Exhibit 10.1

EXECUTION VERSION

November 1, 2013

ACRC 2013-FL1 DEPOSITOR LLC,
as Depositor,

WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Master Servicer,

ARES COMMERCIAL REAL ESTATE SERVICER LLC,
as Special Servicer,

U.S. BANK NATIONAL ASSOCIATION,
as Trustee,

U.S. BANK NATIONAL ASSOCIATION,
as Certificate Administrator, Paying Agent and Custodian,

and

TRIMONT REAL ESTATE ADVISORS, INC.,
as Trust Advisor

POOLING AND SERVICING AGREEMENT

ACRE COMMERCIAL MORTGAGE TRUST 2013-FL1, COMMERCIAL MORTGAGE
PASS-THROUGH CERTIFICATES, SERIES 2013-FL1

TABLE OF CONTENTS

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TABLE OF EXHIBITS

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POOLING AND SERVICING AGREEMENT, dated as of November 1, 2013, among ACRC 2013-FL1 DEPOSITOR LLC, as Depositor, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Master Servicer, ARES COMMERCIAL REAL ESTATE SERVICER LLC, as Special Servicer, U.S. BANK NATIONAL ASSOCIATION, as Trustee, U.S. BANK NATIONAL ASSOCIATION, as Certificate Administrator, Paying Agent and Custodian, and TRIMONT REAL ESTATE ADVISORS, INC., as Trust Advisor.

PRELIMINARY STATEMENT:

(Terms used but not defined in this Preliminary Statement shall have
the meanings specified in Article I hereof)

The Depositor intends to sell pass-through certificates to be issued hereunder in multiple Classes which in the aggregate will evidence the entire beneficial ownership interest in the Trust Fund consisting primarily of the Trust Assets.

The Trustee shall elect that two segregated asset pools within the Trust Fund be treated for federal income tax purposes as two separate real estate mortgage investment conduits (each, a “REMIC” and, in the alternative, the “Lower-Tier REMIC” and the “Upper-Tier REMIC,” respectively, and, together, the “Trust REMICs”).

The Lower-Tier REMIC will hold the Trust Assets (other than the Excluded Fees) and certain other related assets subject to this Agreement, and will issue (i) the uncertificated Lower-Tier Regular Interests set forth in the table below, which are designated as classes of “regular interests” in the Lower-Tier REMIC and (ii) the Class LR Certificates, which are designated as the sole class of residual interests in the Lower-Tier REMIC.

The Upper-Tier REMIC will hold the uncertificated Lower-Tier Regular Interests and certain other related assets subject to this Agreement and will issue the following Classes:  (i) the Class A, Class B and Class C Certificates, (ii) the uncertificated regular interests represented by the Class D, Class E, Class F and Class G Certificates (such Certificates, the “Additional Interest Certificates”) and (iii) the uncertificated regular interests represented by the Class X Certificates, all of which are designated as classes of “regular interests” in the Upper-Tier REMIC (the “Upper-Tier Regular Interests”) and (v) the Class R Certificates, which are designated as the sole class of residual interests in the Upper Tier REMIC.

The following portions of the Trust Fund will constitute a grantor trust (“Grantor Trust”) for federal income tax purposes:  (i) the uncertificated Class D, Class E, Class F and Class G Regular Interests, (ii)  the right of the Additional Interest Certificates to receive monthly distributions pursuant to Section 4.01(c) with respect to Additional Interest Accrual Amounts, (iii) related amounts in the Additional Interest Certificate Account and (iv) the uncertificated Class X Regular Interest.  The Grantor Trust assets described in clauses (i), (ii) and (iii) of the immediately preceding sentence in each case, will be beneficially owned by the holders of the related Class of Additional Interest Certificates, and the Grantor Trust asset described in clause (iv) of that sentence will be beneficially owned by holders of the Class X Certificates, subject to the obligation to pay Additional Interest Accrual Amounts.

Each Trust Asset identified in the Trust Asset Schedule is a fully-funded pari passu participation in a Mortgage Loan.  Each Mortgage Loan consists of the related Trust Asset and a pari passu future funding companion participation (each, a “Companion Participation”) that will not be an asset of the Trust Fund.  The rights and obligations of the holder of each Trust Asset and the related Companion Participation are governed by a participation agreement (each, a “Participation Agreement”).

The following table sets forth the Class designation and Certificate Balance or Notional Balance of each Class of Certificates (the “Corresponding Certificates”) or corresponding Upper-Tier Regular Interest (the “Corresponding Upper-Tier Regular Interest”), the initial Certificate Balance or Notional Balance of each Class of Certificates or Upper-Tier Regular Interest, and the corresponding Lower-Tier Regular Interest (the “Corresponding Lower- Tier Regular Interest”).

(1)         Notional Balance.

The following table sets forth the Class designation and initial Lower-Tier Principal Balance of each Class of Lower-Tier Regular Interest.

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The initial Certificate Balance of each of the Class R and Class LR Certificates is zero.  Additionally, neither the Class R nor Class LR Certificates have a Notional Balance.  The Certificate Balance of any Class of Certificates outstanding at any time represents the maximum amount which holders thereof are entitled to receive as distributions allocable to principal from the cash flow on the Trust Assets and the other assets in the Trust Fund; provided, however, that if amounts were previously allocated as Realized Losses to a Class of Certificates in reduction of the Certificate Balance thereof, then (even after the reduction of the Certificate Balance of such Class to zero) such Class may receive distributions in reimbursement of such allocated amounts in accordance with the priorities set forth in Section 4.01 of this Agreement.

As of the Cutoff Date, the Trust Assets have an aggregate Stated Principal Balance equal to approximately $493,782,965.

In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Trust Advisor and the other parties hereto hereby agree as follows:

ARTICLE I.

DEFINITIONS

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

“122a Retained Interest”:  As defined in Section 5.07(b)(i) of this Agreement.

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

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

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

“17g-5 Information Provider’s Website”:  The internet website of the 17g-5 Information Provider, initially located at www.usbank.com/abs, under the “Rating Agency (17g5)” tab of the respective transaction, access to which is limited to NRSROs who have provided an NRSRO Certification to the 17g-5 Information Provider.

“Acceptable Insurance Default”:  With respect to any Mortgage Loan, any Default arising when the related Mortgage Loan Documents require that the related Borrower must maintain standard extended coverage casualty insurance or other insurance that covers acts of terrorism and the Special Servicer has determined, in accordance with the Servicing Standard and, unless a Control Termination Event has occurred and is continuing, with the consent of the Directing Holder, that either (i) such insurance is not available at any rate, or (ii) such insurance is not available at commercially reasonable rates and the subject hazards are not at the time commonly insured against by for properties similar to the Mortgaged Property and located in or around the geographic region in which such Mortgaged Property is located (but only by reference to such insurance that has been obtained by such owners at current market rates);

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provided, however, that the Directing Holder will not have more than 30 days to respond to the Special Servicer’s request for consent; provided, further, that upon the Special Servicer’s determination, consistent with the Servicing Standard, that exigent circumstances do not allow the Special Servicer to consult with the Directing Holder, the Special Servicer will not be required to do so.  In making this determination, the Special Servicer, to the extent consistent with the Servicing Standard, may rely on the opinion of an insurance consultant (at the expense of the Trust Fund).

“Actual/360 Basis”:  The accrual of interest calculated on the basis of the actual number of days elapsed in each Interest Accrual Period or Mortgage Loan Interest Period, as applicable, and a 360-day year.

“Actual/360 Mortgage Loans”:  The Trust Assets indicated as such in the Trust Asset Schedule and the related Companion Participation.

“Additional Interest Accrual Amount”:  With respect to a Class of the Additional Interest Certificates for any Distribution Date, an amount equal to the excess, if any, of (i) interest accrued on the Certificate Balance of the applicable Class of Certificates at its Pass-Through Rate (computed without regard to the Net WAC Rate limitation) during the related Interest Accrual Period, over (ii) interest accrued on such Certificate Balance at the Net WAC Rate during such Interest Accrual Period.

“Additional Interest Certificates”:  As set forth in the Preliminary Statement.

“Additional Interest Certificate Account”:  The account established and maintained by the Certificate Administrator for the benefit of the holders of the Additional Interest Certificates pursuant to Section 3.05(j), which account shall be a separate Eligible Account or a subaccount of the Distribution Account entitled “U.S. Bank National Association, as Certificate Administrator on behalf of U.S. Bank National Association, as trustee, in trust for the holders of ACRE Commercial Mortgage Trust 2013-FL1, Commercial Mortgage Pass-Through Certificates, Additional Interest Certificate Account.”  Funds in the Additional Interest Certificate Account shall be held for the benefit of the Certificateholders for the uses and purposes set forth in this Agreement.  The Additional Interest Certificate Account shall be an asset of the Grantor Trust.

“Additional Servicer”:  Each Affiliate of the Master Servicer, the Special Servicer, the Trust Asset Seller or the Placement Agents (other than an Affiliate of any such party acting in the capacity of the Trust Asset Seller Sub-Servicer), that Services any of the Trust Assets, and each Person, other than the Special Servicer, who is not an Affiliate of any of the Master Servicer, the Trust Asset Seller or the Placement Agents, who Services 10% or more of the Trust Assets (based on their Stated Principal Balance).

“Additional Trust Fund Expense”:  (i) Special Servicing Fees, Workout Fees and Liquidation Fees, (ii) interest in respect of unreimbursed Advances, (iii) the cost of various default-related or unanticipated Opinions of Counsel required or permitted to be obtained in connection with the servicing of the Mortgage Loans and the administration of the Trust Fund, (iv) unanticipated, non-Mortgage Loan specific expenses of the Trust Fund, including

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indemnities and expense reimbursements to the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Trust Advisor and the Depositor and federal, state and local taxes, and tax-related expenses, specifically payable out of the Trust Fund and (v) any other default-related or unanticipated expense of the Trust Fund with respect to any Mortgage Loan that is not covered by an Advance or a corresponding collection from the related Borrower in accordance with the related Mortgage Loan Documents.

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

“Advance Interest Amount”:  Interest at the Advance Rate on the aggregate amount of P&I Advances and Property Advances for which the Master Servicer, the Special Servicer or the Trustee, as applicable, has not been reimbursed for the number of days from the date on which such Advance was made to the date of reimbursement of the related Advance, less any amount of interest previously paid on such Advance; provided that if, during any Collection Period in which an Advance was made, the related Borrower makes payment of an amount in respect of which such Advance was made with interest at the Default Rate or a late payment fee, the Advance Interest Amount payable to the Master Servicer, the Special Servicer or the Trustee shall be paid first, from the amount of Default Interest on the related Mortgage Loan actually paid by such Borrower, second, from late payment charges on such Mortgage Loan actually paid by the related Borrower, and third, upon determining in accordance with the Servicing Standard that such Advance Interest Amount is not recoverable from the amounts described in first or second, from other amounts on deposit in the Collection Account, provided, further, that with respect to any Advance made prior to the expiration of the related grace period, interest on such Advance will accrue only from and after the expiration of such grace period.

“Advance Rate”:  A per annum rate equal to the Prime Rate.  Interest at the Advance Rate will accrue from (and including) the date on which the related Advance is made or the related expense incurred to (but excluding) the date on which such amounts are recovered out of amounts received on the Mortgage Loan as to which such Advances were made or servicing expenses incurred or the first Servicer Remittance Date after a determination of non-recoverability, as the case may be, is made, provided that such interest at the Advance Rate will continue to accrue to the extent funds are not available in the Collection Accounts for such reimbursement of such Advance; provided, further, that with respect to any Advance made prior to the expiration of the related grace period, interest on such Advance will accrue only from and after the expiration of such grace period.

“Adverse REMIC Event”:  Any action, that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of either Trust REMIC as a REMIC or (ii) result in the imposition of a tax upon either Trust REMIC or the Trust Fund (including but not limited to the tax on “prohibited transactions” as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code, but not including the tax on “net income from foreclosure property”).

“Affiliate”:  With respect to any specified Person, any other Person controlling or controlled by or under common control with such specified Person.  For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the

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ownership of voting securities, by contract or otherwise, and the terms “controlling” and “controlled” have meanings correlative to the foregoing.  The Trustee and the Certificate Administrator may obtain and rely on an Officer’s Certificate of the Master Servicer, the Special Servicer, the Trust Advisor or the Depositor to determine whether any Person is an Affiliate of such party.

“Affiliated Person”:  Any Person (other than a Rating Agency) involved in the organization or operation of the Depositor or an affiliate, as defined in Rule 405 of the Securities Act, of such Person.

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

“Aggregate Additional Interest Distribution Amount”:  For any Distribution Date, the lesser of (x) the aggregate of the Additional Interest Accrual Amounts, if any, for the Additional Interest Certificates and (y) the Class X Interest Accrual Amount.

“Aggregate Principal Distribution Amount”: For any Distribution Date, the aggregate of the Principal Distribution Amounts with respect to the Trust Assets for such Distribution Date.

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

“Annual Compliance Report”:  A report consisting of an annual statement of compliance required by Section 3.32 of this Agreement and an annual report of an Independent accountant required pursuant to Section 3.33 of this Agreement.

“Annual Debt Service”: For any Mortgage Loan, the related Mortgage Interest Rate multiplied by the outstanding Stated Principal Balance for such Mortgage Loan.

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

“Applicable Procedures”:  As defined in Section 5.02(c)(ii)(A) of this Agreement.

“Applicable Regulation”:  As defined in Section 5.07(a) of this Agreement.

“Applicable State and Local Tax Law”:  For purposes hereof, the Applicable State and Local Tax Law shall be (a) the tax laws of the State of New York and (b) such state or local tax laws whose applicability shall have been brought to the attention of the Certificate Administrator by either (i) an opinion of counsel delivered to it or (ii) written notice from the appropriate taxing authority as to the applicability of such state or local tax laws.

“Appraisal”:  With respect to any Mortgaged Property, an appraisal prepared by an Independent MAI appraiser with at least five years experience in appraising properties of like kind, similar size, quality and condition and in the same area.

“Appraised-Out Class”: As defined in Section 3.10.

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“Appraisal Reduction Amount”:  For any Distribution Date and for any Mortgage Loan as to which any Appraisal Reduction Event has occurred, subject to Section 3.10(a), an amount calculated by the Special Servicer (and, if no Consultation Termination Event has occurred and is continuing, in consultation with the Directing Holder, and, if a Control Termination Event has occurred and is continuing, in consultation with the Trust Advisor to the extent set forth in Section 3.35(f) of this Agreement) by the first Determination Date following the date the Special Servicer receives the required Appraisal (and thereafter by the first Determination Date following any change in the amounts set forth in the following equation) and equal to the excess, if any, of (a) the sum of (without duplication) (i) the Stated Principal Balance of such Mortgage Loan, plus (ii) to the extent not previously advanced by the Master Servicer or the Trustee, all unpaid interest on such Mortgage Loan at a per annum rate equal to the related Mortgage Loan, plus (iii) all unreimbursed Property Advances and the principal portion of all unreimbursed P&I Advances, and all unpaid interest on Advances at the Advance Rate, in respect of such Mortgage Loan, plus (iv) any other unpaid Additional Trust Fund Expenses in respect of such Mortgage Loan (but subject to the provisions of Section 1.02(e) of this Agreement), plus (v) all currently due and unpaid real estate taxes, ground rents and assessments and insurance premiums (net of any escrows or reserves therefor) and all other amounts (excluding principal, contingent interest, Penalty Charges, Exit Fees, Prepayment Premiums and any similar amounts) due and unpaid with respect to such Mortgage Loan (which taxes, premiums (net of any escrows or reserves therefor) and other amounts that have not been the subject of an Advance by the Master Servicer or the Trustee, as applicable), over (b) the sum of (without duplication) (i) 90% of the sum of the appraised values (net of any prior mortgage liens) of the related Mortgaged Properties securing such Mortgage Loan as determined by Updated Appraisals obtained by the Special Servicer (the costs of which shall be paid by the Master Servicer as a Property Advance) minus any downward adjustments the Special Servicer deems appropriate in accordance with the Servicing Standard (without implying any duty to do so) based upon its review of the Appraisal and any other information it may deem appropriate, plus (ii) all escrows, letters of credit and reserves (other than escrows and reserves for taxes, ground rents, assessments and insurance), plus (iii) all insurance and casualty proceeds and condemnation awards that constitute collateral for the related Mortgage Loan (whether paid or then payable by any insurance company or government authority).

On the first Distribution Date occurring on or after the delivery of an Updated Appraisal, the Special Servicer shall adjust the Appraisal Reduction Amount to take into account such Updated Appraisal.  Each Appraisal Reduction Amount shall also be adjusted to take into account any subsequent Updated Appraisal and any annual letter updates, as of the date of each such Updated Appraisal or letter update, as applicable.

Notwithstanding anything herein to the contrary, the Appraisal Reduction Amount related to a Mortgage Loan or the related REO Property will be reduced to zero as of the date the related Mortgage Loan is paid in full, or the related Trust Asset is liquidated, repurchased or otherwise removed from the Trust Fund. In addition, with respect to any Mortgage Loan as to which an Appraisal Reduction Event has occurred, such Mortgage Loan will no longer be subject to the Appraisal Reduction Amount if (a) such Mortgage Loan has become a Corrected Mortgage Loan (if a Servicing Transfer Event had occurred with respect to the related Mortgage Loan) and (b) no other Appraisal Reduction Event has occurred and is continuing.

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The Participations related to a Mortgage Loan will be treated as a single Mortgage Loan for purposes of calculating an Appraisal Reduction Amount with respect to such Mortgage Loan.  Any Appraisal Reduction Amount in respect of a Mortgage Loan shall be deemed allocated on a pro rata and pari passu basis as between the Trust Asset and the related Companion Participation (based on the Trust Asset’s and related Companion Participation’s Stated Principal Balance), provided that any amounts that are not payable by, or allocable to, the Companion Participation Holder pursuant to the related Participation Agreement shall be allocated solely to the Trust Asset and not to the Companion Participation.

“Appraisal Reduction Event”:  With respect to any Mortgage Loan, the earliest of (i) the date on which such Mortgage Loan becomes a Modified Mortgage Loan, (ii) the 90th day following the occurrence of any uncured Delinquency in Monthly Payments with respect to such Mortgage Loan, (iii) receipt of notice that the related Borrower has filed a bankruptcy petition or the date on which a receiver is appointed and continues in such capacity in respect of a Mortgaged Property securing such Mortgage Loan or the 90th day after the related Borrower becomes the subject of involuntary bankruptcy proceedings and such proceedings are not dismissed in respect of a Mortgaged Property securing such Mortgage Loan, (iv) the date on which the Mortgaged Property securing such Mortgage Loan becomes an REO Property and (v) with respect to a Balloon Loan, a payment default shall have occurred with respect to the related Balloon Payment; provided, however, if (a) the related Borrower is diligently seeking a refinancing commitment (and delivers a statement to that effect to the Master Servicer within 30 days after the default, who shall promptly deliver a copy to the Special Servicer, the Trust Advisor and the Directing Holder (but only if no Consultation Termination Event has occurred and is continuing)), (b) the related Borrower continues to make its Assumed Scheduled Payment, (c) no other Appraisal Reduction Event has occurred with respect to that Mortgage Loan and (d)  for so long as no Control Termination Event has occurred and is continuing, the Directing Holder consents, an Appraisal Reduction Event will not occur until 90 days beyond the related Maturity Date, unless extended by the Special Servicer in accordance with the Mortgage Loan Documents or this Agreement; and provided, further, if the related Borrower has delivered to the Master Servicer, who shall promptly deliver a copy to the Special Servicer, the Trust Advisor and the Directing Holder (but only if no Consultation Termination Event has occurred and is continuing), on or before the 90th day after the related Maturity Date, a refinancing commitment reasonably acceptable to the Special Servicer, and the Borrower continues to make its Assumed Scheduled Payments (and no other Appraisal Reduction Event has occurred with respect to that Trust Asset), an Appraisal Reduction Event will not occur until the earlier of (1) 120 days beyond the related Maturity Date (or extended maturity date) and (2) the termination of the refinancing commitment.  The Special Servicer shall notify the Master Servicer promptly upon the occurrence of any of the foregoing events with respect to any Specially Serviced Mortgage Loan.

“Article 122a”:  Article 122a of European Union Directive 2006/48/EC (as implemented by the Member States of the EEA), as the same may be amended, supplemented or replaced from time to time.

“Articles 404-410”: Articles 404-410 (inclusive) of European Union Regulation 575/2013.

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

“Asset Status Report”:  As defined in Section 3.23(e) of this Agreement.

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

“Assignment of Mortgage”:  An Assignment of Mortgage without recourse, notice of transfer or equivalent instrument, in recordable form, which is sufficient under the laws of the jurisdiction in which the related Mortgaged Property is located to reflect of record the sale of the Mortgage, which assignment, notice of transfer or equivalent instrument may be in the form of one or more blanket assignments covering Mortgages encumbering Mortgaged Properties located in the same jurisdiction, if permitted by law and acceptable for recording.

