and 3.01(c)(32)(A) of this Agreement shall apply; provided that in the event that the Primary Servicer, in the good faith and reasonable judgment of the Master Servicer, violates the Servicing Standard or otherwise commits an “Event of Default” under the Pooling and Servicing Agreement in connection with the granting or withholding of any approval under such sections (including, without limitation, any approvals set forth in Section 3.09 of the Pooling and Servicing Agreement, Section 3.26 of the Pooling and Servicing Agreement and any approvals described in Section 3.01(c) of this Agreement), the Primary Servicer thereafter shall no longer be permitted to exercise the foregoing approval rights and shall thereafter be required to seek the approval of the Master Servicer, and Sections 3.01(c)(16)(B) and 3.01(c)(32)(B) of this Agreement shall apply. The Primary Servicer, in processing each of these transactions, shall apprise the Master Servicer from time to time of its actions. The Primary Servicer shall provide all reasonable cooperation to the Master Servicer in connection with the Master Servicer’s duties

under the Pooling and Servicing Agreement to oversee sub-servicers. Such cooperation shall include (without limitation) notifying the Master Servicer of any such transaction, and the Primary Servicer shall make itself available for teleconferences from time to time upon reasonable request of the Master Servicer in connection therewith. Immediately following the completion of each transaction, the Primary Servicer shall send the Master Servicer copies of all of the evaluation and approval documentation created in connection with such transaction.

Section 3.02 Merger or Consolidation of the Primary Servicer.

The Primary Servicer shall keep in full effect its existence, rights and franchises as a national banking association under the laws of the United States. The Primary Servicer shall continue to be authorized to transact business in the state or states in which the Mortgaged Properties for the Mortgage Loans are situated, if and to the extent required by applicable law, except where the failure to so comply would not adversely affect the Primary Servicer’s ability to perform its obligations in accordance with the terms of this Agreement.

Any Person into which the Primary Servicer may be merged or consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Primary Servicer shall be a party, or any Person succeeding to all or substantially all of the business of the Primary Servicer, shall be the successor of the Primary Servicer hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided, however, that the successor or surviving Person (i) must be a business entity whose business includes the servicing of mortgage loans and shall be authorized to transact business in the state or states in which the related Mortgaged Properties it is to service are situated to the extent required by applicable law, (ii) must be listed on S&P’s Select Servicer List as a U.S. Commercial Mortgage Servicer, (iii) must be acceptable to the Master Servicer, which consent may not be unreasonably withheld, and (iv) shall have assumed in writing the obligations of the Primary Servicer under this Agreement; provided, further, however, that clause (iii) in the immediately preceding proviso shall not be required for a merger in which the Primary Servicer is the surviving entity under applicable law.

Section 3.03 Limitation on Liability of the Primary Servicer and Others.

Neither the Primary Servicer nor any of the officers, directors, affiliates employees or agents of the Primary Servicer shall be under any liability to the Master Servicer for any action taken, or for refraining from the taking of any action, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Primary Servicer or any such person against any breach of representations or warranties made herein, or against any liability which would otherwise be imposed by reason of willful misconduct, bad faith, fraud or negligence (or by reason of any specific liability imposed hereunder for a breach of the Servicing Standard) in the performance of its obligations or duties hereunder, or by reason of negligent disregard of such obligations and duties. The Primary Servicer and any officer, employee or agent of the Primary Servicer may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any Person respecting any matters arising hereunder. The Primary Servicer shall not be under any obligation to appear in, prosecute or defend any legal action unless such action relates to its respective duties under this Agreement and which in its opinion does not expose it to any expense or liability not recoverable

from the Trust Fund; provided, however, the Primary Servicer may, with the consent of the Master Servicer, undertake any such action, proceeding, hearing or examination that it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto. In such event, to the extent that the legal expenses and costs of such action, proceeding, hearing or examination and any liability resulting therefrom are reimburseable, and are reimbursed to the Master Servicer, by the Trust Fund pursuant to the Pooling and Servicing Agreement, the Primary Servicer shall be entitled to be reimbursed therefor from the Master Servicer upon written demand. To the extent provided in Section 6.03 of the Pooling and Servicing Agreement, the Primary Servicer shall be indemnified and held harmless by the Trust Fund against any loss, liability or expense, incurred in connection with any claim, loss, penalty, fine, foreclosure, judgment, liability or legal action relating to this Agreement or the Certificates, other than any loss, liability or expense (including legal fees and expenses) (i) incurred by the Primary Servicer by reason of willful misconduct, bad faith, fraud or negligence in the performance of duties hereunder or by reason of negligent disregard of obligations and duties hereunder. The Primary Servicer shall not have any rights of indemnification out of the Trust Fund except through the Master Servicer as described above and, in each case, to the full extent that the Master Servicer is permitted to indemnification from the Trust Fund under the Pooling and Servicing Agreement. The Primary Servicer shall cooperate with the Master Servicer and the Master Servicer shall make reasonable efforts to obtain such recovery from the Trust pursuant to the Pooling and Servicing Agreement.

Section 3.04 Primary Servicer Not to Resign.

