0001539497-15-000302 Sample Contracts

AMENDED AND RESTATED SUBSERVICING AGREEMENT between KEYCORP REAL ESTATE CAPITAL MARKETS, INC. and BERKADIA COMMERCIAL MORTGAGE LLC
Subservicing Agreement • March 4th, 2015 • COMM 2015-Dc1 Mortgage Trust • Asset-backed securities • New York

THIS AMENDED AND RESTATED SUBSERVICING AGREEMENT (as it may be further amended, supplemented or modified, this “Agreement”), dated and effective as of January 18, 2013 by and between KEYCORP REAL ESTATE CAPITAL MARKETS, INC., an Ohio corporation (together with its successors and assigns permitted under this Agreement, “KRECM”), and BERKADIA COMMERCIAL MORTGAGE LLC, a Delaware limited liability company (together with its successors and assigns permitted under this Agreement, the “Subservicer”).

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UNDERWRITING AGREEMENT
Underwriting Agreement • March 4th, 2015 • COMM 2015-Dc1 Mortgage Trust • Asset-backed securities • New York

real estate mortgage investment conduit (“REMIC”) elections will be made with respect to the Trust Fund for federal income tax purposes. The Trust Fund is to be created and the Certificates are to be issued pursuant to a pooling and servicing agreement (the “Pooling and Servicing Agreement”) to be dated as of March 1, 2015 by and among the Company, as depositor, KeyBank National Association, as master servicer (the “Master Servicer”), Rialto Capital Advisors, LLC, as special servicer (the “Special Servicer”), Wells Fargo Bank, National Association (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), paying agent and custodian, and Park Bridge Lender Services LLC, as operating advisor (the “Operating Advisor”, and together with the Master Servicer, the Special Servicer, the Trustee and the Certificate Administrator, collectively the “Transaction Parties,” and each, a “Transaction Party”). Capitalized terms used herein but not

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