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

“Assumption Fees”:  Any fees collected by the Master Servicer or the Special Servicer in connection with an assumption of a Mortgage Loan or related substitution of a Borrower (or an interest therein) thereunder (in each case, as permitted or set forth in the related Mortgage Loan Documents or under the provisions of this Agreement).

“Authenticating Agent”:  Any authenticating agent appointed by the Certificate Administrator pursuant to Section 3.18 of this Agreement.

“Available Funds”:  For a Distribution Date, the sum of (i) all previously undistributed Monthly Payments allocated to the Trust Assets or other receipts on account of principal and interest on or in respect of the Trust Assets (including, but not limited to, Unscheduled Payments, Net REO Proceeds transferred from a Mortgage Loan REO Account pursuant to Section 3.15(b) of this Agreement and Prepayment Premiums, if any, but excluding any Excess Liquidation Proceeds) received by or on behalf of the Master Servicer in or prior to the Collection Period relating to such Distribution Date, (ii) all P&I Advances made by the Master Servicer or the Trustee, as applicable, in respect of the Trust Assets for such Distribution Date,

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(iii) all other amounts received by the Master Servicer allocated to the Trust Assets in such Collection Period (including the portion of Loss of Value Payments deposited into the Collection Account pursuant to Section 3.06(e) of this Agreement) and required to be placed in the Collection Account by the Master Servicer pursuant to Section 3.05 of this Agreement and (iv)  any Master Servicer Prepayment Interest Shortfalls remitted by the Master Servicer to the Collection Account in connection with such Distribution Date; but excluding the following (in no order of priority):

(a)                                 all amounts permitted to be used to reimburse the Master Servicer, the Special Servicer or the Trustee, as applicable, for previously unreimbursed Advances and Workout-Delayed Reimbursement Amounts and interest thereon as described in Section 3.06 of this Agreement;

(b)                                 the aggregate amount of the Servicing Fee, the Trustee/Certificate Administrator Fee, the Trust Advisor Fee, any Trust Advisor Consulting Fee (to the extent such fee is actually received from a Borrower), CREFC® License Fee, Net Prepayment Interest Excess, Net Default Interest, late payment charges (to the extent not applied to the reimbursement of Advance Interest Amounts and/or Additional Trust Fund Expenses as provided in Section 3.06 of this Agreement), Assumption Fees, Modification Fees, loan service transaction fees, demand fees, beneficiary statement charges and similar fees, in the case of all of the foregoing, which the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee is entitled to retain as Servicing Compensation, Special Servicing Compensation or other compensation, as applicable, together with interest on Advances to the extent provided herein, and interest or investment earnings on payments received with respect to the Trust Assets that the Master Servicer, the Special Servicer or the Certificate Administrator are entitled to receive as additional servicing compensation or other compensation, as applicable, in each case in respect of such Distribution Date;

(c)                                  all amounts representing scheduled Monthly Payments allocated to the Trust Assets due on a Due Date after the end of the related Collection Period;

(d)                                 all amounts representing certain fees and expenses, including indemnity amounts, reimbursable or payable to the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, CREFC® or the Trust Advisor and other amounts permitted to be retained by the Master Servicer or withdrawn by the Master Servicer from the Collection Account or by the Certificate Administrator from the Distribution Account to the extent expressly set forth in this Agreement (including, without limitation, as provided in Section 3.06 of this Agreement and including any indemnities provided for herein), including interest thereon as expressly provided in this Agreement;

(e)                                  all amounts received with respect to each Trust Asset previously purchased, repurchased or replaced from the Trust Fund pursuant to or as contemplated by Section 2.03(e), Section 3.16 or Section 9.01 of this Agreement or the Purchase Agreement during the related Collection Period and subsequent to the date as of which such Trust Asset was purchased, repurchased or replaced;

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(f)                                   the amount reasonably determined by the Certificate Administrator to be necessary to pay any applicable federal, state or local taxes imposed on the Upper-Tier REMIC or the Lower-Tier REMIC under the circumstances and to the extent described in Section 4.05 of this Agreement;

(g)                                  any Excluded Fees; and

(h)                                 any amounts allocable to any Companion Participation in accordance with the related Participation Agreement.

“Balloon Loan”:  Any Mortgage Loan that requires a payment of principal on the maturity date in excess of its constant Monthly Payment.

“Balloon Payment”:  With respect to each Balloon Loan, the payment due on its Maturity Date.

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

“Bid Allocation”:  With respect to the Master Servicer and each Sub-Servicer therefor and the proceeds of any bid pursuant to Section 7.01(a) of this Agreement, the amount of such proceeds (net of any expenses incurred in connection with such bid and the transfer of servicing), multiplied by a fraction equal to (a) the Servicing Fee Amount for the Master Servicer or such Sub-Servicer therefor, as the case may be, as of such date of determination, over (b) the aggregate of the Servicing Fee Amounts for the Master Servicer and all Sub-Servicers therefor as of such date of determination.

“Book-Entry Certificate”: Any Certificate registered in the name of the Depository or its nominee.

“Borrower”:  With respect to any Mortgage Loan, any obligor or obligors on any related Note or Notes, including in connection with a Trust Asset that utilizes an indemnity deed of trust structure, the borrower and the Mortgaged Property owner, payment guarantor, or mortgagor, individually and collectively, as the context may require.

“Borrower Accounts”:  With respect to any Mortgage Loan, any related Lock-Box Account, Cash Management Account or Reserve Account.

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

“Business Day”:  Any day other than a Saturday and a Sunday, or any day on which banking institutions in the State of New York, the State of California, the State of Georgia, the State of North Carolina, the State of Illinois and the State of Minnesota, the city in which the

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principal servicing office of the Master Servicer or the Special Servicer is located or the city in which the corporate trust office of the Trustee or the Certificate Administrator is located are authorized or obligated by law or executive order to be closed.

“Calculation Rate”:  A discount rate appropriate for the type of cash flows being discounted, namely (i) for principal and interest payments on any Mortgage Loan or Trust Asset or sale of a Defaulted Trust Asset, applicable Mortgage Rate and (ii) for all other cash flows, including property cash flow, the “discount rate” set forth in the most recent related Appraisal (or Updated Appraisal).

“Cash Management Account”:  With respect to any Mortgage Loan that has a Lock-Box Account, any account or accounts created pursuant to the related Mortgage, Loan Agreement, Cash Management Account Agreement or other Mortgage Loan Document into which the Lock-Box Account monies are swept on a regular basis for the benefit of the Trustee as successor to the Trust Asset Seller.  Any Cash Management Account shall be beneficially owned for federal income tax purposes by the Person who is entitled to receive all reinvestment income or gain thereon in accordance with the terms and provisions of the related Trust Asset and Section 3.07 of this Agreement, which Person shall be taxed on all reinvestment income or gain thereon in accordance with the terms of the related Mortgage Loan.  The Master Servicer shall be permitted to make withdrawals therefrom for deposit into the Mortgage Loan Collection Account.  To the extent not inconsistent with the terms of the related Mortgage Loan Documents, each such Cash Management Account shall be an Eligible Account.

“Cash Management Account Agreement”:  With respect to any Mortgage Loan, the cash management account agreement, if any, between the related Originator and the related Borrower, pursuant to which the related Cash Management Account, if any, may have been established.

“Certificate”:  Any Class A, Class X, Class B, Class C, Class D, Class E, Class F, Class G, Class R or Class LR Certificate issued, authenticated and delivered hereunder.

“Certificate Administrator”:  U.S. Bank National Association, a national banking association, in its capacity as Certificate Administrator, or its successor in interest, or any successor Certificate Administrator appointed as herein provided.

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

“Certificate Balance”:  With respect to any Class of Certificates (other than the Class X, Class R and Class LR Certificates), or Upper-Tier Regular Interest bearing the same alphabetical designation (a) on or prior to the first Distribution Date, an amount equal to the aggregate initial Certificate Balance of such Class, as specified in the Preliminary Statement to this Agreement, and (b) as of any date of determination after the first Distribution Date, the Certificate Balance of such Class of Certificates or Corresponding Upper-Tier Regular Interest on the Distribution Date immediately prior to such date of determination less any distributions allocable to principal and any allocations of Realized Losses, as applicable, made thereon on such prior Distribution Date.

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“Certificate Custodian”:  Initially, the Certificate Administrator; thereafter, any other Certificate Custodian acceptable to the Depository and selected by the Certificate Administrator.

“Certificate Register” and “Certificate Registrar”:  The register maintained and the registrar appointed pursuant to Section 5.02 of this Agreement.

“Certificateholder”:  The Person whose name is registered in the Certificate Register, subject to the following:

(a)                                 except as provided in clauses (b) and (d), for the purpose of giving any consent or taking any action pursuant to this Agreement, any Certificate beneficially owned by the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee (in its individual capacity), a Manager, Trust Advisor or a Borrower or any Person known to a Responsible Officer of the Certificate Registrar to be an Affiliate of any thereof shall be deemed not to be outstanding and the Voting Rights to which it is entitled shall not be taken into account in determining whether the requisite percentage of Voting Rights necessary to effect any such consent or take any such action has been obtained;

(b)                                 for purposes of obtaining the consent of Certificateholders to an amendment of this Agreement, any Certificates beneficially owned by the Master Servicer, the Special Servicer or the Trust Advisor or an Affiliate thereof shall be deemed to be outstanding, provided such amendment does not relate to compensation of the Master Servicer, the Special Servicer or the Trust Advisor or otherwise benefit the Master Servicer, Special Servicer or Trust Advisor (each in its capacity as such) or any Affiliate thereof (other than solely in its capacity as Certificateholder) in any material respect;

(c)                                  except as provided in clause (d) below, for purposes of obtaining the consent of Certificateholders to any action proposed to be taken by the Special Servicer with respect to a Specially Serviced Mortgage Loan, any Certificates beneficially owned by the Special Servicer or an Affiliate thereof shall be deemed not to be outstanding;

(d)                                 for the purpose of exercising its rights as a member of the Controlling Class, any Certificate beneficially owned by the Special Servicer or an Affiliate thereof will be deemed outstanding; and

(e)                                  for purposes of providing or distributing any reports, statements or other information required or permitted to be provided to a Certificateholder hereunder, a Certificateholder shall include any Beneficial Owner, or (subject to the execution of an Investor Certification) any Person identified by a Beneficial Owner as a prospective transferee of a Certificate beneficially owned by such Beneficial Owner, but only if the Certificate Administrator or another party hereto furnishing such report, statement or information has been provided with the name of the Beneficial Owner of the related Certificate or the Person identified as a prospective transferee thereof.  For purposes of the foregoing, the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Paying Agent, the Trust Advisor or other such Person may rely, without limitation, on a Depository Participant listing from the Depository or statements furnished by a Person that on their face appear to be

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statements from a Depository Participant to such Person indicating that such Person beneficially owns Certificates.

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

“Certifying Servicer”:  As defined in Section 3.31 of this Agreement.

“Class”:  With respect to the Certificates, all of the Certificates bearing the same alphabetical Class designation and each separately designated Upper-Tier Regular Interest and Lower-Tier Regular Interest.

“Class A Certificate”:  Any one of the Certificates with a “Class A” designation on the face thereof, executed and authenticated by the Certificate Administrator or the Authenticating Agent on behalf of the Depositor in substantially the form of Exhibit A-1 to this Agreement.

“Class A Pass-Through Rate”:  A per annum rate equal to LIBOR plus 1.250%.

“Class B Certificate”:  Any one of the Certificates with a “Class B” designation on the face thereof, executed and authenticated by the Certificate Administrator or the Authenticating Agent on behalf of the Depositor in substantially the form of Exhibit A-4 to this Agreement.

“Class B Pass-Through Rate”:  A per annum rate equal to LIBOR plus 2.100%.

 “Class C Certificate”:  Any one of the Certificates with a “Class C” designation on the face thereof, executed and authenticated by the Certificate Administrator or the Authenticating Agent on behalf of the Depositor in substantially the form of Exhibit A-5 to this Agreement.

“Class C Pass-Through Rate”:  A per annum rate equal to LIBOR plus 3.000%.

 “Class D Certificate”:  Any one of the Certificates with a “Class D” designation on the face thereof, executed and authenticated by the Certificate Administrator or the Authenticating Agent on behalf of the Depositor in substantially the form of Exhibit A-6 to this Agreement.

“Class D Pass-Through Rate”:  A per annum rate equal to the lesser of (i) LIBOR plus 4.4000% and (ii) the Net WAC Rate for each Interest Accrual Period.

“Class D Regular Interest”:  The uncertificated Upper-Tier Regular Interest represented by the Class D Certificates.

“Class E Certificate”:  Any one of the Certificates with a “Class E” designation on the face thereof, executed and authenticated by the Certificate Administrator or the Authenticating Agent on behalf of the Depositor in substantially the form of Exhibit A-7 to this Agreement.

“Class E Pass-Through Rate”:  A per annum rate equal to the lesser of (i) LIBOR plus 5.448% and (ii) the Net WAC Rate for each Interest Accrual Period.

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“Class E Regular Interest”:  The uncertificated Upper-Tier Regular Interest represented by the Class E Certificates.

“Class F Certificate”:  Any one of the Certificates with a “Class F” designation on the face thereof, executed and authenticated by the Certificate Administrator or the Authenticating Agent on behalf of the Depositor in substantially the form of Exhibit A-8 to this Agreement.

“Class F Pass-Through Rate”:  A per annum rate equal to the lesser of (i) LIBOR plus 5.750% and (ii) the Net WAC Rate for each Interest Accrual Period.

“Class F Regular Interest”:  The uncertificated Upper-Tier Regular Interest represented by the Class F Certificates.

“Class G Certificate”: Any one of the Certificates with a “Class G” designation on the face thereof, executed and authenticated by the Certificate Administrator or the Authenticating Agent on behalf of the Depositor in substantially the form of Exhibit A-9 to this Agreement.

“Class G Pass-Through Rate”: A per annum rate equal to the lesser of (i) LIBOR plus 5.750% and (ii) the Net WAC Rate for each Interest Accrual Period; provided that the Class G Pass-Through Rate for the initial Interest Accrual Period shall equal 1.8123%.

“Class G Regular Interest”: The uncertificated Upper-Tier Regular Interest represented by the Class G Certificates.

“Class LA Interest,” “Class LB Interest,” “Class LC Interest,” “Class LD Interest,” “Class LE Interest,” “Class LF Interest” and “Class LG Interest”:  Each, an uncertificated regular interest in the Lower-Tier REMIC entitled to monthly distributions payable thereto pursuant to Section 4.01 of this Agreement.

“Class LR Certificate”:  Any one of the Certificates with a “Class LR” designation on the face thereof, executed and authenticated by the Certificate Administrator or the Authenticating Agent on behalf of the Depositor in substantially the form of Exhibit A-11 to this Agreement.  The Class LR Certificates have no Pass-Through Rate, Certificate Balance or Notional Balance.

“Class R Certificate”:  Any one of the Certificates with a “Class R” designation on the face thereof, executed and authenticated by the Certificate Administrator or the Authenticating Agent on behalf of the Depositor in substantially the form of Exhibit A-10 to this Agreement.  The Class R Certificates have no Pass-Through Rate, Certificate Balance or Notional Balance.

“Class X Certificate”:  Any one of the Certificates with a “Class X” designation on the face thereof, executed and authenticated by the Certificate Administrator or the Authenticating Agent on behalf of the Depositor in substantially in the form of Exhibit A-2 to this Agreement.

“Class X Interest Accrual Amount”:  For each Distribution Date, the interest accrued during the related Interest Accrual Period on the outstanding Notional Balance of the Class X Certificates immediately prior to such Distribution Date at the Class X Interest Rate.

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“Class X Interest Distribution Amount”:  For any Distribution Date, shall equal (1) the Class X Interest Accrual Amount for such Distribution Date, plus (2) any Prepayment Premiums received during the related Collection Period, plus (3) any Net Prepayment Interest Excess for such Distribution Date, minus (4) any Net Prepayment Interest Shortfall for such Distribution Date, minus (5) the Aggregate Additional Interest Distribution Amount payable on such Distribution Date.

“Class X Interest Rate”: With respect to the Interest Accrual Period related to each Distribution Date, a per annum rate equal to the excess, if any, of (1) the Net WAC Rate for such Interest Accrual Period over (2) the weighted average of the Pass-Through Rates applicable to all of the outstanding Principal Balance Certificates for such Distribution Date (weighted on the basis of their respective Certificate Balances immediately prior to such Distribution Date); provided that the Class X Interest Rate for the initial Interest Accrual Period shall equal 0%.

“Class X Notional Balance”:  As of any date of determination, the sum of the Certificate Balances of the Principal Balance Certificates.

“Class X Regular Interest”:  The uncertificated Upper-Tier Regular Interest represented by the Class X Certificates.

“Clearstream”:  Clearstream Banking Luxembourg, a division of Clearstream International, société anonyme.

“Closing Date”:  November 19, 2013.

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

“Collection Account”:  The segregated account or accounts created and maintained by the Master Servicer pursuant to Section 3.05(a) of this Agreement, which shall be entitled “Wells Fargo Bank, National Association, as Master Servicer for the benefit of U.S. Bank National Association, as Trustee, and the Holders of ACRE Commercial Mortgage Trust 2013-FL1, Commercial Mortgage Pass-Through Certificates, Collection Account” and which must be an Eligible Account.  The Collection Account shall be an asset of the Lower-Tier REMIC.

“Collection Period”:  With respect to any Distribution Date and each Trust Asset, the period that begins immediately following the Determination Date in the calendar month preceding the month in which such Distribution Date occurs (or, in the case of the initial Distribution Date, on the day after the Cutoff Date) and ending at the close of business on the Determination Date in the calendar month in which such Distribution Date occurs; provided that, with respect to the initial Collection Period, interest accrued on the Trust Assets prior to and excluding the Closing Date will not be property of the Issuing Entity and will be required to be remitted to the Trust Asset Seller.

“Commission”:  The Securities and Exchange Commission.

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“Committed”:  With respect to the Wells Fargo Repurchase Facility, amounts that are pre-approved to be funded under the Wells Fargo Repurchase Facility in connection with future advances required to be made under the Future Funding Participations (at a 70% advance rate), subject only to the satisfaction of general conditions precedent in the facility documents.

“Companion Participation”:  As defined in the Preliminary Statement.

“Companion Participation Holder”:  A holder of a Companion Participation.

“Companion Participation Holder Register”:  As defined in Section 3.27(b) of this Agreement.

“Condemnation Proceeds”:  Any awards resulting from the full or partial condemnation or any eminent domain proceeding or any conveyance in lieu or in anticipation thereof with respect to a Mortgaged Property by or to any governmental, quasi-governmental authority or private entity with condemnation powers (other than amounts to be applied to the restoration, preservation or repair of such Mortgaged Property or released to the related Borrower in accordance with the terms of the Mortgage Loan) or any portion of such amounts payable to the related Companion Participation Holder.

“Consolidated Affiliate”:  As defined in Section 5.07(b)(i) of this Agreement.

“Consultation Termination Event”:  With respect to any Trust Asset, at any date on which no Class of Control Eligible Certificates is then outstanding which has a Certificate Balance greater than zero.

“Contingent Interests”:  With respect to any Mortgage Loan, any share of the appreciated value of the collateral property identified in the related Mortgage Loan Documents as a “contingent interest” payable to the lender thereunder; provided, however, that such Contingent Interests shall not be calculated or verified by the Master Servicer.

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

“Control Termination Event”:  With respect to any Trust Asset, at any date on which no Class of Control Eligible Certificates exists that has a Certificate Balance (as notionally reduced by any Appraisal Reduction Amounts allocable to such Class) that is at least equal to 25% of the initial Certificate Balance of that Class.

“Controlling Class”: As of any date of determination, the most subordinate Class of Control Eligible Certificates then outstanding (as reduced by any Realized Losses (but without regard to Appraisal Reduction Amounts) allocable to such class) which has a Certificate Balance greater than zero.  The Controlling Class as of the Closing Date will be the Class G Certificates.

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

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“Controlling Class Representative”:  The Controlling Class Certificateholder (or a representative) selected by more than 50% of the Controlling Class Certificateholders, by Certificate Balance, as determined by the Certificate Registrar from time to time; provided, however, that (i) absent that selection, or (ii) until a majority of the Controlling Class Certificateholders, by Certificate Balance, notify the Certificate Registrar that a new Controlling Class Representative is designated, the current Controlling Class Representative shall continue to be the Controlling Class Representative.  In the event of resignation of a Controlling Class Representative or termination of a Controlling Class Representative and until a new Controlling Class Representative is designated there will not be a Controlling Class Representative and all rights of the Controlling Class Representative will be exercised by the Special Servicer during such time.  The initial Controlling Class Representative shall be ACRC 2013-FL1 Holder LLC.