The Primary Servicer shall not resign from the obligations and duties hereby imposed on it except by mutual consent of the Primary Servicer and the Master Servicer, or upon the determination that its duties hereunder are no longer permissible under applicable law and such incapacity cannot be cured by the Primary Servicer. Any such determination permitting the resignation of the Primary Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Master Servicer, which Opinion of Counsel shall be in form and substance acceptable to the Master Servicer. In addition, the Primary Servicer shall have the right to resign or assign its servicing rights at any other time without consent by the Master Servicer; provided that (i) a willing successor thereto (including any such successor proposed by the Primary Servicer) reasonably acceptable to the Master Servicer has been identified, (ii) the Primary Servicer pays all costs and expenses in connection with such transfer, and (iii) the successor accepts appointment prior to the effectiveness of such resignation or assignment.

Section 3.05 No Transfer or Assignment of Servicing.

With respect to the responsibility of the Primary Servicer to service the Mortgage Loans hereunder, the Primary Servicer acknowledges that the Master Servicer has acted in reliance upon the Primary Servicer’s independent status, the adequacy of its servicing facilities, plant, personnel, records and procedures, its integrity, reputation and financial standing and the continuance thereof. Without in any way limiting the generality of this Section 3.05, the Primary Servicer shall not either assign or transfer this Agreement or the servicing hereunder nor delegate its rights or duties hereunder or any portion thereof (except as allowed by Section 3.01(c)(4) or Section 3.02 of this Agreement), or sell or otherwise dispose of all or substantially all of its property or assets, without the prior written approval of the Master Servicer, which consent will

not be unreasonably withheld or delayed. Notwithstanding the foregoing, prior to any assignment or transfer by the Primary Servicer of this Agreement or the servicing hereunder (the “Primary Servicing Rights”), the Primary Servicer shall allow the Master Servicer an opportunity to bid on the purchase of such Primary Servicing Rights. The Primary Servicer may also solicit bids from any other parties independent of the Primary Servicer. If after receipt by the Primary Servicer of all bids, the Master Servicer is not the highest bidder, the Master Servicer will be given the opportunity to submit a second bid and final bid, which bid shall be given equal consideration with all other bids.

Section 3.06 Indemnification.

The Master Servicer and the Primary Servicer each agrees to and hereby does indemnify and hold harmless the Master Servicer, in the case of the Primary Servicer, and the Primary Servicer, in the case of the Master Servicer (including any of their partners, directors, officers, employees, affiliates or agents) from and against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses that the Master Servicer, in the case of the Primary Servicer, and the Primary Servicer, in the case of the Master Servicer, may sustain arising from or as a result of any willful misfeasance, bad faith or negligence of the Master Servicer or Primary Servicer, as applicable, in the performance of its obligations and duties under this Agreement or by reason of negligent disregard by the Master Servicer or Primary Servicer, as applicable, of its duties and obligations hereunder or by reason of breach of any representations or warranties made herein by the Master Servicer or Primary Servicer, as applicable, or in the case of the Master Servicer, made in the Pooling and Servicing Agreement; provided, that such indemnity shall not cover indirect or consequential damages. Each indemnified party hereunder shall give prompt written notice to the indemnitor of matters which may give rise to liability of such indemnitor hereunder; provided, however, that failure to give such notice shall not relieve the indemnitor of any liability except to the extent of actual prejudice. Section 3.06 of this Agreement shall survive the termination of this Agreement and the termination or resignation of the Master Servicer or the Primary Servicer.

ARTICLE IV

DEFAULT

Section 4.01 Events of Default.

In case one or more of the following events (each, an “Event of Default”) by the Primary Servicer shall occur and be continuing, that is to say:

(a) any failure by the Primary Servicer to deposit into the Primary Servicer Collection Account, or to deposit into, or to remit to the Master Servicer for deposit into, the Collection Account, on the dates and at the times required by this Agreement, any amount required to be so deposited or remitted under this Agreement; provided, however, that the Primary Servicer will have one (1) Business Day to remedy a failure to make such a deposit or remittance on the date and at the time required by this Agreement; or

(b) any failure on the part of the Primary Servicer to observe or perform its obligations and duties in accordance with Section 3.08 of the Pooling and Servicing Agreement as incorporated herein; or

(c) any failure on the part of the Primary Servicer to (i) timely provide to the Servicer the certification called for on Exhibit E attached hereto as required by this Agreement (which failure continues unremedied for ten (10) Business Day after notice (which may be given via facsimile or e-mail) of such failure shall have been given by the Master Servicer to the Primary Servicer), or (ii) timely provide to the Master Servicer the Collection Report in compliance with the Servicing Standard and complete in all material respects which failure continues unremedied for one (1) Business Day after notice (which may be given via facsimile or email) of such failure shall have been given by the Master Servicer to the Primary Servicer or, if earlier and if such failure is a total failure to deliver such report, one (1) Business Day after knowledge by the Primary Servicer of such failure); or