“Corporate Trust Office”:  The office of the Trustee or the Certificate Administrator, at which at any particular time its corporate trust business shall be principally administered. At the date of this Agreement, the corporate trust office of (i) the Trustee and the Certificate Administrator is located at 190 South LaSalle Street, 7th Floor, Chicago, Illinois 60603, (ii) the Certificate Administrator is located for certificate transfer purposes, at 60 Livingston Avenue, St. Paul, Minnesota 55107, Attention: Bondholder Services — ACRE 2013-FL1 and (iii) with respect to the Custodian, the office of the Custodian located at U.S. Bank Global Trust Services, Attn: Commercial Certifications, 1133 Rankin Street, Suite 100, St. Paul, Minnesota 55116, and for all other purposes except as specifically set forth herein, 190 South LaSalle Street, 7th floor, Chicago, Illinois 60603, Attention: ACRE 2013-FL1.

“Corrected Mortgage Loan”:  As defined under the definition of Specially Serviced Mortgage Loan.

“Corresponding Certificates”:  As defined in the Preliminary Statement with respect to any Corresponding Lower-Tier Regular Interest or Corresponding Upper-Tier Regular Interest, as applicable.

“Corresponding Lower-Tier Regular Interests”:  As defined in the Preliminary Statement with respect to any Class of Corresponding Certificates or Corresponding Upper-Tier Regular Interest, as applicable.

“Corresponding Upper-Tier Regular Interest”:  As defined in the Preliminary Statement with respect to any Corresponding Certificates or Corresponding Lower-Tier Regular Interest, as applicable.

“CREFC®”:  CRE Finance Council, formerly known as Commercial Mortgage Securities Association, or any association or organization that is a successor thereto.  If neither such association nor any successor remains in existence, “CREFC®” shall be deemed to refer to such other association or organization as may exist whose principal membership consists of servicers, trustees, certificateholders, issuers, placement agents and underwriters generally involved in the commercial mortgage loan securitization industry, which is the principal such association or organization in the commercial mortgage loan securitization industry and whose principal purpose is the establishment of industry standards for reporting transaction-specific information

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relating to commercial mortgage pass-through certificates and commercial mortgage-backed bonds and the commercial mortgage loans and foreclosed properties underlying or backing them to investors holding or owning such certificates or bonds, and any successor to such other association or organization.  If an organization or association described in one of the preceding sentences of this definition does not exist, “CREFC®” shall be deemed to refer to such other association or organization as shall be selected by the Master Servicer and reasonably acceptable to the Certificate Administrator, the Trustee and the Special Servicer.

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

“CREFC® Appraisal Reduction Template”:  A report substantially in the form of, and containing the information called for in, the downloadable form of the “Appraisal Reduction Template” available and effective from time to time on the CREFC® Website.

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

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

“CREFC® Comparative Financial Status Report”:  The monthly report in “Comparative Financial Status Report” format substantially in the form of and containing the information called for therein for the Trust Assets, or such other form for the presentation of such information as may be approved from time to time by the CREFC® for commercial mortgage securities transactions generally.  In connection with preparing the CREFC® Comparative Financial Status Report, the Master Servicer shall process (a) interim financial statements beginning with interim financial statements for the fiscal quarter ending March 2014, and (b) annual financial statements beginning with annual financial statements for the 2014 fiscal year.

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

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

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or such other form for the presentation of such information as may be approved from time to time by the CREFC® for commercial mortgage securities transactions generally.  The initial data for this report shall be provided by the Trust Asset Seller.

“CREFC® Historical Bond/Collateral Realized Loss Reconciliation Template”:  A report substantially in the form of, and containing the information called for in, the downloadable form of the “Historical Bond/Collateral Realized Loss Reconciliation Template” available and effective from time to time on the CREFC® Website.

“CREFC® Historical Liquidation Loss Template”:  A report substantially in the form of, and containing the information called for in, the downloadable form of the “Historical Liquidation Loss Template” available and effective from time to time on the CREFC® Website.

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

“CREFC® Interest Shortfall Reconciliation Template”:  A report substantially in the form of, and containing the information called for in, the downloadable form of the “Interest Shortfall Reconciliation Template” available and effective from time to time on the CREFC® Website.

“CREFC® Investor Reporting Package (CREFC® IRP)”:  (a)  The following seven electronic files:  (i) CREFC® Loan Setup File, (ii) CREFC® Loan Periodic Update File, (iii) CREFC® Property File, (iv) CREFC® Bond Level File, (v) CREFC® Financial File, (vi) CREFC® Collateral Summary File and (vii) CREFC® Special Servicer Loan File;

(b)                                 The following eleven supplemental reports:  (i) CREFC® Delinquent Loan Status Report, (ii) CREFC® Historical Loan Modification and Corrected Mortgage Loan Report, (iii) CREFC® REO Status Report, (iv) CREFC® Operating Statement Analysis Report, (v) CREFC® Comparative Financial Status Report, (vi) CREFC® Servicer Watch List, (vii) CREFC® Loan Level Reserve/LOC Report, (viii) CREFC® NOI Adjustment Worksheet, (ix) CREFC® Advance Recovery Report, (x) CREFC® Total Loan Report and (xi) CREFC® Reconciliation of Funds Report;

(c)                                  the following eight templates:  (i) CREFC® Appraisal Reduction Template, (ii) CREFC® Servicer Realized Loss Template, (iii) CREFC® Reconciliation of Funds Template, (iv) CREFC® Historical Bond/Collateral Realized Loss Reconciliation Template, (v) CREFC® Historical Liquidation Loss Template, (vi) CREFC® Interest Shortfall Reconciliation Template, (vii) CREFC® Servicer Remittance to Trustee Template and (viii) CREFC® Significant Insurance Event Template; and

(d)                                 such other reports and data files as CREFC® may designate as part of the “CREFC® Investor Reporting Package (CREFC® IRP)” from time to time generally.

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“CREFC® License Agreement”: The License Agreement, in the form set forth on the website of CREFC® on the Closing Date, relating to the use of the CREFC® trademarks and trade names.

“CREFC® License Fee”: With respect to each Trust Asset (including any Trust Asset related to an REO Loan) and for any Distribution Date, an amount per Interest Accrual Period equal to the product of (i) the CREFC® License Fee Rate (adjusted to a monthly rate) multiplied by (ii) the Stated Principal Balance of such Trust Asset as of the Due Date in the immediately preceding Collection Period (without giving effect to payments of principal on such Trust Asset on such Due Date). Any payments of the CREFC® License Fee shall be made to “CRE Finance Council” and delivered by wire transfer pursuant to the following instructions (or such other instructions as may hereafter be furnished by CREFC® to the Master Servicer in writing at least two Business Days prior to the Servicer Remittance Date):

Account Name:  Commercial Real Estate Finance Council (CREFC®)

Bank Name:  JPM Morgan Chase Bank, National Association

Bank Address:  80 Broadway, New York, NY 10005

Routing Number:  021000021

Account Number:  213597397

“CREFC® License Fee Rate”: A rate equal to 0.0005% per annum.

“CREFC® Loan Level Reserve/LOC Report”:  A report substantially in the form of, and containing the information called for in, the downloadable form of the “Loan Level Reserve/LOC Report” available and effective from time to time on the CREFC® Website.

“CREFC® Loan Periodic Update File”:  The monthly data file substantially in the form of, and containing the information called for in, the downloadable form of the “CREFC® Loan Periodic Update File” available and effective from time to time on the CREFC® Website and, provided that each CREFC® Loan Periodic Update File shall be accompanied by a CREFC® Advance Recovery Report, if such report is required for a particular month, and all references herein to “CREFC® Loan Periodic Update File” shall be construed accordingly.

“CREFC® Loan Setup File”:  The data file substantially in the form of, and containing the information called for in, the downloadable form of the “CREFC® Loan Setup File” available and effective from time to time on the CREFC® Website.

“CREFC® NOI Adjustment Worksheet”:  A report substantially in the form of, and containing the information called for in, the downloadable form of the “NOI Adjustment Worksheet” available and effective from time to time on the CREFC® Website.

“CREFC® Operating Statement Analysis Report”:  A report substantially in the form of, and containing the information called for in, the downloadable form of the “Operating Statement Analysis Report” available and effective from time to time on the CREFC® Website.

“CREFC® Property File”:  The monthly data file substantially in the form of, and containing the information called for, in the downloadable form of the “CREFC® Property File” available and effective from time to time on the CREFC® Website.

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“CREFC® Reconciliation of Funds Template”:  A report substantially in the form of, and containing the information called for in, the downloadable form of the “Reconciliation of Funds Template” available and effective from time to time on the CREFC® Website, or such other form for the presentation of such information and containing such additional information as may from time to time be recommended by the CREFC® for commercial mortgage securities transactions generally.

“CREFC® REO Status Report”:  A monthly report substantially in the form of, and containing the information called for in, the downloadable form of the “REO Status Report” available and effective from time to time on the CREFC® Website.

“CREFC® Servicer Realized Loss Template”:  A report substantially in the form of, and containing the information called for in, the downloadable form of the “Servicer Realized Loss Template” available and effective from time to time on the CREFC® Website.

“CREFC® Servicer Watch List”:  A report substantially in the form of, and containing the information called for in, the downloadable form of the “Servicer Watch List” available and effective from time to time on the CREFC® Website.

“CREFC® Special Servicer Loan File”:  The monthly data file substantially in the form of, and containing the information called for in, the downloadable form of the “Special Servicer Loan File” available and effective from time to time on the CREFC® Website.

“CREFC® Supplemental Servicer Reports”:  The CREFC® Delinquent Loan Status Report, the CREFC® Historical Loan Modification and Corrected Mortgage Loan Report, the CREFC® REO Status Report, the CREFC® Servicer Watch List, the CREFC® NOI Adjustment Worksheet, the CREFC® Comparative Financial Status Report, the CREFC® Operating Statement Analysis Report, the CREFC® Loan Level Reserve/LOC Report, the CREFC® Advance Recovery Report and the CREFC® Total Loan Report.

“CREFC® Total Loan Report”:  The monthly report substantially in the form of, and containing the information called for in, the downloadable form of the “Total Loan Report” available and effective from time to time on the CREFC® Website.

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

“CRR Implementation Date” As defined in Section 5.07 of this Agreement.

“CUSIP”: Committee on Uniform Securities Identification Procedures.

“Custodial Agreement”:  The Custodial Agreement, if any, from time to time in effect between the Custodian named therein and the Certificate Administrator, in the form agreed to by the Certificate Administrator and the Custodian, as the same may be amended or modified from time to time in accordance with the terms thereof.  No Custodial Agreement will be required if the Custodian is the same party as the Certificate Administrator.

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“Custodian”:  Any Custodian appointed pursuant to Section 3.19 of this Agreement.  If a Custodian is not so appointed, then the Custodian shall be the Certificate Administrator.  The Custodian may (but need not) be the Certificate Administrator, the Trustee or the Master Servicer or any Affiliate of the Certificate Administrator, the Trustee or the Master Servicer.

“Cutoff Date”:  November 1, 2013.

“DBRS”:  DBRS, Inc., or its successor in interest.

“Debt Service Coverage Ratio”:  With respect to any Mortgage Loan (a) the Underwritten Net Cash Flow for the related Mortgaged Property or Mortgaged Properties, divided by (b) the Annual Debt Service for such Mortgage Loan.

“Default”:  An event of default under the Mortgage Loan Documents for any related Mortgage Loan, or an event which, with the passage of time or the giving of notice, or both, would constitute an event of default under the Mortgage Loan Documents for such Mortgage Loan.

“Default Interest”:  With respect to any Mortgage Loan, interest accrued on such Mortgage Loan at the excess of (i) the related Default Rate over (ii) the related Mortgage Rate.

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

“Defaulted Trust Asset”:  A Trust Asset related to any Mortgage Loan that is delinquent at least 90 days in respect of its Monthly Payments or more than 90 days delinquent in respect of its Balloon Payment, if any, in either case such delinquency to be determined without giving effect to any grace period permitted by the related Mortgage Loan Documents and without regard to any acceleration of payments under the related Mortgage Loan.

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

“Delinquency”:  Any failure of a Borrower to make a scheduled Monthly Payment or Balloon Payment on a Due Date.

“Denomination”:  As defined in Section 5.01(a) of this Agreement.

“Depositor”:  ACRC 2013-FL1 Depositor LLC, a Delaware limited liability company, and its successors and assigns.

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

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

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“Determination Date”:  The 11th day of each calendar month or, if such day is not a Business Day, then the next succeeding Business Day, commencing in December 2013.

“Directing Holder”:  With respect to each Trust Asset, the Controlling Class Representative.

The initial Directing Holder shall be ACRC 2013-FL1 Holder LLC or its designee.

“Directly Operate”:  With respect to any REO Property, the furnishing or rendering of services to the tenants thereof that are not customarily provided to tenants in connection with the rental of space for occupancy only within the meaning of Treasury Regulations Section 1.512(b)-1(c)(5), the management or operation of such REO Property, the holding of such REO Property primarily for sale to customers in the ordinary course of a trade or business, or any use of such REO Property in a trade or business conducted by the Trust Fund, or the performance of any construction work on the REO Property other than through an Independent Contractor; provided, however, that the Special Servicer, on behalf of the Trust Fund, shall not be considered to Directly Operate an REO Property solely because the Special Servicer, on behalf of the Trust Fund, establishes rental terms, chooses tenants, enters into or renews leases, deals with taxes and insurance, or makes decisions as to repairs or capital expenditures with respect to such REO Property or takes other actions consistent with Treasury Regulations Section l.856-4(b)(5)(ii).

“Disclosable Special Servicer Fees”:  With respect to any Mortgage Loan or REO Property, any compensation and other remuneration (including, without limitation, in the form of commissions, brokerage fees, rebates, and as a result of any other fee-sharing arrangement) received or retained by the Special Servicer or any of its Affiliates that is paid by any Person (including, without limitation, the Trust, any Borrower, any Manager, any guarantor or indemnitor in respect of a Mortgage Loan and any purchaser of any Trust Asset or REO Property) in connection with the disposition, workout or foreclosure of any Mortgage Loan, the management or disposition of any REO Property, and the performance by the Special Servicer or any such Affiliate of any other special servicing duties under this Agreement, other than (1) any Permitted Special Servicer/Affiliate Fees and (2) any Special Servicing Compensation to which the Special Servicer is entitled pursuant to Section 3.12 of this Agreement in the form of late payment charges, Net Default Interest, Assumption Fees, loan service transaction fees, beneficiary statement charges, assumption application fees or any interest or other income earned on deposits in the Mortgage Loan REO Accounts.

“Disclosure Parties”:  As defined in Section 3.14(e) of this Agreement.

“Disqualified Non-U.S. Person”:  With respect to a Class R or Class LR Certificate, (A) any Non-U.S. Person or agent thereof other than (i) a Non-U.S. Person that holds the Class R or Class LR Certificate in connection with the conduct of a trade or business within the United States and has furnished the transferor and the Certificate Registrar with an effective IRS Form W-8ECI (or applicable successor Form promulgated by the IRS for the purpose of providing and certifying the information provided on Form W-8ECI as of the Closing Date) or (ii) a Non-U.S. Person that has delivered to both the transferor and the Certificate Registrar an opinion of a nationally recognized tax counsel to the effect that the transfer of the Class R or Class LR

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Certificate to it is in accordance with the requirements of the Code and the regulations promulgated thereunder and that such transfer of the Class R or Class LR Certificate will not be disregarded for federal income tax purposes, (B) an entity treated as a domestic partnership for U.S. federal income tax purposes, one or more of the direct or indirect beneficial owners (other than through a U.S. corporation) of which is (or is permitted under the applicable partnership agreement to be) a Non-U.S. Person who is not described in clause (A)(i) or (ii) or (C) a U.S. Person with respect to whom income on the Class R or Class LR Certificate is attributable to a fixed base or foreign permanent establishment, within the meaning of an applicable income tax treaty, of such transferee or any other U.S. Person.

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

“Distribution Account”:  Collectively, the Grantor Trust Distribution Account, the Upper-Tier Distribution Account, the Lower-Tier Distribution Account, the Additional Interest Certificate Account and the Excess Liquidation Proceeds Account each of which may be sub-accounts of a single Eligible Account.

“Distribution Date”:  The 4th Business Day following each Determination Date, commencing in December 2013.

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

“Do Not Hire List”:  The list, as may be updated at any time, provided by the Depositor to the Master Servicer, Special Servicer, the Certificate Administrator and Trustee, which lists certain parties identified by the Depositor as having failed to comply with their respective obligations under Section 3.31, Section 3.32 or Section 3.33 of this Agreement or as having failed to comply with any similar Regulation AB reporting requirements under any pooling and servicing agreement relating to any other series of certificates offered by the Depositor.

“Due Date”:  With respect to any Mortgage Loan and any Distribution Date, the day of the month, as set forth in the related Mortgage Loan Documents, on which the Monthly Payment or Balloon Payment is due and payable on such Mortgage Loan.

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“Early Termination Notice Date”:  Any date as of which the aggregate Certificate Balance of Principal Balance Certificates then outstanding is less than 10.0% of the aggregate Certificate Balance of all Principal Balance Certificates as of the Closing Date.

“Eligible Account”:  Any of:

(i)                                     an account or accounts

(A)                               maintained with a depository institution or trust company (A) the short-term unsecured debt obligations or commercial paper of which are rated at least “R-1 (middle)” by DBRS (or, if not rated by DBRS, an equivalent (or higher) rating by any two other NRSROs) and “P-1” by Moody’s, in the case of accounts in which deposits have a maturity of 30 days or less or, (B) in the case of accounts in which deposits have a maturity of more than 30 days, the long-term unsecured debt obligations of which are rated at least “A” by DBRS (or, if not rated by DBRS, an equivalent (or higher) rating by any two other NRSROs) and “A2” by Moody’s;

(B)                               an account or accounts maintained with U.S. Bank National Association, so long as it meets the eligibility standards of the Certificate Administrator set forth in this Agreement;

(ii)                                  a segregated trust account or accounts maintained with a federal or state chartered depository institution or trust company acting in its fiduciary capacity which, in the case of a state chartered depository institution or trust company is subject to regulations substantially similar to 12 C.F.R. § 9.10(b), and subject to supervision or examination by federal and state authority, with a combined capital surplus of at least $50 million and the long-term unsecured debt obligations of which are rated at least “Baa3” by Moody’s; or

(iii)                               any other account for which the Certificate Administrator, the Trustee, the Master Servicer or the Special Servicer, as applicable, receives a No Downgrade Confirmation, which may be an account maintained by or with the Certificate Administrator, the Trustee, the Master Servicer or the Special Servicer.

Eligible Accounts may bear interest.

“Eligible Investor”:  Any of (i) a Qualified Institutional Buyer that is purchasing for its own account or for the account of another Qualified Institutional Buyer, to whom notice is given that the offer, sale or transfer is being made in reliance on Rule 144A or (ii) (except with respect to the Class R and Class LR Certificates) any other Institutional Accredited Investor.

“Eligible Trust Advisor”:  An institution (i) in the case of DBRS, that has acted as special servicer (or, in the case of Trimont, an operating or trust advisor) on a commercial mortgage-backed securities transaction rated by DBRS and has not been the special servicer (or, in the case of Trimont, an operating or trust advisor) on a transaction for which DBRS has qualified, downgraded or withdrawn its rating or ratings of, one or more classes of certificates for such transaction citing servicing concerns with such special servicer (or, in the case of Trimont, such operating or trust advisor) as the sole or material factor in such rating action, (ii) in the case of Moody’s, that has acted as special servicer on a commercial mortgage-backed

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securities transaction rated by Moody’s and has not been the special servicer on a transaction for which Moody’s has qualified, downgraded or withdrawn its rating or ratings of, one or more class of certificates for such transaction citing servicing concerns with such special servicer as the sole or material factor in such rating action, (iii) that can and will make the representations and warranties set forth in Section 2.04(f) of this Agreement, (iv) that is not the Depositor, the Special Servicer, the Sponsor, the Trust Asset Seller, the Controlling Class Representative, the Directing Holder or an Affiliate of the Depositor, the Special Servicer, the Sponsor, the Trust Asset Seller, the Controlling Class Representative or the Directing Holder and (v) that has not been paid by any Special Servicer or successor Special Servicer any fees, compensation or other remuneration (x) in respect of its obligations hereunder or (y) for the appointment or recommendation for replacement of a successor Special Servicer to become the Special Servicer.

“Environmental Insurance Policy”:  With respect to any Mortgaged Property or REO Property, any insurance policy covering pollution conditions and/or other environmental conditions that is maintained from time to time in respect of such Mortgaged Property or REO Property, as the case may be, for the benefit of, among others, the Trustee on behalf of the Certificateholders.

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

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

“Escrow Account”:  As defined in Section 3.04(b) of this Agreement.  Any Escrow Account may be a sub-account of the related Cash Management Account.

“Escrow Payment”:  Any payment made by any Borrower to the Master Servicer pursuant to the related Mortgage, Cash Management Account Agreement, Lock-Box Agreement, Loan Agreement or other Mortgage Loan Document for the account of such Borrower for application toward the payment of taxes, insurance premiums, assessments, environmental remediation and similar items in respect of the related Mortgaged Property or related to the satisfaction of closing conditions for the related Mortgage Loan.

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

“Event of Default”:  A Master Servicer Event of Default or Special Servicer Event of Default, as applicable.