(d) the Primary Servicer shall fail three (3) times within any one (1) year period to timely provide to the Master Servicer any Collection Report, CREFC Loan Periodic Update File, CREFC Property File, CREFC Financial File, CREFC Comparative Financial Status Report, CREFC Loan Level Reserve/LOC Report, CREFC Delinquent Loan Status Report, CREFC Servicer Watch List, CREFC NOI Adjustment Worksheet, the CREFC Total Loan Report (if applicable) or CREFC Operating Statement Analysis Report in compliance with the Servicing Standard and complete in all material respects; provided that the Primary Servicer had knowledge of the first two of such failures (to the extent that such failures were total failures to deliver such reports) or notice (which may be given by telephone or via facsimile or e-mail) of the first two of such failures which notice shall have been given by the Master Servicer to the Primary Servicer within fifteen (15) Business Days of each such failure; or

(e) any failure by the Primary Servicer duly to observe or perform in any material respect any of its other covenants or obligations under this Agreement (other than those addressed in another clause of this Section 4.01), which failure continues unremedied for a period of twenty-five (25) days (12 days in the case of the Primary Servicer’s failure to make a Property Advance or 40 days in the case of failure to pay the premium for any insurance policy required to be force placed by the Primary Servicer pursuant to this Agreement or in any event such reasonable shorter period of time as is necessary to avoid the commencement of foreclosure proceedings for any lien relating to unpaid real estate taxes or assessments or a lapse in any required insurance coverage) after written notice of such failure, requiring the same to be remedies, has been given to the Primary Servicer by the Master Servicer; provided, however, if that failure (other than a failure that results in the commencement of foreclosure proceedings for any lien relating to unpaid real estate taxes or assessments or a lapse in any required insurance coverage) is capable of being cured and the Primary Servicer has provided the Master Servicer with an Officer’s Certificate certifying that it has diligently pursued, and is continuing to diligently pursue, a full cure, such twenty-five (25) day period shall be extended for an additional twenty (20) days; or

(f) any breach on the part of the Primary Servicer of any representation or warranty contained in Section 2.04(a) of the Pooling and Servicing Agreement as incorporated herein, which materially and adversely affects the interests of the Master Servicer or any Class of

Certificateholders and which continues unremedied for a period of thirty (30) days after the date on which notice of such breach, requiring the same to be remedied, shall have been given to the Primary Servicer by the Master Servicer; provided, however, if that breach is capable of being cured and the Primary Servicer has provided the Master Servicer with an Officer’s Certificate certifying that it has diligently pursued, and is continuing to diligently pursue, a full cure, such thirty (30) day period shall be extended for an additional thirty (30) days; or

(g) a decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under any present or future federal or state bankruptcy, insolvency or similar law for the appointment of a conservator, receiver, liquidator, trustee or similar official in any bankruptcy, insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Primary Servicer and such decree or order shall have remained in force undischarged, undismissed or unstayed for a period of 60 days; or

(h) the Primary Servicer shall consent to the appointment of a conservator, receiver, liquidator, trustee or similar official in any bankruptcy, insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the Primary Servicer or of or relating to all or substantially all of its property; or

(i) the Primary Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable bankruptcy, insolvency or reorganization statute, make an assignment for the benefit of its creditors, voluntarily suspend payment of its obligations or take any corporate action in furtherance of the foregoing; or

(j) the Primary Servicer shall assign or transfer or attempt to assign or transfer all or part of its rights and obligations hereunder except as permitted by this Agreement; or

(k) a servicing officer of the Primary Servicer obtains actual knowledge that Moody’s has (i) qualified, downgraded or withdrawn its rating or ratings of one or more Classes of Certificates, or (ii) has placed one or more Classes of Certificates on “watch status” in contemplation of a ratings downgrade or withdrawal (and such qualification, downgrade, withdrawal or “watch status” placement shall not have been withdrawn by Moody’s within 55 days of the date such servicing officer obtained such actual knowledge) and, in the case of either of clause (i) or (ii), cited servicing concerns with the Primary Servicer as the sole or material factor in such rating action; or

(l) the Primary Servicer receives written notice from DBRS (either directly from DBRS or indirectly from the Trustee or the Master Servicer) to the effect that continuation of the Primary Servicer in such capacity would result in the downgrade, qualification or withdrawal of any rating then assigned by DBRS to any Class of Certificates and citing servicing concerns with the Primary Servicer as the sole or material factor in such rating action, and such notice is not rescinded within 55 days; or

(m) (1) so long as the Issuing Entity is subject to Exchange Act reporting requirements, any failure by the Primary Servicer to deliver any annual certification, assessment of compliance with certain servicing criteria, any accountant’s attestation report or any other

Exchange Act reporting items that the Primary Servicer is required by this Agreement to deliver to the Trustee or the Master Servicer (after any applicable grace period), (2) the failure of the Primary Servicer to comply with any of the requirements under Article X of the Pooling and Servicing Agreement applicable to the Primary Servicer, including the failure to deliver any reports, certificates or disclosure information under the Exchange Act or under the rules and regulations promulgated under the Exchange Act at the time such report, certification or information is required under Article X of the Pooling and Servicing Agreement or (3) the failure of the Primary Servicer to comply with any requirements to deliver any items required by Items 1122 and 1123 of Regulation AB under any other pooling and servicing agreement relating to any other series of certificates offered by the Depositor.