“Excess Liquidation Proceeds”:  With respect to any Trust Asset, the portion of Net Liquidation Proceeds allocated to such Trust Asset over the amount that would have been allocated to such Trust Asset if a principal payment and all other amounts due in full had been made with respect to the related Mortgage Loan on the Due Date immediately following the date on which such proceeds were received.

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“Excess Liquidation Proceeds Account”:  The segregated non-interest bearing trust account or sub-account created and maintained by the Certificate Administrator pursuant to Section 3.05(i) of this Agreement for the benefit of the Certificateholders, which shall be entitled “U.S. Bank National Association, as Certificate Administrator, for the benefit of U.S. Bank National Association, as Trustee, and the Holders of ACRE Commercial Mortgage Trust 2013-FL1, Commercial Mortgage Pass-Through Certificates, Excess Liquidation Proceeds Account.”  The Excess Liquidation Proceeds Account must be an Eligible Account or a sub-account of an Eligible Account and will be an asset of the Lower-Tier REMIC.

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

“Excluded Fees”: All Exit Fees, property release fees and Scheduled Extension Fees payable on the Mortgage Loans under the related Mortgage Loan Documents.  For the avoidance of doubt, the right to receive Excluded Fees will not be held by the Issuing Entity or any other party under the Pooling and Servicing Agreement in its capacity as such.

“Exit Fee”:  With respect to any Mortgage Loan, any fee identified in the related Mortgage Loan Documents as an “exit fee” or as “additional interest” and that is payable by the related Borrower in connection with any prepayment or repayment of such Mortgage Loan (other than any Prepayment Premium).

“FDIC”:  The Federal Deposit Insurance Corporation or any successor thereto.

“Final Asset Status Report”:  With respect to any Specially Serviced Mortgage Loan, each related Asset Status Report, together with such other data or supporting information provided by the Special Servicer to the Directing Holder, which shall not include any communication (other than the related Asset Status Report) between the Special Servicer and the Directing Holder with respect to such Specially Serviced Mortgage Loan; provided that no Asset Status Report shall be considered to be a Final Asset Status Report unless, if no Control Termination Event has occurred and is continuing, the Directing Holder has either finally approved of and consented to the actions proposed to be taken in connection therewith, or has exhausted all of its rights of approval and consent pursuant to this Agreement in respect of such action, or has been deemed to have approved or consented to such action or the Asset Status Report is otherwise implemented by the Special Servicer in accordance with this Agreement.

“Final Recovery Determination”:  With respect to any Specially Serviced Mortgage Loan, REO Loan or any Trust Asset subject to repurchase by the Trust Asset Seller pursuant to Section 2.03(e) of this Agreement or, in the case of a Mortgage Loan, subject to a purchase pursuant to the applicable Participation Agreement or any Mortgage Loan subject to purchase pursuant to any related mezzanine intercreditor agreement, the recovery of all Insurance Proceeds, Liquidation Proceeds, the related Repurchase Price and other payments or recoveries (including proceeds of the final sale of any REO Property) which the Master Servicer (or in the case of a Specially Serviced Mortgage Loan or REO Loan, the Special Servicer), in its reasonable judgment, and, if no Consultation Termination Event has occurred and is continuing, in consultation with the Directing Holder, as evidenced by a certificate of a Servicing Officer delivered to the Trustee, the Certificate Administrator, the Trust Advisor and the Custodian (and

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the Master Servicer, if the certificate is from the Special Servicer), expects to be finally recoverable.  If no Control Termination Event has occurred and is continuing, the Directing Holder shall have ten (10) Business Days to review and approve each such recovery determination; provided, however, that if the Directing Holder fails to approve or disapprove any recovery determination within ten (10) Business Days of receipt of the initial recovery determination, such consent shall be deemed given.  The Master Servicer shall maintain records, prepared by a Servicing Officer, of each Final Recovery Determination until the earlier of (i) its termination as the Master Servicer hereunder and the transfer of such records to a successor servicer and (ii) five years following the termination of the Trust Fund.

“Financial Market Publisher”:  Bloomberg Financial Service.

“Four Month Future Advance Estimate”:  As defined in Section 3.30(b) of this Agreement.

“Global Certificates”:  Each of the Regulation S Global Certificates or Rule 144A Global Certificates if and so long as such class of Certificates is registered in the name of a nominee of the Depository.

“Grantor Trust”:  As defined in the Preliminary Statement hereto.

“Grantor Trust Distribution Account”:  The segregated non-interest bearing trust account or sub-account created and maintained by the Certificate Administrator pursuant to Section 3.05(b) of this Agreement, which shall be entitled “U.S. Bank National Association, as Certificate Administrator, for the benefit of U.S. Bank National Association, as Trustee, and the Holders of ACRE Commercial Mortgage Trust 2013-FL1, Commercial Mortgage Pass-Through Certificates, Grantor Trust Distribution Account” and which must be an Eligible Account or a sub-account of an Eligible Account.  The Grantor Trust Distribution Account shall be an asset of the Grantor Trust.

“Hazardous Materials”:  Any dangerous, toxic or hazardous pollutants, chemicals, wastes, or substances, including, without limitation, those so identified pursuant to the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. Section 1.02 et seq., or any other environmental laws now existing, and specifically including, without limitation, asbestos and asbestos-containing materials, polychlorinated biphenyls, radon gas, petroleum and petroleum products, urea formaldehyde and any substances classified as being “in inventory,” “usable work in process” or similar classification which would, if classified as unusable, be included in the foregoing definition.

“Holder”:  With respect to any Certificate, a Certificateholder; with respect to any Lower-Tier Regular Interest, the Trustee.

“Indemnified Party”:  As defined in Section 8.05(d), Section 8.05(g) or Section 8.05(h), as applicable, of this Agreement, as the context requires.

“Indemnifying Party”:  As defined in Section 8.05(d), Section 8.05(g) or Section 8.05(h), as applicable, of this Agreement, as the context requires.

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“Independent”:  When used with respect to any specified Person, any such Person who (i) does not have any direct financial interest, or any material indirect financial interest, in any of the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Directing Holder, the Trust Advisor, any Borrower or Manager or any Affiliate thereof, and (ii) is not connected with any such Person thereof as an officer, employee, promoter, underwriter, trustee, partner, director or Person performing similar functions.

“Independent Contractor”:  Either (i) any Person that would be an “independent contractor” with respect to the applicable Trust REMIC within the meaning of Code Section 856(d)(3) if such Trust REMIC were a real estate investment trust (except that the ownership tests set forth in that section shall be considered to be met by any Person that owns, directly or indirectly, 35% or more of any Class or 35% or more of the aggregate value of all Classes of Certificates), provided that such Trust REMIC does not receive or derive any income from such Person and the relationship between such Person and such Trust REMIC is at arm’s length, all within the meaning of Treasury Regulations Section 1.856-4(b)(5) (except neither the Master Servicer nor the Special Servicer shall be considered to be an Independent Contractor under the definition in this clause (i) unless an Opinion of Counsel (at the expense of the party seeking to be deemed an Independent Contractor) addressed to the Master Servicer or the Special Servicer, as applicable, the Certificate Administrator and the Trustee has been delivered to the Certificate Administrator to that effect) or (ii) any other Person (including the Master Servicer and the Special Servicer) if the Master Servicer or the Special Servicer, as applicable, on behalf of itself, the Certificate Administrator and the Trustee has received an Opinion of Counsel (at the expense of the party seeking to be deemed an Independent Contractor) to the effect that the taking of any action in respect of any REO Property by such Person, subject to any conditions therein specified, that is otherwise herein contemplated to be taken by an Independent Contractor will not cause such REO Property to cease to qualify as “foreclosure property” within the meaning of Code Section 860G(a)(8) (determined without regard to the exception applicable for purposes of Code Section 860D(a)) or cause any income realized in respect of such REO Property to fail to qualify as Rents from Real Property (provided that such income would otherwise so qualify).

“Individual Certificate”:  Any Certificate in definitive, fully registered physical form without interest coupons.

“Initial Resolution Period”:  As defined in Section 2.03(e) of this Agreement.

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

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

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

“Interest Accrual Period”:  With respect to any Distribution Date, the period that begins on and includes the 15th day in the calendar month preceding the month in which such

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Distribution Date occurs (or in the case of the first Distribution Date, the Closing Date) and ends on and includes the 14th day of the calendar month in which such Distribution Date occurs.

“Interest Distribution Amount”:  With respect to any Distribution Date, an amount equal to (i) for any Class of Principal Balance Certificates (also with respect to any Class X Regular Interest), interest for the related Interest Accrual Period at the Pass-Through Rate for such Class on the related Certificate Balance immediately prior to such Distribution Date and (ii) for the Class X Certificates (also with respect to the Upper-Tier Regular Interest with the same alphabetical designation), the Class X Interest Distribution Amount.  Calculations of interest due in respect of any such Class shall be made on an Actual/360 Basis.

“Interest Shortfall”:  With respect to any Class of Principal Balance Certificates or Class X Certificates (also with respect to any Upper-Tier Regular Interest with the same alphabetical designation) for any Distribution Date, the sum of (A) the excess, if any, of (i) the Interest Distribution Amount and any Interest Shortfall for such Class of Principal Balance Certificates or Class X Certificates (and any Upper-Tier Regular Interest with the same alphabetical designation) for the immediately preceding Distribution Date over (ii) all distributions of interest made on such Class of Principal Balance Certificates or Class X Certificates (and any Upper-Tier Regular Interest with the same alphabetical designation) on the immediately preceding Distribution Date and (B) to the extent permitted by applicable law, one month’s interest (regardless of Business Days) on any such excess at the Pass-Through Rate applicable to such Class of Certificates for the current Distribution Date; provided that the Interest Shortfall with respect to any Class of Principal Balance Certificates or Class X Certificates (and any Upper-Tier Regular Interest with the same alphabetical designation) for the initial Distribution Date will be zero.

“Interested Person”:  As of any date of determination, the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Trust Advisor, any Certificateholder, any Borrower, any Manager, any Independent Contractor engaged by the Special Servicer pursuant to Section 3.15 of this Agreement, or any Affiliate of any of the preceding entities.

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

“Investment Representation Letter”:  As defined in Section 5.02(c)(i)(A) of this Agreement.

“Investor Certification”:  A certificate representing that such Person executing the certificate is a Certificateholder, a Beneficial Owner or a prospective purchaser of a Certificate and that (i) such Person is not a Borrower, a Manager, an Affiliate of any of the foregoing or an agent of any Borrower, substantially in the form of Exhibit L-1 to this Agreement or in the form of an electronic certification contained on the Certificate Administrator’s Website or (ii) such person is a Borrower, a Manager, an Affiliate of any of the foregoing or an agent of any Borrower substantially in the form of Exhibit L-2 to this Agreement or in the form of an electronic certification contained on the Certificate Administrator’s Website.  The Certificate Administrator may require that Investor Certifications are resubmitted from time to time in accordance with its policies and procedures.  Any Person executing an Investor Certification in

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the form of Exhibit L-2 shall only be entitled to the Distribution Date Statement and no other report, statement or document on the Certificate Administrator’s Website.  The Depositor, the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer may each rely in good faith on such Investor Certification which, prima facie, is properly executed and submitted by any Person as to the matters set forth therein.

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

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

“IRS”:  The Internal Revenue Service.

“Late Collections”:  With respect to any Mortgage Loan, all amounts received thereon during any Collection Period (or the related grace period), whether as payments, Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds or otherwise, which represent late payments or collections of principal or interest due in respect of such Mortgage Loan (without regard to any acceleration of amounts due thereunder by reason of default) on a Due Date in a previous Collection Period and not previously recovered.  With respect to any REO Loan, all amounts received in connection with the related REO Property during any Collection Period (including any grace period applicable under the original Mortgage Loan), whether as Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds, REO Proceeds or otherwise, which represent late collections of principal or interest due or deemed due in respect of such REO Loan or the predecessor Mortgage Loan (without regard to any acceleration of amounts due under the predecessor Mortgage Loan by reason of default) on a Due Date in a previous Collection Period and not previously recovered.  The term “Late Collections” shall specifically exclude Penalty Charges.

“LIBOR”:  With respect to each Interest Accrual Period and each LIBOR Determination Date, the per annum rate calculated by the Certificate Administrator as set forth below:

(a)                                 the rate published each business day in The Wall Street Journal under the Money Rates section for the one month “London interbank offered rate, or Libor”; or

(b)                                 in the event that LIBOR is not published in The Wall Street Journal under the Money Rates section, then the Master Servicer shall determine the LIBOR rate for the Mortgage Loans in accordance with the Servicing Standard and the related Mortgage Loan Documents, and the LIBOR rate determined by the Master Servicer will be the LIBOR rate for the Certificates.  The Master Servicer shall notify the Certificate Administrator of the LIBOR rate determined by it by inclusion in the CREFC® Loan Periodic Update File.

“LIBOR Business Day”:  A day on which banks are open for dealing in foreign currency and exchange in London, England.

“LIBOR Determination Date”:  With respect to each Class of Certificates or Upper-Tier Regular Interest that bears interest at a LIBOR-based rate, the day of the month on which one-month LIBOR will be reset for purposes of determining the Pass-Through Rate for any Interest Accrual Period, which will be the last LIBOR Business Days of the calendar month preceding the month in which such Interest Accrual Period begins; provided that, for the purposes of

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calculating the Pass-Through Rates on the Certificates (but not on the Mortgage Loans) for the initial Interest Accrual Period, LIBOR will be determined by the Depositor on the last LIBOR Business Day of the calendar month preceding the Closing Date.  With respect to each Mortgage Loan and the interest accrual period for such Mortgage Loan, the “LIBOR Determination Date” will be as set forth in the related Mortgage Loan Documents.

“Liquidation Expenses”:  All customary, reasonable and necessary “out of pocket” costs and expenses incurred by the Master Servicer, the Special Servicer, the Certificate Administrator and/or the Trustee in connection with the liquidation of any Trust Asset, Mortgage Loan or REO Property or the sale of any Trust Asset pursuant to Section 3.16 or Section 9.01 of this Agreement (including, without limitation, legal fees and expenses, committee or referee fees, and, if applicable, brokerage commissions, and conveyance taxes).

“Liquidation Fee”:  A fee payable to the Special Servicer with respect to each Specially Serviced Mortgage Loan or REO Loan or Trust Asset (except as specified in the following paragraph), repurchased by the Trust Asset Seller outside of the applicable cure period, in each case as to which the Special Servicer obtains a full, partial or discounted payoff from the related Borrower, a loan purchaser or the Trust Asset Seller, as applicable, or any Liquidation Proceeds with respect thereto (in any case, other than amounts for which a Workout Fee has been paid, or will be payable), equal to the product of 1.0% and the proceeds of such full or discounted payoff or the Net Liquidation Proceeds related to such liquidated or repurchased Trust Asset or Specially Serviced Mortgage Loan, as the case may be, in each case exclusive of any portion of such payoff or Net Liquidation Proceeds that represents Penalty Charges.  Notwithstanding the foregoing, the total amount of Liquidation Fees payable by the Trust with respect to any Specially Serviced Mortgage Loan, REO Loan or Trust Asset with respect to any particular liquidation (or partial liquidation) will be reduced by the amount of any and all related Offsetting Modification Fees received by the Special Servicer as additional servicing compensation relating to that Specially Serviced Loan, REO Loan or Trust Asset.

No Liquidation Fee shall be payable based on, or out of, the Liquidation Proceeds (a) with respect to clause (v) of the definition of Liquidation Proceeds; (b) in the case of clause (vi) of the definition of Liquidation Proceeds if such purchase by the related mezzanine lender occurs within 90 days of when the related mezzanine lender’s option to purchase first becomes exercisable; (c) in the case of a final disposition consisting of the repurchase or replacement of a Trust Asset (or related REO Loan) by the Trust Asset Seller pursuant to the Purchase Agreement, if the Trust Asset Seller repurchases such Trust Asset within the resolution time period set forth in Section 2.03(d) of this Agreement (and giving effect to any applicable extension period beyond the end of the Initial Resolution Period set forth in Section 2.03(e) of this Agreement); (d) in connection with the purchase of any Defaulted Trust Asset by the Special Servicer; (e) in connection with the purchase of any Defaulted Trust Asset by the Directing Holder or any Affiliate of the Directing Holder or any Affiliate thereof if the purchase occurs within 90 days after the transfer of the Defaulted Trust Asset to Special Servicing; and (f) in connection with a Loss of Value Payment by the Trust Asset Seller, if the Trust Asset Seller makes such Loss of Value Payment within the resolution time period set forth in Section 2.03(e) of this Agreement.

“Liquidation Proceeds”:  Cash amounts (other than Insurance Proceeds and Condemnation Proceeds and REO Proceeds) received by or paid to the Master Servicer, the

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Special Servicer or the Certificate Administrator in connection with:  (i) the liquidation of a Mortgaged Property or other collateral constituting security for a Mortgage Loan related to a Defaulted Trust Asset, through trustee’s sale, foreclosure sale, disposition of REO Property or otherwise, exclusive of any portion thereof required to be released to the related Borrower in accordance with applicable law and the terms and conditions of the related Note and Mortgage; (ii) the realization upon any deficiency judgment obtained against a Borrower; (iii) the sale of a Defaulted Trust Asset; (iv) the repurchase or substitution of a Trust Asset (or related REO Loan) by the Trust Asset Seller pursuant to the Purchase Agreement; (v) the purchase of all the Trust Assets and all property acquired in respect of any Trust Asset by the Remaining Certificateholder, the Certificateholders owning a majority of the Percentage Interest of the Controlling Class, the Special Servicer or the Master Servicer pursuant to Section 9.01 of this Agreement; (vi) in the case of any existing mezzanine indebtedness or any mezzanine indebtedness that may exist on a future date, the purchase of the related Trust Asset by a mezzanine lender; or (vii) the transfer of any Loss of Value Payments from the Loss of Value Reserve Fund to the Collection Account in accordance with Section 3.06(e) of this Agreement (provided that, for the purpose of determining the amount of the Liquidation Fee (if any) payable to the Special Servicer in connection with such Loss of Value Payment, the full amount of such Loss of Value Payment shall be deemed to constitute “Liquidation Proceeds” from which the Liquidation Fee (if any) is payable as of such time such Loss of Value Payment is made by the applicable Mortgage Loan Seller).

“Loan Agreement”:  With respect to any Mortgage Loan, the loan agreement, if any, between the related Originator and the Borrower, pursuant to which such Mortgage Loan was made.

“Lock-Box Account”:  With respect to any Mortgaged Property, any account created pursuant to the related Mortgage Loan Documents to receive revenues therefrom.  Any Lock-Box Account shall be beneficially owned for federal income tax purposes by the Person who is entitled to receive the reinvestment income or gain thereon in accordance with the terms and provisions of the related Mortgage Loan and Section 3.07 of this Agreement, which Person shall be taxed on all reinvestment income or gain thereon.  The Master Servicer shall be permitted to make withdrawals therefrom for deposit into the related Cash Management Accounts in accordance with the terms of the related Mortgage Loan.

“Lock-Box Agreement”:  With respect to any Mortgage Loan, the lock-box agreement, if any, between the related Originator and the Borrower, pursuant to which the related Lock-Box Account, if any, may have been established.

“Loss of Value Payment”:  As defined in Section 2.03(e) of this Agreement.

“Loss of Value Reserve Fund”:  The “outside reserve fund” (within the meaning of Treasury Regulations Section 1.860G-2(h)) designated as such pursuant to Section 3.05(d) of this Agreement.  The Loss of Value Reserve Fund will be part of the Trust Fund but not part of either Trust REMIC or the Grantor Trust.

“Lower-Tier Distribution Account”:  The segregated non-interest bearing trust account or sub-account created and maintained by the Certificate Administrator pursuant to

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Section 3.05(b) of this Agreement, which shall be entitled “U.S. Bank National Association, as Certificate Administrator, for the benefit of U.S. Bank National Association, as Trustee, and the Holders of ACRE Commercial Mortgage Trust 2013-FL1, Commercial Mortgage Pass-Through Certificates, Lower-Tier Distribution Account” and which must be an Eligible Account or a sub-account of an Eligible Account.  The Lower- Tier Distribution Account shall be an asset of the Lower-Tier REMIC.

“Lower-Tier Distribution Amount”:  As defined in Section 4.01(a).

“Lower-Tier Principal Balance”:  With respect to any Class of Lower-Tier Regular Interest, initially will equal the original principal balance set forth in the Preliminary Statement herein, and from time to time will equal such amount reduced by the amount of distributions of the related Lower-Tier Distribution Amount allocable to principal and Realized Losses, allocable thereto in all prior periods as described in Section 4.01(g) of this Agreement, such that at all times the Lower-Tier Principal Balance of each Lower-Tier Regular Interest shall equal the Certificate Balance of the Corresponding Certificates or Corresponding Upper-Tier Regular Interest, as applicable.