If any Event of Default shall occur and be continuing, then, and in each and every such case, so long as such Event of Default shall not have been remedied, the Master Servicer or, with respect to any Event of Default under clause (m) above, the Depositor, may terminate, by notice in writing to the Primary Servicer, all of the rights and obligations of the Primary Servicer as Primary Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof. From and after the receipt by the Primary Servicer of such written notice, all authority and power of the Primary Servicer under this Agreement, whether with respect to the Mortgage Loans or otherwise, shall pass to and be vested in the Master Servicer pursuant to and under Section 4.01 of this Agreement, and, without limitation, the Master Servicer is hereby authorized and empowered to execute and deliver, on behalf of and at the expense of the Primary Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents, or otherwise. The Primary Servicer agrees that if it is terminated pursuant to Section 4.01 of this Agreement, it shall promptly (and in any event no later than five (5) Business Days subsequent to its receipt of the notice of termination) provide the Master Servicer with all documents and records (including, without limitation, those in electronic form) requested by it to enable it to assume the Primary Servicer’s functions hereunder, and shall cooperate with the Master Servicer in effecting the termination of the Primary Servicer’s responsibilities and rights hereunder and the assumption by a successor of the Primary Servicer’s obligations hereunder, including, without limitation, the transfer within one (1) Business Day to the Master Servicer for administration by it of all cash amounts which shall at the time be or should have been credited by the Primary Servicer to the Primary Servicer Collection Account, the Collection Account, any Escrow Account, any Reserve Account, any Lock-Box Account, or any Cash Collateral Account, or thereafter be received with respect to the Mortgage Loans or any REO Property (provided, however, that the Primary Servicer shall continue to be entitled to receive all amounts accrued or owing to it under this Agreement on or prior to the date of such termination, and it and its directors, officers, employees and agents shall continue to be entitled to the benefits of Section 3.03 of this Agreement notwithstanding any such termination).

In addition to any other rights the Master Servicer may have hereunder, if the Primary Servicer fails to remit to the Master Servicer any amounts when required to be remitted hereunder, the Primary Servicer shall pay to the Master Servicer interest on the amount of such late remittance at the rate of Wells Fargo Bank, National Association cost of funds per annum, applied on a per diem basis for each day such remittance is late (i.e., said per annum rate divided

by 365 multiplied by the number of days late); but in no event shall such interest be greater than the maximum amount permitted by law.

Section 4.02 Waiver of Defaults.

The Master Servicer may waive any default by the Primary Servicer in the performance of its obligations hereunder and its consequences. Upon any such waiver of a past default, such default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon except to the extent expressly so waived.

Section 4.03 Other Remedies of Master Servicer.

During the continuance of any Event of Default, so long as such Event of Default shall not have been remedied, the Master Servicer, in addition to the rights specified in Section 4.01 of this Agreement, shall have the right, in its own name, to take all actions now or hereafter existing at law, in equity or by statute to enforce its rights and remedies (including the institution and prosecution of all judicial, administrative and other proceedings and the filing of proofs of claim and debt in connection therewith). Except as otherwise expressly provided in this Agreement, no remedy provided for by this Agreement shall be exclusive of any other remedy, and each and every remedy shall be cumulative and in addition to any other remedy and no delay or omission to exercise any right or remedy shall impair any such right or remedy or shall be deemed to be a waiver of any Event of Default.

ARTICLE V

TERMINATION

Section 5.01 Termination.

Except as otherwise specifically set forth herein, the rights, obligations and responsibilities of the Primary Servicer shall terminate (without payment of any penalty or termination fee): (i) upon the later of the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan and the disposition of all REO Property and the remittance of all funds due hereunder; (ii) by mutual consent of the Primary Servicer and the Master Servicer in writing; (iii) pursuant to Section 5.02 of this Agreement; (iv) at the option of any purchaser of one or more Mortgage Loans pursuant to the Pooling and Servicing Agreement, upon such purchase and only with respect to such purchased Mortgage Loan or Mortgage Loans; or (v) upon termination of the Pooling and Servicing Agreement.

Section 5.02 Termination With Cause.

The Master Servicer may, at its sole option, terminate any rights the Primary Servicer may have hereunder with respect to any or all of the Mortgage Loans, as provided in Section 4.01 of this Agreement upon the occurrence and continuation of an Event of Default.

Any notice of termination shall be in writing and delivered to the Primary Servicer as provided in Section 6.05 of this Agreement.

Section 5.03 Termination of Duties with Respect to Specially Serviced Loans.

At such time as any Mortgage Loan becomes a Specially Serviced Loan, the obligations and duties of the Primary Servicer set forth herein with respect to such Specially Serviced Loan that are required to be performed by the Special Servicer under the Pooling and Servicing Agreement shall cease in accordance with Section 3.01(c) of this Agreement. The Primary Servicer shall continue to perform all of its duties hereunder with respect to the Specially Serviced Loans to the extent set forth in Section 3.01 of this Agreement. If a Specially Serviced Loan becomes a Corrected Mortgage Loan, the Primary Servicer shall commence servicing such Corrected Mortgage Loan pursuant to the terms of this Agreement.

ARTICLE VI

MISCELLANEOUS

Section 6.01 Successor to the Primary Servicer.