“Lower-Tier Regular Interests”:  The Class LA Interest, the Class LB Interest, the Class LC Interest, the Class LD Interest, the Class LE Interest, the Class LF Interest, and the Class LG Interest, issued by the Lower-Tier REMIC and held by the Trustee as assets of the Upper-Tier REMIC.  Each Lower-Tier Regular Interest (i) is designated as a “regular interest,” (ii) relates to its Corresponding Certificates or Corresponding Upper-Tier Regular Interest, (iii) is uncertificated, (iv) has an initial Lower-Tier Principal Balance equal to the initial Lower-Tier Principal Balance set forth in the Preliminary Statement hereto, (v) has a Pass-Through Rate equal to the Net WAC Rate, (vi) has a “latest possible maturity date,” within the meaning of Treasury Regulations Section 1.860G-1(a), that is the Rated Final Distribution Date and (vii) is entitled to the distributions in the amounts and at the times specified in Section 4.01(c) of this Agreement.

“Lower-Tier REMIC”:  A segregated asset pool within the Trust Fund consisting of the Trust Assets (other than the Excluded Fees), collections thereon, the Trust’s interest in any REO Property acquired in respect thereof, amounts related thereto held from time to time in the Collection Account, and the Lower-Tier Distribution Account, the Mortgage Loan REO Account (to the extent of the Trust Fund’s interest therein), amounts held from time to time in the Excess Liquidation Proceeds Account in respect thereof and all other property included in the Trust Fund that is not in the Upper-Tier REMIC or the Grantor Trust.

“MAI”:  Member of the Appraisal Institute.

“Major Decision”:  As defined in Section 6.07.

“Management Agreement”:  With respect to any Mortgage Loan, the Management Agreement, if any, by and between the Manager and the related Borrower, or any successor Management Agreement between such parties.

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

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“Master Servicer”:  Wells Fargo Bank, National Association, a national banking association, or any successor master servicer appointed as herein provided.

“Master Servicer Event of Default”:  As defined in Section 7.01(a) of this Agreement.

“Master Servicer Prepayment Interest Shortfall”:  As defined in Section 3.17(c) of this Agreement.

“Master Servicer Website”:  Shall mean the internet website maintained by the Master Servicer; initially located at “www.wellsfargo.com/com”.

“Master Servicing Fee”:  With respect to each Mortgage Loan and for any Distribution Date, an amount per Interest Accrual Period equal to the product of (i) the respective Master Servicing Fee Rate and (ii) the Stated Principal Balance of such Mortgage Loan as of the Due Date in the immediately preceding Collection Period (without giving effect to payments of principal on such Mortgage Loan on such Due Date).

“Master Servicing Fee Rate”:  With respect to each Mortgage Loan, a per annum rate equal to 0.025%.

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

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

“Maturity Date”:  With respect to any Mortgage Loan as of any date of determination, the date on which the last payment of principal is due and payable under the related Note, after taking into account all Principal Prepayments received prior to such date of determination, but without giving effect to (i) any acceleration of the principal of such Mortgage Loan by reason of default thereunder or (ii) any grace period permitted by the related Note.

“Modification Fees”:  With respect to any Mortgage Loan, any and all fees with respect to a modification, restructure, extension, waiver or amendment that modifies, restructures, extends, amends or waives any term of the related Mortgage Loan Documents (as evidenced by a signed writing) agreed to by the Special Servicer (other than all Assumption Fees, consent fees, assumption application fees and fees similar to the foregoing).  For each modification, restructure, extension, waiver or amendment in connection with working out of a Specially Serviced Mortgage Loan, the Modification Fees collected from the related Borrower shall be subject to a cap of 1.0% of the outstanding principal balance of such Mortgage Loan on the closing date of the related modification, restructure, extension, waiver or amendment (prior to giving effect to such modification, restructure, extension, waiver or amendment); provided that no aggregate cap shall exist in connection with the amount of Modification Fees which may be collected from the related Borrower with respect to any Specially Serviced Mortgage Loan or REO Loan.  For the avoidance of doubt, Special Servicing Fees, Workout Fees and Liquidation Fees due to the Special Servicer in connection with a modification, extension, waiver or amendment shall not be considered Modification Fees.

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“Modified Mortgage Loan”:  Any Specially Serviced Mortgage Loan that has been modified by the Special Servicer pursuant to Section 3.26 of this Agreement in a manner that:

(a)                                 except as expressly contemplated by the related Mortgage Loan Documents, reduces or delays the amount or timing of any payment of principal or interest due thereon (other than, or in addition to, bringing current Monthly Payments with respect to such Mortgage Loan);

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

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

“Monthly Payment”:  With respect to any Mortgage Loan (other than any REO Loan and other than any Mortgage Loan that is delinquent at its Maturity Date) and any Due Date, the scheduled monthly payment of principal (to the extent due, but excluding the Balloon Payment) and interest due on the related mortgage note on such Due Date (other than the Maturity Date), excluding any Default Interest.  For the purposes of determining the amount of P&I Advances to be made with respect to any Trust Asset, the Monthly Payment for any Distribution Date and any REO Loan or any Mortgage Loan that is delinquent at its Maturity Date, and with respect to which the Special Servicer does not enter into an extension, is the monthly payment that would otherwise have been payable on the related Due Date had the related mortgage note not been discharged or the related Maturity Date had not been reached, as the case may be.

“Moody’s”:  Moody’s Investors Service, Inc., or its successor in interest.

“Mortgage”:  The mortgage, deed of trust or other instrument creating a first lien on or first priority ownership interest in a Mortgaged Property securing a Note.

“Mortgage File”:  With respect to any Mortgage Loan, collectively, the mortgage documents listed in Section 2.01(a)(i) through Section 2.01(a)(xxi) of this Agreement pertaining to such particular Mortgage Loan and any additional documents required to be added to such Mortgage File pursuant to the express provisions of this Agreement.

“Mortgage Loan”: Each mortgage loan in which a Trust Asset represents a participation interest.

“Mortgage Loan Collection Account”:  With respect to each Mortgage Loan, the separate account or sub-account created and maintained by the Master Servicer pursuant to Section 3.05(f) of this Agreement on behalf of the Certificateholders and the related Companion Participation Holder, which shall be entitled “Wells Fargo Bank, National Association, as Master Servicer, for the benefit of, U.S. Bank National Association, as Trustee, the Holders of ACRE Commercial Mortgage Trust 2013-FL1, Commercial Mortgage Pass-Through Certificates, and

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the related Companion Participation Holder, Mortgage Loan Collection Account.”  Amounts in the Mortgage Loan Collection Account applicable to the related Companion Participations shall not be assets of the Trust Fund, but instead shall be held by the Master Servicer on behalf of the Trust Fund (in respect of amounts reimbursable therefrom) and the related Companion Participation Holder.  Any such account or sub-account shall be an Eligible Account or a sub-account of an Eligible Account.

“Mortgage Loan Documents”:  With respect to any Mortgage Loan and the related Trust Asset, the documents executed or delivered in connection with the origination or any subsequent modification of such Mortgage Loan or subsequently added to the related Mortgage File, including the Note, participation certificate (if applicable), the Loan Agreement and the Participation Agreement.

“Mortgage Loan Interest Period”:  For any Mortgage Loan and any Distribution Date, the period during which interest payable on the Due Date immediately preceding such Distribution Date accrues on such Mortgage Loan.

“Mortgage Loan Remittance Amount”:  For each Servicer Remittance Date that the Master Servicer is required to make a distribution to a Companion Participation Holder pursuant to Section 3.05(g) of this Agreement and with respect to each Mortgage Loan and related Mortgaged Property (if it becomes an REO Property), any amount received by the Master Servicer during the related Collection Period that is payable to the Companion Participation Holder (including any Excluded Fees, if applicable) pursuant to the related Participation Agreement or to be remitted to the Collection Account.

“Mortgage Loan REO Account”:  As defined in Section 3.15(b) of this Agreement.  The Mortgage Loan REO Account shall be an asset of the Lower-Tier REMIC.

“Mortgage Loan Special Servicer”:  Any Person responsible for performing the duties of Special Servicer hereunder with respect to a Mortgage Loan or any related REO Property.

“Mortgage Pool”:  All of the Trust Assets and any successor REO Loans, collectively.  The Mortgage Pool does not include the Companion Participations or any portion representing a Companion Participation of related REO Loans.

“Mortgaged Property”:  The underlying property securing a Mortgage Loan including any REO Property, consisting of a fee simple estate, in a parcel of land improved by a commercial or multifamily property, together with any personal property, fixtures, leases and other property or rights pertaining thereto.

“Mortgage Rate”:  With respect to each Mortgage Loan and any Interest Accrual Period, the annual rate at which interest accrues on such Mortgage Loan during such period (in the absence of a default), as set forth in the related mortgage note from time to time (the initial Mortgage Rate is set forth on Annex A to the Offering Circular); provided, however that for purposes of calculating the Net Trust Asset Interest Rate and the Net WAC Rate, the Mortgage Rate for any Mortgage Loan will be determined without regard to any Default Interest and without taking into account any change in the interest rate by a bankruptcy court pursuant to a plan of reorganization or pursuant to any of its equitable powers or a change of interest or

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principal due to a modification, waiver or amendment of the terms of that Mortgage Loan pursuant to the Pooling and Servicing Agreement.

“Net Condemnation Proceeds”:  Condemnation Proceeds, to the extent such proceeds are not to be applied to the restoration, preservation or repair of the related Mortgaged Property or released to the Borrower in accordance with the express requirements of the Mortgage Loan Documents or other documents included in the Mortgage File or in accordance with the Servicing Standard.

“Net Default Interest”:  With respect to any Distribution Date, an amount equal to the sum of (i) the amount of the aggregate collected Default Interest on the Mortgage Loans received during the preceding Collection Period, minus (ii) any portions thereof withdrawn (A) from the applicable Collection Account pursuant to Section 3.06(a)(ix) of this Agreement for Advance Interest Amounts and unreimbursed Additional Trust Fund Expenses (including Special Servicing Fees, Liquidation Fees and Workout Fees) incurred on the related Mortgage Loan during or prior to such Collection Period and (B) from each Mortgage Loan Collection Account pursuant to Section 3.06(b)(ix) of this Agreement for Advance Interest Amounts and unreimbursed Additional Trust Fund Expenses (including Special Servicing Fees, Liquidation Fees and Workout Fees) incurred on the related Mortgage Loan during such Collection Period.

“Net Insurance Proceeds”:  Insurance Proceeds, to the extent such proceeds are not to be applied to the restoration of the related Mortgaged Property or released to the Borrower in accordance with the express requirements of the Mortgage Loan Documents or other documents included in the Mortgage File or in accordance with prudent and customary servicing practices.

“Net Liquidation Proceeds”:  The Liquidation Proceeds received with respect to any Mortgage Loan, net of the amount of Liquidation Expenses incurred with respect thereto.

“Net Prepayment Interest Excess”:  The amount, if any, of the aggregate of all Prepayment Interest Excess for all Trust Assets that the Master Servicer collects during the related Collection Period not used during such Collection Period as part of the Master Servicer Prepayment Interest Shortfall payment made by the Master Servicer pursuant to Section 3.17(c) to cover Prepayment Interest Shortfalls.

“Net Prepayment Interest Shortfall”: The amount, if any, by which (i) the aggregate Prepayment Interest Shortfalls incurred during the related Collection Period for all Trust Assets that the Master Servicer is servicing exceeds (ii) the Master Servicer Prepayment Interest Shortfall for such Trust Assets as of the related Distribution Date.  Net Prepayment Interest Shortfalls shall be allocated in accordance with Section 4.01(j).

“Net REO Proceeds”:  With respect to each REO Property, REO Proceeds with respect to such REO Property net of any insurance premiums, taxes, assessments and other costs and expenses permitted to be paid therefrom pursuant to Section 3.15(b) of this Agreement.

“Net Trust Asset Interest Rate”:  For any Trust Asset and any Interest Accrual Period, a per annum rate equal to (1) the Mortgage Rate for such Trust Asset for such Interest Accrual Period minus (2) the sum of the applicable Servicing Fee Rate, the Trustee/Certificate Administrator Fee Rate, the Trust Advisor Fee Rate and the CREFC® License Fee Rate.

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“Net WAC Rate” With respect to any Distribution Date and the related Interest Accrual Period, the weighted average of the Net Trust Asset Interest Rates (weighted on the basis of their respective Stated Principal Balances on the first day of the related Interest Accrual Period).

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

“NMWHFIT”:  A “Non-Mortgage Widely Held Fixed Investment Trust” as that term is defined in Treasury Regulations Section 1.671-5(b)(12) or successor provisions.

“No Downgrade Confirmation”: With respect to any matter, confirmation in writing (which may be in electronic form) by each applicable Rating Agency that a proposed action, failure to act or other event so specified will not, in and of itself, result in the downgrade, withdrawal or qualification of the then-current rating assigned to any Class of Certificates (if then rated by the Rating Agency); provided that a written waiver or other acknowledgment from any Rating Agency indicating its decision not to review the matter for which the No Downgrade Confirmation is sought shall be deemed to satisfy the requirement for the No Downgrade Confirmation from such Rating Agency with respect to such matter.  If a Rating Agency has not replied to a request for a No Downgrade Confirmation or has responded in a manner that indicates that such Rating Agency is neither reviewing such request nor waiving the related requirement for No Downgrade Confirmation, then such requirement shall be deemed satisfied subject to the satisfaction of the conditions set forth in Section 3.34 of this Agreement.  At any time during which no Certificates are rated by a Rating Agency, no No Downgrade Confirmation shall be required from that Rating Agency.

“Non-recoverable Advance”:  Any Non-recoverable P&I Advance, Non-recoverable Property Advance or Non-recoverable Workout-Delayed Reimbursement Amounts.

“Non-recoverable P&I Advance”:  Any P&I Advance previously made or proposed to be made in respect of a Trust Asset or REO Loan which, in the reasonable judgment of the Master Servicer, the Special Servicer, in each case in accordance with the Servicing Standard, or the Trustee, as applicable, would not be ultimately recoverable, together with any accrued and unpaid interest thereon, from late payments, Condemnation Proceeds, Insurance Proceeds, Liquidation Proceeds and other collections on or in respect of the related Trust Asset or REO Loan, which shall be evidenced by an Officer’s Certificate as provided by Section 4.07(c) of this Agreement.

“Non-recoverable Property Advance”:  Any Property Advance previously made or proposed to be made in respect of a Mortgage Loan or any REO Property that, in the reasonable judgment of the Master Servicer, the Special Servicer, in each case in accordance with the Servicing Standard, or the Trustee, as applicable, would not be ultimately recoverable, together with any accrued and unpaid interest thereon, from late payments, Condemnation Proceeds, Insurance Proceeds, Liquidation Proceeds and other collections on or in respect of the related Mortgage Loan or REO Loan, which shall be evidenced by an officer certificate as provided by Section 3.21(d) of this Agreement.

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“Non-recoverable Workout-Delayed Reimbursement Amounts”:  Any Workout- Delayed Reimbursement Amounts when the Person making such determination in accordance with the procedures specified for Non-recoverable Property Advances or Non-recoverable P&I Advances, as applicable, and taking into account factors such as all other outstanding Advances, either (a) has determined that such Workout-Delayed Reimbursement Amounts, would not ultimately be recoverable from late collections of interest and principal or any other recovery on or in respect of the related Trust Asset or REO Loans or (b) has determined that such Workout-Delayed Reimbursement Amounts would not ultimately be recoverable, along with any other Workout- Delayed Reimbursement Amounts and Non-recoverable Advances, out of the principal portion of future collections on all of the Trust Assets and REO Properties.

“Non-U.S. Person”:  A person that is not a U.S. Person.

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

“Notice of Termination”:  Any of the notices given to the Trustee, the Certificate Administrator and the Master Servicer by the Special Servicer or the Master Servicer pursuant to Section 9.01(c) of this Agreement.

“Notional Balance”:  As of any date of determination, with respect to the Class X Certificates, the Class X Notional Balance.

“NRSRO”:  Any nationally recognized statistical ratings organization, other than the Rating Agencies.

“NRSRO Certification”:  A certification executed by a NRSRO in favor of the 17g-5 Information Provider substantially in the form attached hereto as Exhibit O or in electronic form on the 17g-5 Information Provider’s Website that states that such NRSRO has access to the 17g-5 Information Provider’s Website, has provided the Depositor with the appropriate certifications under Exchange Act Rule 17g-5(e), and will treat all information obtained from the 17g-5 Information Provider’s Website as confidential. The Rating Agencies may provide their NRSRO Certifications electronically via a click-through confirmation on the 17g-5 Information Provider’s website.

“Offered Certificates”:  Class A, Class B, Class C and Class D Certificates.

“Offering Circular”:  That certain Offering Circular, dated as of November 4, 2013, relating to the offering of the Offered Certificates.

“Officer’s Certificate”:  A certificate signed by the Chairman of the Board, the Vice Chairman of the Board, the President or a Vice President (however denominated) and by the Treasurer, the Secretary, one of the Assistant Treasurers or Assistant Secretaries, any Trust Officer or other officer of the Master Servicer, Special Servicer or Additional Servicer customarily performing functions similar to those performed by any of the above designated officers, any Servicing Officer and also with respect to a particular matter, any other officer to

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whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject, or an authorized officer of the Depositor, and delivered to the Depositor, the Trustee, the Certificate Administrator, the Special Servicer or the Master Servicer, as the case may be.

“Offsetting Modification Fees”:  With respect to any Mortgage Loan or REO Loan and with respect to any Workout Fee or Liquidation Fee payable by the Trust, any and all Modification Fees collected by the Special Servicer as additional servicing compensation, but only to the extent that (i) such Modification Fees were earned and collected by the Special Servicer (A) in connection with the workout or liquidation (including partial liquidation) of a Specially Serviced Mortgage Loan or REO Loan as to which the subject Workout Fee or Liquidation Fee became payable or (B) in connection with any workout of a Specially Serviced Mortgage Loan that closed within the prior 12 months (determined as of the closing day of the workout or liquidation as to which the subject Workout Fee or Liquidation Fee became payable) and (ii) such Modification Fees were earned in connection with a modification, restructure, extension, waiver or amendment of such Mortgage Loan or REO Loan at a time when such Mortgage Loan or REO Loan was a Specially Serviced Mortgage Loan.

“Opinion of Counsel”:  A written opinion of counsel, who may, without limitation, be counsel for the Depositor, the Special Servicer, the Master Servicer or the Trust Advisor, as the case may be, acceptable to the Certificate Administrator and the Trustee, except that any opinion of counsel relating to (a) qualification of either Trust REMIC as a REMIC or the imposition of tax under the REMIC Provisions on any income or property of either Trust REMIC or qualification of the Grantor Trust as a grantor trust, (b) compliance with the REMIC Provisions (including application of the definition of “Independent Contractor”) or (c) a resignation of the Master Servicer or the Special Servicer pursuant to Section 6.04(b) of this Agreement, must be an opinion of counsel who is Independent of the Depositor and the Master Servicer.

“Originator”:  The Trust Asset Seller and certain affiliates thereof.

“Outside Bidder”:  A bidder that is not the Special Servicer, the Trust Asset Seller, the Depositor, the Trust Asset Seller, or any affiliate thereof, or a bidder bidding for the account of, or pursuant to an agreement, in whole or in part, with the Special Servicer, the Trust Asset Seller, the Depositor, the Trust Asset Seller, or any affiliate thereof.

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

“P&I Advance”:  As to any Trust Asset, any advance made by the Master Servicer or the Trustee pursuant to Section 4.07 of this Agreement.  Each reference to the payment or reimbursement of a P&I Advance shall be deemed to include, whether or not specifically referred to and without duplication, payment or reimbursement of interest thereon at the Advance Rate.

“P&I Advance Determination Date”:  With respect to any Distribution Date, the second Business Day prior to such Distribution Date.

“Participation”:  A Companion Participation or a Trust Asset.

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“Participation Agreement”:  As set forth in the Preliminary Statement.

“Pass-Through Rate”:  With respect to each Class of Certificates (other than the Class R and Class LR Certificates) or Upper-Tier Regular Interest, the rate for such Class as set forth below:

With respect to each Class of Lower-Tier Regular Interests, the Pass-Through Rate set forth in the definition of “Lower-Tier Regular Interest “.

“Paying Agent”:  The paying agent appointed pursuant to Section 5.04 of this Agreement.

“PCAOB”:  The Public Company Accounting Oversight Board.

“Penalty Charges”:  With respect to any Mortgage Loan (or successor REO Loan), any amounts collected thereon from the Borrower that represent default charges, penalty charges, late fees and/or Default Interest, and excluding any Prepayment Premiums.

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

“Performing Mortgage Loan”:  A Mortgage Loan that is not a Specially Serviced Mortgage Loan or REO Loan.

“Permitted Investments”:  Any one or more of the following obligations or securities payable on demand or having a scheduled maturity on or before the Business Day preceding the date upon which such funds are required to be drawn, regardless of whether issued by the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee

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or any of their respective Affiliates and having at all times the required ratings, if any, provided for in this definition, unless each Rating Agency shall have provided a No Downgrade Confirmation relating to the Certificates:

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

(b)                                 Federal Housing Administration debentures;

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

(d)                                 federal funds, unsecured certificates of deposit, time or similar deposits, bankers’ acceptances and repurchase agreements, with maturities of not more than 365 days, of any bank, the short term obligations of which are rated in the highest short-term debt rating category of each Rating Agency and, if it has a term in excess of three months, the long-term debt obligations of which are rated “AAA” (or the equivalent) by each of the Rating Agencies, (or, in the case of any such Rating Agency and any such rating, (i) if rated by such Rating Agency, such lower rating as is the subject of a No Downgrade Confirmation, and (ii) if not rated by such Rating Agency, otherwise acceptable to such Rating Agency as confirmed in a No Downgrade Confirmation relating to the Certificates); provided, however, that the investment described in this clause must (A) have a predetermined fixed dollar amount of principal due at maturity, which cannot vary or change, (B) if bearing a variable rate of interest, have its interest rate tied to a single interest rate index plus a fixed spread (if any) and move proportionately with that index, and (C) not be subject to liquidation prior to its maturity;

(e)                                  (i) fully Federal Deposit Insurance Corporation-insured demand and time deposits in, or certificates of deposit of, or bankers’ acceptances issued by, any bank or trust company,

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

(f)                                   debt obligations with maturities of not more than 365 days, the short term obligations of which are rated in the highest short-term debt rating category of each Rating Agency (in case of , if rated by) and, if it has a term in excess of six months, the long-term debt obligations of which are rated “AAA” (or the equivalent) by each of the Rating Agencies (or, in the case of any such Rating Agency and any such rating, (i) if rated by such Rating Agency, such lower rating as is the subject of a No Downgrade Confirmation, and (ii) if not rated by such Rating Agency, otherwise acceptable to such Rating Agency as confirmed in a No Downgrade Confirmation relating to the Certificates); provided, however, that each investment described in this clause must (A) have a predetermined fixed dollar amount of principal due at maturity, which cannot vary or change, (B) if bearing a variable rate of interest, have its interest rate tied to a single interest rate index plus a fixed spread (if any) and move proportionately with that index, and (C) not be subject to liquidation prior to its maturity;

(g)                                  commercial paper (including both non-interest-bearing discount obligations and interest-bearing obligations payable on demand or on a specified date not more than one year after the date of issuance thereof) with maturities of not more than 365 days, the short term obligations of which are rated in the highest short-term debt rating category of each Rating Agency and, if it has a term in excess of six months, the long-term debt obligations of which are rated “AAA” (or the equivalent) by each of the Rating Agencies (or, in the case of any such Rating Agency and any such rating, (i) if rated by such Rating Agency, such lower rating as is the subject of a No Downgrade Confirmation, and (ii) if not rated by such Rating Agency, otherwise acceptable to such Rating Agency as confirmed in a No Downgrade Confirmation relating to the Certificates); provided, however, that each investment described in this clause must (A) have a predetermined fixed dollar amount of principal due at maturity, which cannot vary or change, (B) if bearing a variable rate of interest, have its interest rate tied to a single interest rate index plus a fixed spread (if any) and move proportionately with that index, and (C) not be subject to liquidation prior to their maturity;

(h)                                 units of taxable money market mutual funds, issued by regulated investment companies, which seek to maintain a constant net asset value per share so long as any such fund is rated in the highest short-term unsecured debt ratings category by each Rating Agency (or, in the case of any such Rating Agency and any such rating, (i) if rated by such Rating Agency, such

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lower rating as is the subject of a No Downgrade Confirmation, and (ii) if not rated by such Rating Agency, otherwise acceptable to such Rating Agency as confirmed in a No Downgrade Confirmation relating to the Certificates); and

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

provided, however, that no instrument or security shall be a Permitted Investment (a) unless such instrument is a “cash flow investment” earning a passive return in the nature of interest pursuant to Code Section 860G(a)(6) or (b) if (i) such instrument or security evidences a right to receive only interest payments or (ii) the right to receive principal and interest payments derived from the underlying investment provides a yield to maturity in excess of 120% of the yield to maturity at par of such underlying investment or (c) if it may be redeemed of a price below the purchase price.  No Permitted Investment may be purchased at a price in excess of par or sold prior to maturity if such sale would result in a loss of principal or a tax on a prohibited transaction under Code Section 860F.

“Permitted Special Servicer/Affiliate Fees”:  Any commercially reasonable treasury management fees, banking fees, insurance commissions or fees and appraisal fees received or retained by the Special Servicer or any of its Affiliates in connection with any services performed by such party with respect to any Mortgage Loan or REO Property, in each case, in accordance with Article III of this Agreement.

“Permitted Transferee”:  With respect to a Class R or Class LR Certificate, any Person or agent thereof that is a Qualified Institutional Buyer or an Affiliated Person, other than (a) a Disqualified Organization, (b) any other Person so designated by the Certificate Registrar who is unable to provide an Opinion of Counsel (provided at the expense of such Person or the Person requesting the Transfer) to the effect that the Transfer of an Ownership Interest in any Class R or Class LR Certificate to such Person will not cause either Trust REMIC to fail to qualify as a REMIC at any time that the Certificates are outstanding, (c) a Person that is a Disqualified Non-U.S. Person and (d) a Plan or any Person investing the assets of a Plan.

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

“Placement Agents”:  Wells Fargo Securities, LLC and J.P. Morgan Securities LLC and their successors in interest.

“Plan”:  As defined in Section 5.02(k) of this Agreement.

“Pledge and Account Control Agreement”:  The Pledge and Account Control Agreement, dated as of November 19, 2013, by and among the Trust Asset Seller, the Trustee, as trustee on behalf of the Holders of ACRE Commercial Mortgage Trust 2013-FL1, Commercial Mortgage Pass-Through Certificates, Series 2013-FL1, as secured party, and U.S. Bank National Association, as bank, as the same may be amended, supplemented or replaced from time to time.

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“Prepayment Assumption”:  The assumption that (i) each Mortgage Loan does not prepay prior to its respective initial Maturity Date, (ii) such initial Maturity Date is not extended and (iii) such Mortgage Loan repays in full on such initial Maturity Date.

“Prepayment Interest Excess”:  With respect to any Distribution Date and all Mortgage Loans serviced by the Master Servicer that were subject to Principal Prepayment in full or in part, or as to which Insurance Proceeds or Condemnation Proceeds, as applicable, were received by the Master Servicer or Special Servicer for application to such Mortgage Loans, in each case after the Due Date in the related Collection Period, the excess of (i) the amount of interest accruing on the amount of such Principal Prepayments, or any prepayments resulting from the application of such Insurance Proceeds and Condemnation Proceeds, as applicable, for the period from the applicable Due Date to the date of prepayment (to the extent collected), over (ii) the corresponding amount of fees payable to the Trustee, the Certificate Administrator, the Trust Advisor and the Master Servicer.

“Prepayment Interest Shortfall”:  With respect to any Distribution Date, for each Trust Asset serviced by the Master Servicer (a) that was subject to a Principal Prepayment in full or in part prior to the Due Date for such Trust Asset in the related Collection Period, (b) as to which a prepayment occurs prior to the Due Date for such Trust Asset in the related Collection Period because Insurance Proceeds or Condemnation Proceeds, as applicable, were received by the Master Servicer or Special Servicer or (c) with respect to the Trust Assets identified on the Trust Asset Schedule as “Commerce Plaza I & II” and “7701 Southern Drive”, upon the repayment of the related Mortgage Loans on their respective Maturity Dates, the excess of (i) the aggregate amount of interest that would have accrued and been payable on the unpaid principal balance of such Trust Asset through the end of the related Mortgage Loan Interest Period had such Principal Prepayment or prepayment due to receipt of Insurance Proceeds, or Condemnation Proceeds not been made over (ii) the sum of the aggregate interest that did so accrue through the date of such payment was made plus the amount of any Prepayment Premium paid on such date.

“Prepayment Premium”:  With respect to any Mortgage Loan, any fees, penalties or premiums, other than Exit Fees, received on a Mortgage Loan in connection with the payment or prepayment of principal (or acceleration of the Mortgage Loan) prior to a date specified in the related Mortgage Loan Documents. Prepayment Premiums include yield maintenance charges, spread maintenance charges and minimum interest payments with respect to any payment or prepayment of principal (or acceleration of the Mortgage Loan) on or before the applicable yield maintenance or lockout date described in the related Mortgage Loan Documents.  Any breakage costs payable to the “lender” (as such term is used in the related Mortgage Loan Documents) under the related Mortgage Loan and actually collected from the Borrower in connection with a Principal Prepayment during or after a “lockout” period shall constitute Prepayment Premiums.

“Primary Servicing Fee Rate”:  With respect to each Mortgage Loan, a per annum rate equal to 0.075%; provided that, the Primary Servicer may from time to time, at its option, adjust its Primary Servicing Fee Rate in the range of 0.0% to 0.075% per annum, inclusively (no such adjustment will impact the Primary Servicer’s right to adjust the Primary Servicing Fee Rate in the future), and any such adjustment will result in a corresponding adjustment of the Servicing Fee Rate.  If the Primary Servicer elects to adjust its Primary Servicing Fee, the Primary Servicer shall notify the Master Servicer of such adjustment on or before the first Business Day after the

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Determination Date immediately prior to the Servicer Remittance Date on which such adjusted Primary Servicing Fee Rate will become effective.

“Prime Rate”:  The “Prime Rate” as published in the “Money Rates” section of The Wall Street Journal, Eastern edition (or, if such section or publication is no longer available, such other comparable publication as determined by the Certificate Administrator in its reasonable discretion) as may be in effect from time to time, or, if the “Prime Rate” no longer exists, such other comparable rate (as determined by the Certificate Administrator in its reasonable discretion) as may be in effect from time to time.  The Certificate Administrator shall notify in writing the Master Servicer and the Special Servicer with regard to any determination of the Prime Rate in accordance with the parenthetical in the preceding sentence.

“Principal Balance Certificates”:  The Class A, Class B, Class C, Class D, Class E, Class F and Class G Certificates.

“Principal Distribution Amount”:  With respect to any Trust Asset and any Distribution Date, all amounts received with respect to, and allocable to, such Trust Asset on account of principal during the related Collection Period, including any Balloon Payment, the principal portion of any Unscheduled Payments and the principal portion of any Net REO Proceeds and Net Liquidation Proceeds, if any, received by the Master Servicer, the Special Servicer or the Certificate Administrator during the related Collection Period. The principal component of the amounts set forth above shall be determined in accordance with Section 1.02 of this Agreement.

“Principal Prepayment”:  Any payments of principal made by a Borrower on a Mortgage Loan that are received in advance of the scheduled Due Date for such payments and that are not accompanied by an amount of interest representing the full amount of scheduled interest due on any date or dates in any month or months subsequent to the month of prepayment.

“Privileged Information”:  Any (i) correspondence or other communications between the Directing Holder and the Special Servicer related to any Specially Serviced Mortgage Loan or the exercise of the consent or consultation rights of the Directing Holder under this Agreement, (ii) strategically sensitive information that the Special Servicer has reasonably determined could compromise the Trust Fund’s position in any ongoing or future negotiations with the related Borrower or other interested party, and (iii) information subject to attorney-client privilege.

“Privileged Information Exception”:  With respect to any Privileged Information, at any time (a) such Privileged Information becomes generally available and known to the public other than as a result of a disclosure directly or indirectly by the party restricted from disclosing such Privileged Information (the “Restricted Party”), (b) it is reasonable and necessary for the Restricted Party to disclose such Privileged Information in working with legal counsel, auditors, taxing authorities or other governmental agencies, (c) such Privileged Information was already known to such Restricted Party and not otherwise subject to a confidentiality obligation and/or (d) the Restricted Party is (in the case of the Trust Advisor, as evidenced by an opinion of counsel delivered to each of the Special Servicer, the Directing Holder with respect to such Trust Asset, the Certificate Administrator and the Trustee) required by law to disclose such information.

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“Privileged Person”:  A party to this Agreement, a designee of the Depositor (including any financial market publisher), the Directing Holder (but only if no Consultation Termination Event has occurred and is continuing) each Companion Participation Holder who delivers a certification substantially in the form of Exhibit L-4 to this Agreement, each Placement Agent, any other person who delivers to the Certificate Administrator an Investor Certification or an NRSRO Certification, which Investor Certification and NRSRO Certification may be submitted electronically via the Certificate Administrator’s Website or the 17g-5 Information Provider’s website, as applicable.  For purposes of obtaining information or access to the Certificate Administrator’s Website, Privileged Persons who are a Borrower, a Manager, an Affiliate of any of the foregoing or an agent of any Borrower shall be prohibited from obtaining such information or access pursuant to the terms of this Agreement (other than the Distribution Date Statement).

“Prohibited Party”:  Any proposed Servicing Function Participant (i) that is listed on the Depositor’s Do Not Hire List or (ii) for which the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee that seeks to retain such Servicing Function Participant has actual knowledge obtained by written notice or through actual experience that such party at any point prior to such hiring, assignment or transfer failed to comply with the Servicing Function Participant’s obligations under Regulation AB with respect to any other securitization.

“Property Advance”:  As to any Mortgage Loan, any advance made by the Master Servicer, the Special Servicer (to the extent provided in Section 3.21(e)) or the Trustee, as applicable, in respect of Property Protection Expenses or any expenses incurred to protect, preserve and enforce the security for a Mortgage Loan or to pay taxes and assessments or insurance premiums with respect to the related Mortgaged Property or REO Property, to the extent the making of any such advance is specifically provided for in this Agreement, including, but not limited to, as provided in Section 3.02 and Section 3.21 of this Agreement, as applicable.  Each reference to the payment or reimbursement of a Property Advance shall be deemed to include, whether or not specifically referred to, payment or reimbursement of interest thereon at the Advance Rate.  Notwithstanding anything to the contrary, “Property Advance” shall not include allocable overhead of the Master Servicer or the Special Servicer, as applicable, such as costs for office space, office equipment, supplies and related expenses, employee salaries and related expenses and similar internal costs and expenses or costs and expenses incurred by any such party in connection with its purchase of a Mortgage Loan or REO Property.

“Property Protection Expenses”:  With respect to any Mortgage Loan, any costs and expenses incurred by the Master Servicer or the Special Servicer pursuant to Section 3.04, Section 3.08(a), Section 3.10, Section 3.11, Section 3.15(a), Section 3.15(b), Section 3.15(c), Section 3.16(e) or Section 3.24(a) of this Agreement or indicated herein as being payable as a Property Advance or as a cost or expense of the Trust Fund and the related Companion Participation Holder but subject to the provisions of Section 1.02(e) of this Agreement or the Lower-Tier REMIC or Upper-Tier REMIC to be paid out of the Collection Account or the Mortgage Loan Collection Account, as applicable.

“PTCE”:  Prohibited Transaction Class Exemption.

“Purchase Agreement”:  The Trust Asset Purchase Agreement dated and effective the Closing Date, between the Trust Asset Seller and the Depositor.

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“Qualified Affiliate”:  Any Person (a) that is organized and doing business under the laws of any state of the United States or the District of Columbia, (b) that is in the business of performing the duties of a servicer of mortgage loans, and (c) as to which 50% or greater of its outstanding voting stock or equity ownership interest are directly or indirectly owned by the Master Servicer, the Special Servicer or Trust Advisor, as applicable, or by any Person or Persons who directly or indirectly own equity ownership interests in the Master Servicer, the Special Servicer or the Trust Advisor, as applicable.

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

“Qualified Insurer”:  As used in Section 3.08 of this Agreement,

(i)                                     in the case of each Mortgage Loan, an insurance company or security or bonding company qualified to write the related insurance policy in the relevant jurisdiction and whose claims paying ability or financial strength rating is at least (A) “A-:VIII” by A.M. Best Company or (B) “A(low)” by DBRS (or, if not rated by DBRS, an equivalent (or higher) rating by any two other NRSROs) and “A3” by Moody’s ; and

(ii)                                  in the case of the fidelity bond and the errors and omissions insurance required to be maintained pursuant to Section 3.08(d) of this Agreement, shall have a claims paying ability with any two of the following ratings:  (1) “A(low)” by DBRS or (2) “A3” or better by Moody’s;

unless in any such case each of the Rating Agencies has provided a No Downgrade Confirmation relating to the Certificates.

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

“Qualifying Substitute Trust Asset”:  A mortgage loan which must, on the date of substitution:  (i) have an outstanding Stated Principal Balance, after application of all scheduled payments of principal and/or interest due during or prior to the month of substitution, whether or not received, not in excess of the Stated Principal Balance of the Removed Trust Asset as of the Due Date in the calendar month during which the substitution occurs; (ii) have a Mortgage Rate not less than the Mortgage Rate of the Removed Trust Asset; (iii) have the same Due Date as the Removed Trust Asset; (iv) accrue interest on the same basis as the Removed Trust Asset (for example, on the basis of a 360-day year and the actual number of days elapsed); (v) have a remaining term to stated maturity not greater than, and not more than two years less than, the remaining term to stated maturity of the Removed Trust Asset; (vi) have an original loan to value ratio not higher than that of the Removed Trust Asset and a current loan to value ratio not higher than the then current loan-to-value ratio of the Removed Trust Asset; (vii) materially comply as of the date of substitution with all of the representations and warranties set forth in the Purchase Agreement; (viii) have an Environmental Report that indicates no material adverse

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environmental conditions with respect to the related Mortgaged Property and that will be delivered as a part of the related Servicing File; (ix) have an original Debt Service Coverage Ratio of not less than the original Debt Service Coverage Ratio of the Removed Trust Asset and a current Debt Service Coverage Ratio of not less than the current Debt Service Coverage Ratio of the Removed Trust Asset; (x) be determined by an Opinion of Counsel (at the Trust Asset Seller’s expense) to be a “qualified replacement mortgage” within the meaning of Code Section 860G(a)(4); (xi) not have a maturity date after the date that is three years prior to the Rated Final Distribution Date; (xii) not be substituted for a Removed Trust Asset unless the Certificate Administrator and the Trustee has received a prior No Downgrade Confirmation (the cost, if any, of obtaining such No Downgrade Confirmation to be paid by the Trust Asset Seller); (xiii) have been approved, so long as no Control Termination Event has occurred and is continuing, by the Directing Holder; and (xiv) not be substituted for a Removed Trust Asset if it would result in the termination of the REMIC status of either Trust REMIC or the imposition of tax on any of such REMICs other than a tax on income expressly permitted or contemplated to be received by the terms of this Agreement, as determined by an Opinion of Counsel.  In the event that one or more mortgage loans are substituted for one or more Removed Trust Assets, then the amounts described in clause (i) shall be determined on the basis of aggregate Stated Principal Balances and the rates described in clause (ii) above and the remaining term to stated maturity referred to in clause (v) above shall be determined on a weighted average basis; provided that no individual Mortgage Rate shall be lower than the highest Pass-Through Rate (not subject to a cap equal to the Net WAC Rate) of any Class of Principal Balance Certificates having an outstanding Certificate Balance.  When a Qualified Substitute Trust Asset is substituted for a Removed Trust Asset, the Trust Asset Seller shall certify that the Trust Asset meets all of the requirements of the above definition and shall send such certification to the Certificate Administrator, the Trust Advisor, the Trustee and, for so long as no Consultation Termination Event has occurred and is continuing, the Directing Holder.

“Rated Final Distribution Date”:  The Distribution Date in June 2030.

“Rating Agency”:  means any of DBRS and Moody’s.

“Rating Agency Q&A Forum and Servicer Document Request Tool”:  As defined in Section 3.14(d) of this Agreement.

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

“Realized Loss”:  With respect to any Distribution Date, the amount, if any, by which (i) the aggregate Certificate Balance of the Principal Balance Certificates after giving effect to distributions of principal on such Distribution Date exceeds (ii) the aggregate Stated Principal Balance of the Trust Assets (for purposes of this calculation only, not giving effect to any reductions of the Stated Principal Balance for principal payments received on the Trust Assets that were used to reimburse the Master Servicer or the Trustee from general collections of principal on the Trust Assets for Workout-Delayed Reimbursement Amounts, to the extent such Workout-Delayed Reimbursement Amounts are not otherwise determined to be Non-recoverable

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Advances) as of such Distribution Date (after giving effect to the reductions in such Stated Principal Balance on such Distribution Date).

“Reassignment of Assignment of Leases, Rents and Profits”:  As defined in Section 2.01(a)(viii) of this Agreement.

“Record Date”:  With respect to each Distribution Date, the close of business on the last day of the calendar month immediately preceding the month in which such Distribution Date occurs or, if such day is not a Business Day, the immediately preceding Business Day; provided, however, that with respect to the Distribution Date occurring in December 2013, the Record Date will be the Closing Date.

“Regular Certificates”:  The Principal Balance Certificates and the Class X Certificates.

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

“Regulation D”:  Regulation D under the Securities Act.

“Regulation S”:  Regulation S under the Securities Act.

“Regulation S Global Certificate”:  Each of the Class A, Class X, Class B, Class C, Class D, Class E, Class F and Class G Certificates issued as such on the Closing Date.