Subject to Sections 3.04 and 3.05 of this Agreement, upon the termination of the Primary Servicer’s responsibilities and duties under this Agreement pursuant to Section 3.04, 4.01, 5.01 or 5.02 of this Agreement, the Master Servicer shall (i) succeed to and assume all of the Primary Servicer’s responsibilities, rights, duties and obligations under this Agreement, or (ii) appoint a successor which satisfies the criteria for a successor Primary Servicer in Section 3.02 of this Agreement and which shall succeed to all rights and assume all of the responsibilities, duties and liabilities of the Primary Servicer under this Agreement accruing following the termination of the Primary Servicer’s responsibilities, duties and liabilities under this Agreement.

Section 6.02 Financial Statements.

The Primary Servicer shall, upon the request of the Master Servicer, make available its publicly available financial statements. The Primary Servicer agrees that, on reasonable prior written notice, it will permit a representative of the Master Servicer, during the Primary Servicer’s normal business hours, reasonable access to examine all books of account, records, reports and other documents of the Primary Servicer relating to the Mortgage Loans and to make copies and extracts therefrom.

Section 6.03 Closing.

The closing for the commencement of the Primary Servicer to perform the servicing responsibilities under this Agreement with respect to the Mortgage Loans shall take place on the Closing Date. The closing shall be either by telephone, confirmed by letter or wire as the parties shall agree, or conducted in person, at such place as the parties shall agree.

The closing shall be subject to the execution and delivery of the Pooling and Servicing Agreement by the parties thereto.

Section 6.04 Closing Documents.

The Closing Documents shall consist of all of the following documents:

(a) to be provided by the Primary Servicer:

(1) this Agreement executed by the Primary Servicer;

(2) an Officer’s Certificate of the Primary Servicer, dated the Closing Date and in the form of Exhibit B hereto, including all attachments thereto; and

(3) the account certifications in the form of Exhibit F hereto required by Section 3.01(c)(7) and (9) of this Agreement, fully completed; and

(b) to be provided by the Master Servicer:

(1) this Agreement executed by the Master Servicer; and

(2) the Mortgage Loan Schedule, with one copy to be attached to each counterpart of this Agreement as Exhibit A hereto; and

(3) the Pooling and Servicing Agreement substantially in the form of Exhibit C hereto.

Section 6.05 Notices.

Except as provided herein, all demands, notices, consents and communications hereunder shall be in writing and shall be deemed to have been duly given when delivered to the following addresses:

(i)

if to the Master Servicer:

Wells Fargo Bank, National Association

Commercial Mortgage Servicing

1901 Harrison Street

Oakland, California 94612

Attention: UBS-CCMT 2011-C1 Asset Manager

and

Wells Fargo Bank, National Association

Commercial Mortgage Servicing

MAC D1086

550 South Tryon Street, 14th Floor

Charlotte, North Carolina 28202

Reference: UBS-CCMT 2011-C1

with a copy to:

Wells Fargo Bank, National Association

Legal Department

301 S. College St., TW-30

Charlotte, North Carolina 28288-0630

Reference: Commercial Mortgage Servicing Legal Support, UBS-CCMT 2011-C1 Mortgage Trust

with a copy to:

Mayer Brown LLP

214 N. Tryon Street, Suite 3800

Charlotte, North Carolina 28202

Attention: Christopher J. Brady

(ii)

if to the Primary Servicer:

Midland Loan Services, a Division of PNC Bank, National Association

10851 Mastin Street, Suite 700

Overland Park, Kansas 66210

Attention: President

with a copy to:

Stinson Morrison Hecker LLP

1201 Walnut Street

Suite 2900

Kansas City, Missouri 64106-2150

Fax Number: (816) 412-9338

Attention: Kenda K. Tomes

or such other address as may hereafter be furnished to the other party by like notice.

Section 6.06 Consistency with Pooling and Servicing Agreement; Severability Clause.

To the extent this Agreement delegates duties of the Master Servicer to the Primary Servicer, this Agreement shall be subject to the provisions of the Pooling and Servicing Agreement, which provisions shall be paramount and controlling and shall supersede the provisions of this Agreement to the extent of any conflicts. Any part, provision, representation or warranty of this Agreement which is prohibited or which is held to be void or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction as to any Mortgage Loan shall not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted by applicable law, the parties hereto waive any provision of law which prohibits or renders void or unenforceable any provision hereof. If the invalidity of any part, provision, representation or warranty of this Agreement shall deprive any party of the economic benefit intended to be conferred by this Agreement, the parties shall negotiate, in good

faith, to develop a structure the economic effect of which is nearly as possible the same as the economic effect of this Agreement without regard to such invalidity.

Section 6.07 Counterparts.

This Agreement may be executed simultaneously in any number of counterparts. Each counterpart shall be deemed to be an original, and all such counterparts shall constitute one and the same instrument.

Section 6.08 Governing Law.

This Agreement and any claim, controversy or dispute arising under or related to or in connection with this Agreement, the relationship of the parties, and/or the interpretation and enforcement of the rights and duties of the parties shall be governed by the laws of the State of New York without regard to any conflicts of law principles other than Section 5-1401 of the New York General Obligations Law.

Section 6.09 Protection of Confidential Information.

The Primary Servicer shall keep confidential and shall not divulge to any party other than the Master Servicer, the Depositor, the Special Servicer or the Trustee, without the Master Servicer’s prior written consent, any information pertaining to the Mortgage Loans or any borrower thereunder, except to the extent that (a) it is appropriate for the Primary Servicer to do so in working with third-party vendors, property inspectors, legal counsel, auditors, taxing authorities or other governmental agencies or in accordance with this Agreement or (b) the Primary Servicer is disseminating general statistical information relating to the mortgage loans being serviced by the Primary Servicer (including the Mortgage Loans) so long as the Primary Servicer does not identify the owner of the Mortgage Loans or the Borrowers.

Section 6.10 Intention of the Parties.

It is the intention of the parties that the Master Servicer is conveying, and the Primary Servicer is receiving, only a contract for servicing the Mortgage Loans. Accordingly, the parties hereby acknowledge that the Trustee remains the sole and absolute beneficial owner of the Mortgage Loans and all rights related thereto.

Section 6.11 Third Party Beneficiary.

The Trustee, for the benefit of the Certificateholders, the Depositor and UBS shall each be a third party beneficiary under this Agreement, provided that, except to the extent the Trustee or its designee assumes the obligations of the Master Servicer hereunder as contemplated by Section 6.12 of this Agreement, none of the Depositor, UBS, the Trustee, the Trust Fund, or any Certificateholder shall have any duties, liabilities or obligations under this Agreement.

Section 6.12 Successors and Assigns; Assignment of Agreement.

This Agreement shall bind and inure to the benefit of and be enforceable by the Primary Servicer and the Master Servicer and the respective successors and assigns of the Primary

Servicer and the Master Servicer. This Agreement shall not be assigned, pledged or hypothecated by the Primary Servicer to a third party except as otherwise specifically provided for herein. This Agreement may be assumed by the Trustee if the Trustee has assumed the duties of the Master Servicer or any successor Master Servicer, without cost or obligation to the assuming party or the Trust Fund, upon the assumption by such party of the obligations, except to the extent they arose prior to the date of assumption, of the Master Servicer pursuant to Section 7.02 of the Pooling and Servicing Agreement (it being understood that any such obligations shall be the obligations of the terminated Master Servicer only).

Section 6.13 Waivers.

No term or provision of this Agreement may be waived or modified unless such waiver or modification is in writing and signed by the party against whom such waiver or modification is sought to be enforced.

Section 6.14 Exhibits.

The exhibits to this Agreement are hereby incorporated and made a part hereof and are an integral part of this Agreement.

Section 6.15 General Interpretive Principles.

The article and section headings are for convenience of a reference only, and shall not limit or otherwise affect the meaning hereof.

Section 6.16 Complete Agreement.

This Agreement embodies the complete agreement between the parties regarding the subject matter hereof and may not be varied or terminated except by a written agreement conforming to the provisions of Section 6.18 of this Agreement. All prior negotiations or representations of the parties are merged into this Agreement and shall have no force or effect unless expressly stated herein.

Section 6.17 Further Agreement.

The Primary Servicer and the Master Servicer each agree to execute and deliver to the other such reasonable and appropriate additional documents, instruments or agreements as may be necessary or appropriate to effectuate the purposes of this Agreement.

Section 6.18 Amendments.

This Agreement may only be amended with the consent of the Primary Servicer and the Master Servicer. No amendment to the Pooling and Servicing Agreement that purports to change the rights or obligations of the Primary Servicer hereunder shall be effective against the Primary Servicer without the express written consent of the Primary Servicer.

Section 6.19 No Partnership.

Nothing herein contained shall be deemed or construed to create a partnership or joint venture between the parties hereto, and the services of the Primary Servicer shall be rendered as an independent contractor for the Master Servicer.

Section 6.20 Subrogation.

Notwithstanding any other provision of this Agreement to the contrary, the Primary Servicer and the Master Servicer hereby agree that, without the need for any further action on the part of UBS, to the extent that UBS pays to the Depositor any amounts payable by the Primary Servicer to the Depositor pursuant to Section 3.01(c)(38) of this Agreement (due to the Primary Servicer’s failure to timely pay such amounts in accordance with the terms and conditions of this Agreement), UBS will be fully subrogated to, and the Depositor hereby delegates and assigns to UBS, to the fullest extent permitted by law, the rights of the Depositor to receive such amounts from the Primary Servicer, and UBS shall be paid such amounts by the Primary Servicer (provided that such right of subrogation and the payment of such amounts to UBS shall be subordinate to the right of the Depositor to be paid in full for all amounts owing to it by the Primary Servicer). The Depositor shall cooperate in all reasonable respects with any reasonable request by UBS for action to preserve or enforce UBS’ rights or interests under this Agreement, and UBS shall be responsible for the Depositor’s reasonable out-of-pocket costs and expenses incurred in connection with such cooperation.

IN WITNESS WHEREOF, the Primary Servicer and the Master Servicer have caused their names to be signed hereto by their respective officers thereunto duly authorized as of the date first above written.