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

“Regulation S Transfer Certificate”:  As defined in Section 5.02(c)(i)(B) of this Agreement.

“Relevant Servicing Criteria”:  The Servicing Criteria applicable to each Reporting Servicer (as set forth, with respect to the Master Servicer, the Special Servicer and the Trust Advisor, on Schedule I to this Agreement).  For clarification purposes, multiple Reporting Servicers can have responsibility for the same Relevant Servicing Criteria and some of the Servicing Criteria will not be applicable to certain Reporting Servicers.  With respect to a Servicing Function Participant engaged by the Master Servicer or the Special Servicer, the term “Relevant Servicing Criteria” refers to the items of the Relevant Servicing Criteria applicable to the Master Servicer or the Special Servicer that engaged such Servicing Function Participant that are applicable to such Servicing Function Participant based on the functions it has been engaged to perform.

“Remaining Certificateholder”:  Any Holder (or Holders, provided they act in unanimity) holding (i) 100% of the Regular Certificates or (ii) a complete and irrevocable

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assignment of the Voting Rights thereof with respect to causing a qualified liquidation and the right to direct the exchange of the related certificates under Section 9.01(g).

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

“REMIC Provisions”:  Provisions of the federal income tax law relating to real estate mortgage investment conduits, which appear at Section 860A through 860G of Subchapter M of Chapter 1 of the Code, and related provisions, and regulations (including any applicable proposed regulations) and rulings promulgated thereunder, as the foregoing may be in effect from time to time.

“Removed Trust Asset”:  A Trust Asset which is repurchased from the Trust Fund pursuant to the terms hereof or as to which one or more Qualifying Substitute Trust Assets are substituted.

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

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

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

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

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

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

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

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

“REO Property”:  A Mortgaged Property title to which has been acquired by the Special Servicer on behalf of the Trust Fund through foreclosure, deed in lieu of foreclosure or otherwise.

“Replacement Trust Asset”:  Any Qualifying Substitute Trust Asset that is substituted for one or more Removed Trust Assets.

“Reporting Servicer”:  The Master Servicer, the Special Servicer (regardless of whether the Special Servicer has commenced special servicing of any Mortgage Loan) and each Servicing Function Participant.

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

“Repurchase Price”:  With respect to any Trust Asset to be repurchased or purchased pursuant to Section 2.03(e) or Section 9.01 of this Agreement, or any Specially Serviced Mortgage Loan or any REO Loan to be sold pursuant to Section 3.16 of this Agreement, an amount, calculated by the Master Servicer or the Special Servicer, as applicable, equal to:

(a)                                 the outstanding principal balance of such Trust Asset as of the date of purchase; plus

(b)                                 all accrued and unpaid interest on such Trust Asset at the related Mortgage Rate in effect from time to time to but not including the Due Date in the month of purchase, but excluding any Prepayment Premium or other prepayment penalty; plus

(c)                                  all related unreimbursed Property Advances plus accrued and unpaid interest on related Advances at the Advance Rate, and all Special Servicing Fees and Workout Fees allocable to such Trust Asset or the related Mortgage Loan; plus

(d)                                 any Liquidation Fee due pursuant to Section 3.12 of this Agreement allocable to such Trust Asset or the related Mortgage Loan; plus

(e)                                  all Additional Trust Fund Expenses allocable to such Trust Asset or the related Mortgage Loan; plus

(f)                                   if such Trust Asset (or related REO loan) is being purchased by the Trust Asset Seller pursuant to the Purchase Agreement, to the extent not otherwise included in the amount described in clause (c) of this definition, all reasonable out-of-pocket expenses reasonably incurred or to be incurred by the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator and the Trustee in respect of the Breach or Defect giving rise to the repurchase obligation, including any such expenses arising out of the enforcement of the repurchase obligation, including, without duplication, any such expenses previously reimbursed from the Collection Account or the applicable Mortgage Loan Collection Account, as applicable,

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plus accrued and unpaid interest thereon at the Advance Rate, to the extent payable to the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee.

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

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

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

“Request for Approval”:  As defined in Section 3.25(a) of this Agreement.

“Request for Release”:  A request for a release signed by a Servicing Officer, substantially in the form of Exhibit E to this Agreement.

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

“Requesting Party”:  As defined in Section 3.34(a) of this Agreement.

“Reserve Accounts”:  With respect to any Mortgage Loan, reserve accounts, if any, established pursuant to the Mortgage or the Loan Agreement and any Escrow Account.  Any Reserve Account may be a sub-account of a related Cash Management Account.  Any Reserve Account shall be beneficially owned for federal income tax purposes by the Person who is entitled to receive the reinvestment income or gain thereon in accordance with the terms and provisions of the related Mortgage Loan and Section 3.07 of this Agreement, which Person shall be taxed on all reinvestment income or gain thereon.  The Master Servicer shall be permitted to make withdrawals therefrom for deposit into the related Cash Management Account, if applicable, or the Collection Account or Mortgage Loan Collection Account or for the purposes set forth under the related Mortgage Loan Documents for the related Mortgage Loan.

“Residual Certificates”:  The Class R and Class LR Certificates, collectively.

“Resolution Extension Period” shall mean:

(a)                                             for purposes of remediating a Material Breach with respect to any Trust Asset, the 90-day period following the end of the applicable Initial Resolution Period;

(b)                                             for purposes of remediating a Material Defect with respect to any Mortgage Loan that is not a Specially Serviced Mortgage Loan at the commencement of, and does not become a Specially Serviced Mortgage Loan during, the applicable Initial Resolution Period, the period commencing at the end of the applicable Initial Resolution Period and ending on, and including, the earlier of (i) the 90th day following the end of such Initial Resolution Period and (ii) the 45th day following the Trust Asset Seller’s receipt of written notice from the Master Servicer or the Special Servicer of the occurrence of any Servicing Transfer Event with respect to such Mortgage Loan subsequent to the end of such Initial Resolution Period;

(c)                                              for purposes of remediating a Material Defect with respect to any Mortgage Loan that is a not a Specially Serviced Mortgage Loan as of the commencement of the applicable Initial Resolution Period, but as to which a Servicing Transfer Event occurs during

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such Initial Resolution Period, the period commencing at the end of the applicable Initial Resolution Period and ending on, and including, the 90th day following the earlier of the end of such Initial Resolution Period and the Trust Asset Seller’s receipt of written notice from the Master Servicer or the Special Servicer of the occurrence of such Servicing Transfer Event; and

(d)                                             for purposes of remediating a Material Defect with respect to any Mortgage Loan that is a Specially Serviced Mortgage Loan as of the commencement of the applicable Initial Resolution Period, zero (-0-) days; provided that, if the Trust Asset Seller did not receive written notice from the Master Servicer or the Special Servicer of the relevant Servicing Transfer Event as of the commencement of the applicable Initial Resolution Period, then such Servicing Transfer Event shall be deemed to have occurred during such Initial Resolution Period and clause (c) of this definition will be deemed to apply.

“Responsible Officer”:  When used with respect to the Trustee or the Certificate Administrator, any officer of the Trustee or the Certificate Administrator, as the case may be, assigned to the Corporate Trust Office of such party; in each case, with direct responsibility for the administration of this Agreement and also, with respect to a particular matter, any other officer to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject, and, in the case of any certification required to be signed by a Responsible Officer, such an officer whose name and specimen signature appears on a list of corporate trust officers furnished to the Master Servicer by the Trustee and the Certificate Administrator, as such list may from time to time be amended.

“Restricted Certificate”:  As defined in Section 5.02(k) of this Agreement.

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

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

“Rule 144A Global Certificate”:  Each of the Class A, Class X, Class B, Class C, Class D, Class E, Class F and Class G Certificates issued as such on the Closing Date.

“Scheduled Extension”:  With respect to any Mortgage Loan, an extension of the Maturity Date of such Mortgage Loan, as specifically provided in the related Mortgage Loan Documents.

“Scheduled Extension Fee”:  With respect to any Mortgage Loan, a fee set forth in the related Mortgage Loan Documents as being payable by the Borrower upon a Scheduled Extension of the Maturity Date of such Mortgage Loan.

“Securities Act”:  The Securities Act of 1933, as it may be amended from time to time.

“Securities Legend”:  As defined in Section 5.02(c)(iii) of this Agreement.

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“Segregated Liquidity”:  An amount equal to the sum of (1)  undrawn Committed amounts under the Wells Fargo Repurchase Facility; (2) cash or cash equivalents of the Trust Asset Seller and its consolidated subsidiaries that are segregated and set aside for the sole purpose of funding future advances (including amounts, if any, on deposit in the restricted account); and (3) undrawn amounts under any warehouse facility of the Trust Asset Seller and its consolidated subsidiaries that are available for draw subject only to the satisfaction of general conditions precedent in the related warehouse facility documents.

“Service(s)(ing)”:  In accordance with Regulation AB, the act of servicing and administering the Trust Assets or any other assets of the Trust by an entity that meets the definition of “servicer” set forth in Item 1101 of Regulation AB and is referenced in the disclosure requirements set forth in Item 1108 of Regulation AB.  For clarification purposes, any uncapitalized occurrence of this term shall have the meaning commonly understood by participants in the commercial mortgage-backed securities market.

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

“Servicing Compensation”:  With respect to any Collection Period, the related Servicing Fee and any other fees, charges or other amounts payable to the Master Servicer under this Agreement for such period.

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

“Servicing Fee”:  With respect to each Mortgage Loan and REO Loan and for any Distribution Date, an amount per Interest Accrual Period equal to the product of (i) the Servicing Fee Rate and (ii) the Stated Principal Balance of such Mortgage Loan as of the Due Date immediately preceding such Distribution Date (without giving effect to payments of principal on such Mortgage Loan on such Due Date).  The Servicing Fee shall be calculated in accordance with the provisions of Section 1.02(a) of this Agreement.  For the avoidance of doubt, the Servicing Fee allocated to each Trust Asset shall be deemed to be paid from the Lower-Tier REMIC.

“Servicing Fee Amount”:  With respect to the Master Servicer and any date of determination, the aggregate of the products obtained by multiplying, for each Mortgage Loan, (a) the Stated Principal Balance of such Mortgage Loan as of the end of the immediately preceding Collection Period and (b) the Master Servicing Fee Rate for such Mortgage Loan.  With respect to the each Sub-Servicer of the Master Servicer and any date of determination, the aggregate of the products obtained by multiplying, for each Mortgage Loan sub-serviced by such Sub-Servicer, (a) the Stated Principal Balance of such Mortgage Loan as of the end of the immediately preceding Collection Period and (b) the Primary Servicing Fee Rate for such Mortgage Loan.

“Servicing Fee Rate”:  With respect to each Mortgage Loan and REO Loan, the sum of the Master Servicing Fee Rate and the Primary Servicing Fee Rate.

“Servicing File”:  As defined in the Purchase Agreement.

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“Servicing Function Participant”:  Any Person, other than the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee or the Certificate Administrator, that, within the meaning of Item 1122 of Regulation AB, is performing activities that address the Servicing Criteria, unless such Person’s activities relate only to 5% or less of the Trust Assets (based on their Stated Principal Balance) or the Master Servicer has assumed responsibility for the servicing activity, as provided for under Regulation AB.

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

“Servicing Standard”:  With respect to the Master Servicer (with respect to the Mortgage Loans that are not Specially Serviced Mortgage Loans) and the Special Servicer (with respect to the Specially Serviced Mortgage Loans and REO Loans) (in each case, directly or through one or more sub-servicers), to diligently service and administer the applicable Mortgage Loans in the best interests of and for the benefit of all of the Certificateholders and the related Companion Participation Holders (as a collective whole as if such Certificateholders and the related Companion Participation Holders constituted a single lender) in accordance with applicable law, the terms of this Agreement, the terms of the applicable Mortgage Loans and the terms of the related Participation Agreement and to the extent consistent with the foregoing:

(a)                                             in accordance with the higher of the following standards of care:

(i)                                     the same manner in which, and with the same care, skill, prudence and diligence with which the Master Servicer or the Special Servicer, as the case may be, services and administers similar mortgage loans and REO Properties for other third-party portfolios, giving due consideration to the customary and usual standards of practice of prudent institutional commercial and multifamily mortgage loan servicers servicing mortgage loans and REO Properties for other third party portfolios or securitization trusts;

(ii)                                  the same care, skill, prudence and diligence with which the Master Servicer or the Special Servicer, as the case may be, services and administers commercial and multifamily mortgage loans and REO Properties owned, if any, by the Master Servicer or the Special Servicer, as the case may be; and

(b)                                             with a view to the timely recovery of all payments of principal and interest under the applicable Mortgage Loans or, in the case of Defaulted Trust Assets, the maximization of timely recovery of principal and interest on a net present value basis (determined in accordance with the Mortgage Loan Documents or, in the event the Mortgage Loan Documents are silent, at the Calculation Rate) on each Mortgage Loans, and the best

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interests of the Trust and the Certificateholders and the related Companion Participation Holder (as a collective whole as if such Certificateholders and related Companion Participation Holder constituted a single lender);

(c)                                              but without regard to any potential conflict of interest arising from:

(i)                                     any relationship that the Master Servicer or the Special Servicer, as the case may be, or any Affiliate of the Master Servicer or the Special Servicer, may have with the related Borrower, the Trust Asset Seller, any other party to this Agreement or any Affiliate of the foregoing;

(ii)                                  the ownership of any Certificate or any Companion Participation by the Master Servicer or the Special Servicer, as the case may be, or any Affiliate of the Master Servicer or the Special Servicer;

(iii)                               the Master Servicer’s obligation to make Advances;

(iv)                              the Master Servicer’s or the Special Servicer’s, as the case may be, right to receive compensation for its services hereunder or with respect to any particular transaction;

(v)                                 the ownership, servicing or management for others of any other mortgage loans or mortgaged properties by the Master Servicer or the Special Servicer or any Affiliate of the Master Servicer or the Special Servicer, as applicable;

(vi)                              any debt that the Master Servicer or the Special Servicer or any Affiliate of the Master Servicer or the Special Servicer, as applicable, has extended to any Borrower or an Affiliate of any Borrower (including, without limitation, any mezzanine financing); and

(vii)                           any obligation of the Special Servicer, or an affiliate thereof, to repurchase or substitute for a Mortgage Loan.

“Servicing Transfer Event”:  An event specified in the definition of Specially Serviced Mortgage Loan.

“Similar Law”:  As defined in Section 5.02(k) of this Agreement.

“Special Notice”:  Any (a) notice transmitted to Certificateholders pursuant to Section 5.05(c) of this Agreement, (b) notice of any request by at least 25% of the Voting Rights of the Certificates to terminate and replace the Special Servicer pursuant to Section 3.22(b) of this Agreement, (c) notice of any request by at least 15% of the Voting Rights with respect to the Mortgage Loans of the Certificates to terminate and replace the Trust Advisor pursuant to Section 7.07(e) of this Agreement and (d) notice transmitted to Certificateholders pursuant to Section 3.22(c) of this Agreement.

“Special Servicer”:  Ares Commercial Real Estate Servicer LLC, a Delaware limited liability company, or its successor in interest, or any successor special servicer appointed as

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provided in Section 3.22 of this Agreement, including without limitation any successor special servicer appointed with respect to a specific Mortgage Loan pursuant to Section 3.22 of this Agreement.  In the event there is more than one Special Servicer administering Specially Serviced Mortgage Loans hereunder, each reference in this Agreement to the “Special Servicer” shall be construed to apply to the Special Servicer then servicing that particular Mortgage Loan.

“Special Servicer Event of Default”:  As defined in Section 7.01(b) of this Agreement.

“Special Servicing Compensation”:  With respect to any Mortgage Loans or related REO Property, any of the Special Servicing Fee, Workout Fee, Liquidation Fee and any other fees, charges or other amounts which shall be due to the Special Servicer.

“Special Servicing Fee”:  With respect to each Specially Serviced Mortgage Loan (or REO Loan) for each calendar month (or portion thereof), the fraction of the Special Servicing Fee Rate applicable to such month, or portion thereof (determined using the same interest accrual methodology that is applied with respect to the Mortgage Rate for such Specially Serviced Mortgage Loan or REO Loan for such month) multiplied by the Stated Principal Balance of such Specially Serviced Mortgage Loan as of the Due Date (without giving effect to all payments of principal on such Specially Serviced Mortgage Loan or REO Loan on such Due Date) immediately preceding the applicable Distribution Date (or, in the event that a Principal Prepayment in full or an event described in clauses (i)-(vii) under the definition of Liquidation Proceeds has occurred with respect to any such Specially Serviced Mortgage Loan or REO Loan on a date that is not a Due Date, on the basis of the actual number of days to elapse from and including the most recently preceding related Due Date to but excluding the date of such Principal Prepayment or Liquidation Proceeds event in a month consisting of 30 days).  For the avoidance of doubt, the Special Servicing Fee shall be deemed to be paid from the Lower-Tier REMIC.

“Special Servicing Fee Rate”:  A rate equal to 0.25% per annum; provided that, the Special Servicer may from time to time, at its option, adjust its Special Servicing Fee in the range of 0.0% to 0.25% per annum, inclusively (no such adjustment will impact the Special Servicer’s right to adjust the Special Servicing Fee in the future).  If the Special Servicer elects to adjust its Special Servicing Fee, the Special Servicer shall notify the Master Servicer of such adjustment on or before the first Business Day after the Determination Date immediately prior to the Servicer Remittance Date on which such adjusted Special Servicing Fee Rate will become effective.

“Specially Serviced Mortgage Loan”:  Subject to Section 3.23 of this Agreement, any Mortgage Loan with respect to which:

(a)                                 either (x) other than a Balloon Loan, a payment default shall have occurred on such Mortgage Loan at its Maturity Date or, if the Maturity Date of such Mortgage Loan has been extended in accordance with the Pooling and Servicing Agreement, a payment default occurs on such Mortgage Loan at its extended Maturity Date or (y) with respect to a Balloon Loan, a payment default shall have occurred with respect to the related Balloon Payment; provided, however if (A) the related Borrower is diligently seeking a refinancing commitment (and delivers a statement to that effect to the Master Servicer, who shall promptly deliver a copy

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to the Special Servicer, the Trust Advisor and the Directing Holder (but only for so long as no Consultation Termination Event has occurred and is continuing) within 30 days after the default), (B) the related Borrower continues to make its Assumed Scheduled Payment, (C) no other Servicing Transfer Event has occurred with respect to that Mortgage Loan and (D) if applicable, for so long as a Control Termination Event has not occurred and is not continuing, the Directing Holder consents, a Servicing Transfer Event will not occur until 60 days beyond the related Maturity Date; and provided, further, if the related Borrower has delivered to the Master Servicer, who shall have promptly delivered a copy to the Special Servicer and the Directing Holder (but only for so long as no Consultation Termination Event has occurred and is continuing), on or before the 60th day after the related Maturity Date, a refinancing commitment reasonably acceptable to the Special Servicer, and the Borrower continues to make its Assumed Scheduled Payments (and no other Servicing Transfer Event has occurred with respect to that Mortgage Loan), a Servicing Transfer Event will not occur until the earlier of (1) 120 days beyond the related Maturity Date or extended Maturity Date and (2) the termination of the refinancing commitment;

(b)                                 any Monthly Payment (other than a Balloon Payment) is 60 days or more delinquent;

(c)                                  the Master Servicer or the Special Servicer determines in its reasonable business judgment, exercised in accordance with the Servicing Standard, that (x) a default consisting of a failure to make a payment of principal or interest is reasonably foreseeable or there is a significant risk of such default or (y) any other default that is likely to impair the use or marketability of the related Mortgaged Property or the value of the Mortgaged Property as security for the Mortgage Loan is reasonably foreseeable or there is a significant risk of such default, which monetary or other default, in either case, would likely continue unremedied beyond the applicable grace period (or, if no grace period is specified, for a period of 60 days) and is not likely to be cured by the related Borrower within 60 days or, except as provided in clause (i)(y) above, in the case of a Balloon Payment, for at least 30 days;

(d)                                 the related Borrower has become the subject of a decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under any present or future federal or state bankruptcy, insolvency or similar law, or the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs;

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

(f)                                   the related Borrower admits (orally or in writing) its inability to pay its debts generally as they become due, files a petition to take advantage of any applicable insolvency or reorganization statute, makes an assignment for the benefit of its creditors, or voluntarily suspends payment of its obligations;

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(g)                                  a default, of which the Master Servicer or the Special Servicer has notice (other than a failure by such related Borrower to pay principal or interest) and that in the opinion of the Master Servicer or the Special Servicer materially and adversely affects the interests of the Certificateholders or the related Companion Participation Holder occurs and remains unremedied for the applicable grace period specified in the Loan Documents for such Mortgage Loan (or if no grace period is specified for those defaults which are capable of cure, 60 days);

(h)                                 the Master Servicer or Special Servicer receives notice of the foreclosure or proposed foreclosure of any lien on the related Mortgaged Property; or

(i)                                     the Master Servicer or the Special Servicer receives actual notice that the related Borrower has violated any “due-on-sale” or “due-on-encumbrance” provision in the related Mortgage Loan Documents (each, a “Servicing Transfer Event”);

provided, however, that such Mortgage Loan will cease to be a Specially Serviced Mortgage Loan (each, a “Corrected Mortgage Loan”) (A) with respect to the circumstances described in clauses (a) and (b) above, when the Borrower thereunder has brought the Mortgage Loan current and thereafter made three consecutive full and timely Monthly Payments, including pursuant to any workout of the Mortgage Loan, (B) with respect to the circumstances described in clause (c), (d), (e), (f) and (h) above, when such circumstances cease to exist in the good faith judgment of the Special Servicer or (C) with respect to the circumstances described in clause (g) and (i) above, when such default is cured (as determined by the Special Servicer in accordance with the Servicing Standard) or waived by the Special Servicer; provided, in each case, that at that time no circumstance exists (as described above) that would cause the Mortgage Loan to continue to be characterized as a Specially Serviced Mortgage Loan.