	WELLS FARGO BANK, NATIONAL ASSOCIATION

	By:
		Name: Nachette Hadden
		Title: Vice President

	MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

	By:
		Name:
		Title:

EXHIBIT A

MORTGAGE LOAN SCHEDULE

Loan No. / Property No.	Property Name	Cut-Off Date Loan Amount	Sub-Servicing Fee
6	One Montgomery Street	$31,550,000	0.0700%

7	Sun Products Distribution Center	$28,000,000	0.0700%

8	Bethesda Health Medical Office	$26,300,000	0.0700%

9	Marriott Buffalo Niagara	$24,933,544	0.0700%

10	Doubletree Chattanooga	$22,798,343	0.0700%

11	Hospitality Specialists Portfolio - Pool 2	$21,945,077	0.0700%

12	Hospitality Specialists Portfolio - Pool 1	$20,947,573	0.0700%

13	Chicago Portfolio	$19,964,335	0.0700%

14	560 Lincoln Road	$18,432,500	0.0700%

15	Shops at Greenwood	$17,800,000	0.0700%

16	Tops Self Storage	$17,200,000	0.0700%

17	Dawntree Apartments	$15,182,000	0.0700%

18	Beta Center	$14,400,000	0.0700%

19	Addison Park	$13,211,760	0.0700%

20	Plaza Mall of Georgia - Phase II	$11,550,000	0.0700%

22	Kirkman Oaks Shopping Center	$8,292,562	0.0700%

23	Holiday Inn Express Cooperstown	$7,351,994	0.0700%

25	Northview Plaza	$7,192,554	0.0700%

26	Preston Lloyd Shopping Center	$6,500,000	0.0700%

27	Holiday Inn Express Richmond Airport	$6,075,110	0.0700%

28	Westpointe Shopping Center	$6,050,000	0.0700%

30	StorQuest Oxnard	$5,300,000	0.0700%

31	Countryside MHC	$3,600,000	0.0700%

32	River View Estates	$3,521,789	0.0700%

A-1

EXHIBIT B

PRIMARY SERVICER’S OFFICER’S CERTIFICATE

The undersigned, David A. Eckels, Senior Vice President of PNC Bank, National Association, a national banking association (“PNC Bank”), on behalf of PNC Bank, hereby certifies in such capacity that:

1. Each of the persons (the “Designated Officers”) listed on Schedule A attached hereto is now a duly appointed, qualified and acting officer of PNC Bank, who holds the office set forth opposite his or her name thereon, and an exact copy of such person’s genuine signature also appears opposite his or her name and title thereon.

2. Attached hereto as Schedule B is a true, complete and correct copy of the By-laws of PNC Bank, and all amendments thereto as in full force and effect on the date hereof.

3. Attached hereto as Schedule C is a true, complete and correct copy of a Certificate of Corporate Existence of PNC Bank issued by the Comptroller of the Currency. To my knowledge and without further inquiry, no event has occurred since the date of such certificate which has affected the good standing of PNC Bank under the laws of the United States of America.

4. Attached hereto as Schedule D is a true, complete and correct copy of the Articles of Association of PNC Bank, and all amendments thereto as in full force and effect as of the date hereof.

5. The Designated Officers are authorized to execute and deliver on behalf of PNC Bank the Primary Servicing Agreement dated as of December 1, 2011, between Wells Fargo Bank, National Association, as Master Servicer, and Midland Loan Services, a Division of PNC Bank, National Association, as Primary Servicer with respect to the UBS-CCMT Commercial Mortgage Trust 2011-C1, Commercial Mortgage Pass-Through Certificates, Series 2011-C1.

B-1

IN WITNESS WHEREOF, I have hereunto set my hand as Senior Vice President of PNC Bank as of the ____ day of _____, ____.

By: _________________________________________________

David A. Eckels

Senior Vice President of a Division of PNC Bank,

National Association

B-2

EXHIBIT C

POOLING AND SERVICING AGREEMENT

C-1

EXHIBIT D

RESERVED

D-1

EXHIBIT E

QUARTERLY SERVICING CERTIFICATION

Primary Servicer:

RE: UBS-CCMT Series 2011-C1

Pursuant to the Servicing Agreement(s) between Wells Fargo Bank, National Association and [Primary Servicer], we certify with respect to each mortgage loan serviced by us for Wells Fargo Bank, National Association that, as of the quarter ending , except as otherwise noted below:

All taxes, assessments and other governmental charges levied against the mortgaged premises, ground rents payable with respect to the mortgaged premises, if any, which would be delinquent if not paid, have been paid.

Based on [Primary Servicer’s] monitoring of the insurance in accordance with the Servicing Standard, to the best of our knowledge, all required insurance policies are in full force and effect on the mortgaged premises in the form and amount and with the coverage required by the Servicing Agreement(s).

All necessary action has been taken to continue all UCC Financing Statements in favor of the originator of each mortgage loan or in favor of any assignee prior to the expiration of such UCC Financing Statements.

All reserves are maintained and disbursed in accordance with the loan documents and no expired reserves exist.

EXCEPTIONS:

Servicing Officer		Date

E-1

EXHIBIT F

FORM OF ACCOUNT CERTIFICATION

Securitization:

Primary Servicer:

New Account

Change of Account Information

Indicate purpose of account (check all that apply):

Principal & Interest

Deposit Clearing

Taxes & Insurance

Disbursement Clearing

Reserves (non-interest bearing)

Suspense

Reserves (interest bearing)

Account Number:

Account Name:

Depository Institution (and Branch):

	Name:

	Street:

	City, State, Zip:

	Rating Agency:			Rating:

Please note that the name of the account must follow the guideline specifications detailed in the applicable agreement.

	Prepared by:

	Signature:

	Title:

	Date:

	Telephone:			Fax:

F-1

EXHIBIT G

FORM OF

COLLECTION REPORT

Series _____

Month of ____________

Master

Services

Loan #

Subservicers Scheduled

Loan

Due

Date

Mtg

Rate

Net

Mtg Rate

Scheduled

Beginning

Balance

Schedule

P&I Amount

Scheduled

Principal

Payment

Scheduled

Interest

Payment

Scheduled

Service

Fee

Curtailed

Prepayment

Curtailed

Prepayment

Date

Prepayment

Interest

Excess/Short

Other

Principal

Adjustment

Actual

Principal

Payment

Actual Net

Interest

Payment

Actual

Service

Fees

Late

Charges

Assumption

Fees

Additional

Fees

Payment

Loan

Status

Distribution

Amount

Scheduled

Ending

Balance

Actual Loan Bal

As of

Distribution Date

Payment

Due

Total Reserve Bal

As Of

Prior Month End

Date of

Maturity

Totals

0.00

Loan Status

A - payment not received but still in grace period

B - late payment but less than 1 month delinquent

O - Current

1 - One month delinquent

2 - Two months delinquent

3 - Three months delinquent

4 - Assumed Schedule Payment

5 - Prepaid in Full

6 - Specially Serviced

Prepared By

7 - in foreclosure

Approved By

9 - REO

10 - DPO

11 - Modification

G-1

EXHIBIT H

FORM OF CERTIFICATE OF INSURANCE

Primary Servicer:

Re: UBS-CCMT Series 2011-C1

Pursuant to the Primary Servicing Agreement(s) between Wells Fargo Bank, National Association and [Primary Servicer], based on [Primary Servicer’s] monitoring of the insurance in accordance with the Servicing Standard, we certify with respect to each Mortgage Loan serviced by us for Wells Fargo Bank, National Association that all required insurance policies are in full force and effect on the mortgaged premises in the form and amount and with the coverage required by the Servicing Agreement(s).

[Exceptions:]



Servicing Officer			Date

H-1

EXHIBIT I

NEW LEASE INFORMATION

Loan # ______________________________________	Property Type: ____________________________________	Tenant: ________________________
Property Name/Address:_______________________________________________________________
Term (Years, Months): _____________________	Sq Ft Gross Rentable: ___________________________	Net Rentable ________________
Begin Lease Date: ________________________		Retail
End Lease Date: __________________________		Office
Occupancy Date (if diff): ____________________		Other

Minimum Rent _____________________

(S/SF/YR)

		(Mo/Yr)	Escalation:	CPI	Other
Change to	on
Change to	on
Change to	on
Change to	on

Percentage Rent

% Amount	For	% Rent Due:
	For		Monthly
	Up to		Quarterly
	Up to		Annually

Breakpoint

(S/Yr)

Sales Report Due: ________________________

		(Mo/Yr)
Change to	on		Monthly
Change to	on		Quarterly
Change to	on		Annually

Recoveries

Taxes ___________________________	Per ___________________________
Insurance ___________________________	Per ___________________________
Cam ___________________________	Per ___________________________
HVAC ___________________________	Per ___________________________
Adver/Promo ___________________________	Per ___________________________
	Per ___________________________
	Per ___________________________
Management ___________________________	Per ___________________________

I-1

Renewal Options

Term ___________________________	SF ___________________________
Minimum rent ___________________________	Gross Rentable ___________________________
% Rent ___________________________	Net Rentable ___________________________

Landlord Costs

Alterations: ___________________________

Commissions: ___________________________

Moving Allowances: ___________________________

Buyout Clauses: ___________________________

Other: ___________________________

Building Insurance Requirements

Tenant maintains fire & ED on building(s); will need coverage to renew

Does not furnish building coverage

General liability naming landlord mortgagee as additional insured; will need coverage for review

General liability without mentioning landlord’s mortgagee; do not need coverage

Waiver of Subrogation

N/A

Mutual; will need endorsement

Landlord only; will need endorsement

Tenant only; do not need endorsement

Comments:

Attachments:

Original Lease

Original Subordination Agreement

I-2

EXHIBIT J

MONTHLY SERVICING ACCOUNTS CERTIFICATION

Primary Servicer:

Re: UBS-CCMT Series 2011-C1

Pursuant to the Primary Servicing Agreement(s) between Wells Fargo Bank, National Association and the above named Primary Servicer, I certify with respect to each transaction serviced by us, as noted above, for Wells Fargo Bank, National Association that as of ________________ (Determination Date) all collection accounts and servicing accounts have been properly reconciled and the reconciliations have been reviewed and approved by Primary Servicer’s management, except as otherwise noted below:

EXCEPTIONS:



Servicing Officer			Date

J-1

CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC - FORM 8-K - EX-10.3 - December 28, 2011

Attached files