“Sponsor”:  ACRC Lender LLC, a Delaware limited liability company, or its successor in interest.

“Startup Day”:  In the case of the Upper-Tier REMIC and Lower-Tier REMIC, the day designated as such pursuant to Section 2.06(a) of this Agreement.

“Stated Principal Balance”:  With respect to any Trust Asset, Companion Participation or Mortgage Loan, on any date of determination, the principal balance as of the Cutoff Date (or in the case of a Replacement Trust Asset, the outstanding principal balance as of the related date of substitution and after application of all scheduled payments of principal and interest due on or before the related Due Date in the month of substitution, whether or not received), as reduced (to not less than zero) on each Distribution Date by (i) all payments (or P&I Advances in lieu thereof) of, and all other collections allocated as provided in Section 1.02 of this Agreement to, principal of or with respect to such Trust Asset, Companion Participation or Mortgage Loan that are distributed to Certificateholders on such Distribution Date or Companion Participation Holders on the related remittance date in the same calendar month as such Distribution Date or applied to any other payments required under this Agreement on or prior to such Distribution Date, and (ii) any principal forgiven by the Special Servicer and other principal losses realized in respect of such Trust Asset, Companion Participation or Mortgage Loan during the related Collection Period.

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A Trust Asset or any related REO Loan (excluding any portion thereof representing a Companion Participation) shall be deemed to be part of the Trust Fund and to have an outstanding Stated Principal Balance until the Distribution Date on which Liquidation Proceeds, if any, received in connection with a Final Recovery Determination are to be (or, if no such Liquidation Proceeds are received, would have been) distributed to Certificateholders.  The Stated Principal Balance of any Mortgage Loan with respect to which the Master Servicer or Special Servicer has made a Final Recovery Determination during any Collection Period is zero from and after the related Collection Period.

“Subcontractor”:  Any vendor, subcontractor or other Person that is not responsible for the overall servicing (as “servicing” is commonly understood by participants in the mortgage-backed securities market) of Trust Assets but performs one or more discrete functions identified in Item 1122(d) of Regulation AB with respect to Trust Assets under the direction or authority of the Master Servicer or a Servicing Function Participant.

“Substitution Shortfall Amount”:  In connection with the substitution of one or more Replacement Trust Assets for one or more Removed Trust Assets, the amount, if any, by which the Repurchase Price or aggregate Repurchase Price, as the case may be, for such Removed Trust Asset(s) calculated as of the date of substitution exceeds the Stated Principal Balance or aggregate Stated Principal Balance, as the case may be, of such Replacement Trust Asset(s) as of the date of substitution.

“Sub-Servicer”:  Any Person engaged by the Master Servicer or the Special Servicer (including, for the avoidance of doubt, the Trust Asset Seller Sub-Servicer) to perform Servicing with respect to one or more Mortgage Loans or REO Loans.

“Sub-Servicing Agreement”:  The written contract between the Master Servicer or the Special Servicer, on the one hand, and any Sub-Servicer, on the other hand, relating to servicing and administration of the Mortgage Loans as provided in Section 3.01(c) of this Agreement.

“Tax Matters Person”:  The Person designated as the “tax matters person” of a REMIC pursuant to Treasury Regulations Section 1.860F-4(d).

“Tax Returns”:  The federal income tax returns on IRS Form 1066, U.S. Real Estate Mortgage Investment Conduit (REMIC) Income Tax Return, including Schedule Q thereto, Quarterly Notice to Residual Interest Holders of REMIC Taxable Income or Net Loss Allocation, or any successor forms, to be filed by the Certificate Administrator on behalf of each of the Upper-Tier REMIC and the Lower-Tier REMIC due to its classification as a REMIC under the REMIC Provisions, the federal income tax return to be filed by the Certificate Administrator on behalf of the Grantor Trust due to its classification as a grantor trust under subpart E, part I of the subchapter J of the Code, together with any and all other information, reports or returns that may be required to be furnished to the Certificateholders or filed with the IRS or any other governmental taxing authority under any applicable provisions of federal law or Applicable State and Local Tax Law.

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

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

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

“Third Party Appraiser”:  A Person performing an Appraisal.

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

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

“Transferee Affidavit”:  As defined in Section 5.02(l)(ii) of this Agreement.

“Transferor Letter”:  As defined in Section 5.02(l)(ii) of this Agreement.

“Trimont”: Trimont Real Estate Advisors, Inc., a Georgia corporation, or its successor in interest.

“Trust” or “Trust Fund”:  The corpus of the trust created hereby and to be administered hereunder, consisting of (in each case, to the extent of the Trust Fund’s interest therein and specifically excluding any interest of the related Companion Participation Holder therein and any Excluded Fees):  (i) such Trust Assets as from time to time are subject to this Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections in respect of the Trust Assets due after the Cutoff Date (except for the Excluded Fees); (iii) any REO Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments of Leases, Rents and Profits and any security agreements; (vi) any indemnities or guaranties given as additional security for any Trust Assets; (vii) a security interest in all assets deposited in the Borrower Accounts; (viii) any Loss of Value Reserve Fund; (ix) amounts on deposit in the Collection Account, and the Mortgage Loan Collection Accounts attributable to the Trust Assets as identified on the Trust Ledger, the Distribution Accounts, any Excess Liquidation Proceeds Account, and any Mortgage Loan REO Account, including any reinvestment income, as applicable; (x) a security interest in any environmental indemnity agreements relating to the Mortgaged Properties; (xi) a security interest in all insurance policies with respect to the Trust Assets and the Mortgaged Properties; (xii) the rights and remedies under the Purchase Agreement relating to document delivery requirements with respect to the Trust Assets and the representations and warranties of the Trust Asset Seller regarding its Trust Assets; (xiii) the Lower-Tier Regular Interests and (xiv) the proceeds of the foregoing (other than any interest earned on deposits in the Borrower Accounts, to the extent such interest belongs to the related Borrower).

“Trust Advisor”:  Trimont, or any successor Trust Advisor appointed as herein provided.

“Trust Advisor Annual Report”:  As defined in Section 3.35(d)(iv) of this Agreement.

“Trust Advisor Fee”:  With respect to each Trust Asset and any Distribution Date, an amount per Interest Accrual Period equal to the product of (i) the Trust Advisor Fee Rate and (ii) the Stated Principal Balance of such Trust Asset as of the Due Date in the immediately

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preceding Collection Period (without giving effect to payments of principal on such Mortgage Loan on such Due Date).  Such fee shall be in addition to, and not in lieu of, any other fee or other sum payable to the Trust Advisor under this Agreement.  The Trust Advisor Fee shall be calculated in accordance with the provisions of Section 1.02(a) of this Agreement.  For the avoidance of doubt, the Trust Advisor Fee shall be payable from the Lower-Tier REMIC.

“Trust Advisor Consulting Fee”:  A fee for each Major Decision on which the Trust Advisor has consulting rights equal to $10,000 with respect to any Trust Asset or such lesser amount as the related Borrower agrees to pay, payable pursuant to Section 3.06(a) of this Agreement; provided, however, no such fee shall be payable unless paid by the related Borrower; provided, further that the Trust Advisor or the Special Servicer (as provided in Section 3.35(j) in accordance with the Servicing Standard) may reduce the Trust Advisor Consulting Fee with respect to any Major Decision.

“Trust Advisor Fee Rate”:  With respect to each Interest Accrual Period, a rate equal to 0.002% per annum.

“Trust Advisor Standard”:  As defined in Section 3.35(b) of this Agreement.

“Trust Advisor Termination Event”:  As defined in Section 7.07(a) of this Agreement.

“Trust Asset”:  Each of the pari passu participations transferred and assigned to the Trustee pursuant to Section 2.01 of this Agreement and from time to time held in the Trust Fund.  The Trust Assets originally so transferred, assigned and held are identified on the Trust Asset Schedule as of the Closing Date.  Such term shall include any REO Loan or Specially Serviced Mortgage Loan.  Such term shall not include the Companion Participations.

“Trust Asset Schedule”:  The list of Trust Assets included in the Trust Fund as of the Closing Date being attached as Exhibit B to this Agreement, which list shall set forth the following information with respect to each Trust Asset:

(a)                                 the Asset Number;

(b)                                 the Trust Asset name;

(c)                                  the street addresses (including city, state and zip code) of the related Mortgaged Property or Mortgaged Properties;

(d)                                 the Mortgage Rate in effect as of the Cutoff Date;

(e)                                  the original principal balance;

(f)                                   the Stated Principal Balance of such Trust Asset and the related Mortgage Loan as of the Cutoff Date;

(g)                                  the Maturity Date of such Trust Asset and the related Mortgage Loan;

(h)                                 the Due Date of the related Mortgage Loan;

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(i)                                     the amount of the Monthly Payment on the related Mortgage Loan due on the first Due Date following the Cutoff Date that is allocable to such Trust Asset;

(j)                                    the Servicing Fee Rate; and

(k)                                 whether any letter of credit is held by the lender as a beneficiary or is assigned as security for such Trust Asset.

Such list may be in the form of more than one list, collectively setting forth all of the information required.  A comparable list shall be prepared with respect to each Companion Participation.

“Trust Asset Seller Sub-Servicer”:  A Servicing Function Participant or Sub-Servicer required to be retained by the Master Servicer by the Trust Asset Seller or any successor thereto.  On the Closing Date, Ares Commercial Real Estate Servicer LLC will be the Trust Asset Seller Sub-Servicer with respect to all of the Mortgage Loans.

“Trust Asset Seller”:  ACRC Lender LLC, an indirect wholly-owned subsidiary of Ares Commercial Real Estate Corporation.

“Trust Ledger”:  Amounts deposited in the Collection Account or the Mortgage Loan Collection Accounts attributable to the Trust Assets, which are maintained pursuant to Section 3.06(a) or 3.06(b) of this Agreement and held on behalf of the Trustee on behalf of the Certificateholders.

“Trust REMICs”:  The Lower-Tier REMIC and the Upper-Tier REMIC.

“Trustee”:  U.S. Bank National Association, a national banking association, in its capacity as Trustee, or its successor in interest, or any successor Trustee appointed as herein provided.

“Trustee/Certificate Administrator Fee”:  With respect to each Trust Asset and for any Distribution Date, an amount per Interest Accrual Period equal to the product of (i) the Trustee/Certificate Administrator Fee Rate multiplied by (ii) the Stated Principal Balance of such Trust Asset as of the Due Date in the immediately preceding Collection Period (without giving effect to payments of principal on such Trust Asset on such Due Date).  The Trustee/Certificate Administrator Fee shall be calculated in accordance with the provisions of Section 1.02(a) of this Agreement.  For the avoidance of doubt, the Trustee/Certificate Administrator Fee with respect to each Trust Asset shall be deemed to be paid from the Lower-Tier REMIC.

“Trustee/Certificate Administrator Fee Rate”:  A rate equal to 0.004% per annum.

“Underwritten Net Cash Flow”: With respect to any Mortgaged Property, means the Underwritten Net Operating Income decreased by the estimated capital expenditures and adding back reserves for estimated capital expenditures, including tenant improvement costs and leasing commissions, as applicable.

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“Underwritten Net Operating Income”: With respect to any Mortgaged Property, means an estimate of cash flow available for debt service as determined by the Trust Asset Seller.

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

“Unscheduled Payments”:  With respect to a Mortgage Loan and a Collection Period, all Net Liquidation Proceeds, Net Condemnation Proceeds and Net Insurance Proceeds payable under such Mortgage Loan, the Repurchase Price of any related Trust Asset that is repurchased or purchased pursuant to or as contemplated by Section 2.03(e), Section 3.16 or Section 9.01 of this Agreement, the Substitution Shortfall Amount with respect to any substitution pursuant to Section 2.03(g) of this Agreement, the Loss of Value Payment made pursuant to Section 2.03(e) of this Agreement and any other payments under or with respect to such Mortgage Loan not scheduled to be made, including Principal Prepayments received by the Master Servicer (but excluding Prepayment Premiums, if any) during such Collection Period.

“Updated Appraisal”:  An Appraisal of a Mortgaged Property or REO Property, as the case may be, conducted subsequent to any appraisal performed on or prior to the Cutoff Date and in accordance with Appraisal Institute standards, the costs of which shall be paid as a Property Advance by the Master Servicer.  Updated Appraisals shall be conducted by an Independent MAI appraiser selected by the Special Servicer.

“Upper-Tier Distribution Account”:  The segregated non-interest bearing trust account or sub-account created and maintained by the Certificate Administrator pursuant to Section 3.05(e) of this Agreement, which shall be entitled “U.S. Bank National Association, as Certificate Administrator, for the benefit of U.S. Bank National Association, as Trustee, and the Holders of ACRE Commercial Mortgage Trust 2013-FL1, Commercial Mortgage Pass-Through Certificates, Upper-Tier Distribution Account” and which must be an Eligible Account or a sub-account of an Eligible Account.  The Upper-Tier Distribution Account shall be an asset of the Upper-Tier REMIC.

“Upper-Tier Regular Interests”:  As set forth in the Preliminary Statement.

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

“U.S. Person”:  A citizen or resident of the United States, a corporation or partnership (except to the extent provided in applicable Treasury Regulations, or other entity) created or organized in or under the laws of the United States, any state thereof or the District of Columbia, including any entity treated as a corporation or partnership for federal income tax purposes, an

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estate whose income is subject to United States federal income tax regardless of its source, or a trust if a court within the United States is able to exercise primary supervision over the administration of such trust, and one or more such U.S. Persons have the authority to control all substantial decisions of such trust (or, to the extent provided in applicable Treasury Regulations, certain trusts in existence on August 20, 1996 that have elected to be treated as U.S. Persons).

“USAP Report”:  A statement by a firm of independent public accountants that is a member of the American Institute of Certified Public Accountants, to the effect that such firm has examined the servicing operations of the applicable servicer for the previous calendar year and that, on the basis of such examination conducted substantially in compliance with the Uniform Single Attestation Program for Mortgage Bankers (“USAP”), such firm confirms that the applicable servicer complied with the minimum servicing standards identified in USAP, in all material respects, except for such exceptions or errors in records that, in the opinion of such firm, the USAP does not require it to report.

“Voting Rights”:  The portion of the voting rights of all of the Certificates that is allocated to any Certificateholder or Class of Certificateholders.  At all times during the term of this Agreement, the percentage of Voting Rights assigned to each Class shall be:  (a)  98% to be allocated among the Certificateholders of the respective Classes of Principal Balance Certificates in proportion to the Certificate Balances of their Certificates, (b) 2% to the Certificateholders of the Class X Certificates and (c) except as otherwise set forth in this Agreement with respect to any particular matter, 0%, in the case of the Class R and Class LR Certificates.  Voting Rights allocated to a Class of Certificateholders shall be allocated among such Certificateholders in proportion to the Percentage Interests in such Class evidenced by their respective Certificates.

“Wells Fargo Repurchase Facility”:  The warehouse facility evidenced by the Master Repurchase and Securities Contract, dated as of December 14, 2011, between Wells Fargo Bank, National Association, as buyer, and ACRC Lender W LLC, as seller, as the same may be amended, supplemented or restated from time to time.

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

“WHFIT Regulations”:  shall mean Treasury Regulations section 1.671-5, as amended.

“Workout-Delayed Reimbursement Amounts”:  With respect to any Trust Asset or, with respect to Property Advances, any Mortgage Loan, the amount of any Advance made with respect to such Trust Asset or Mortgage Loan on or before the date such Trust Asset or Mortgage Loan becomes (or, but for the making of three monthly payments under its modified terms, would then constitute) a Corrected Mortgage Loan, together with (to the extent accrued and unpaid) interest on such Advances, to the extent that (i) such Advance is not reimbursed to the Person who made such Advance on or before the date, if any, on which such Trust Asset or Mortgage Loan, as the case may be, becomes a Corrected Mortgage Loan and (ii) the amount of such Advance becomes an obligation of the related Borrower to pay such amount under the terms of the modified Mortgage Loan Documents.

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“Workout Fee”:  An amount equal to 1.0% of each collection of interest and principal (including scheduled payments, prepayments (provided that a repurchase or substitution by the Trust Asset Seller of a Trust Asset due to a Material Defect or a Material Breach shall not be considered a prepayment for purposes of this definition), Balloon Payments and payments at maturity, but excluding late payment charges and Default Interest) received on a Specially Serviced Mortgage Loan that becomes a Corrected Mortgage Loan for so long as it remains a Corrected Mortgage Loan, pursuant to Section 3.12(c) of this Agreement with respect to any particular workout of a Specially Serviced Mortgage Loan; provided, that no Workout Fee shall be payable by the Trust with respect to any Corrected Mortgage Loan if and to the extent that the Corrected Mortgage Loan became a Specially Serviced Mortgage Loan under clause (c) of the definition of “Specially Serviced Mortgage Loan” and no event of default actually occurs, unless the Mortgage Loan is modified by the Special Servicer in accordance with the terms of this Agreement or the Mortgage Loan subsequently qualifies as a Specially Serviced Mortgage Loan for a reason other than under clause (c) of the definition thereof.  Notwithstanding the foregoing, the total amount of Workout Fees payable by the Trust with respect to any Corrected Mortgage Loan and with respect to any particular workout (assuming, for the purposes of this calculation, that such Corrected Mortgage Loan continues to perform throughout its term in accordance with the terms of the related workout) will be reduced by the amount of any and all related Offsetting Modification Fees received by the Special Servicer as additional servicing compensation relating to that Corrected Mortgage Loan; provided that the Special Servicer will be entitled to collect such Workout Fees from the Trust until such time it has been fully paid such reduced amount.  For the avoidance of doubt, the Trust Asset Seller will be required to pay a Workout Fee in connection with a repurchase or substitution to the extent the Special Servicer was entitled to such a fee and such fee was unpaid immediately prior to such repurchase or substitution or was previously paid by the Trust and was not reimbursed by the related Borrower immediately prior to such repurchase or substitution.  In furtherance of the foregoing, upon a Specially Serviced Mortgage Loan becoming a Corrected Mortgage Loan, the Special Servicer shall provide the Master Servicer with a calculation of the total amount of Workout Fees expected to be payable by the Trust with respect to such Corrected Mortgage Loan throughout its term (which calculation shall be reasonably acceptable to the Master Servicer).

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

(a)                                             All calculations of interest with respect to the Trust Assets, the Companion Participations and the Mortgage Loans and of Advances in respect thereof provided for herein shall be made on an Actual/360 basis.  The Servicing Fee, the CREFC® License Fee and the Trust Advisor Fee for each Trust Asset or Mortgage Loan, as applicable, shall accrue on the same basis as interest accrues on such Trust Asset or Mortgage Loan, as applicable.

(b)                                             Any Trust Asset or Mortgage Loan payment is deemed to be received on the date such payment is actually received by the Master Servicer or the Certificate Administrator; provided, however, that for purposes of calculating distributions on the Certificates and Prepayment Interest Excess, Principal Prepayments with respect to any Trust Asset or Mortgage Loan are deemed to be received on the date they are applied in accordance with Section 3.01(b) of this Agreement to reduce the Stated Principal Balance of such Trust Asset or Mortgage Loan on which interest accrues.

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(c)                                              Except as otherwise provided in the related Mortgage Loan Documents or Participation Agreement, any amounts received in respect of a Trust Asset or Mortgage Loan as to which a default has occurred and is continuing in excess of Monthly Payments shall be applied to Default Interest and other amounts due on such Trust Asset or Mortgage Loan prior to the application to late fees.

(d)                                             Allocations of payments between a Trust Asset and the related Companion Participation shall be made in accordance with the related Participation Agreement.

(e)                                              If an expense under this Agreement relates in the reasonable judgment of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee or the Paying Agent, as applicable, primarily to the administration of the Trust Fund or either Trust REMIC or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense, or this Agreement states that any expense is solely “an expense of the Trust Fund” or words of similar import, then such expense shall not be allocated to, deducted or reimbursed from, or otherwise charged against any Companion Participation Holder and such Companion Participation Holder shall not suffer any adverse consequences as a result of the payment of such expense.

(f)                                               All amounts collected by or on behalf of the Trust in respect of any Trust Asset or Mortgage Loan in the form of payments from the related Borrower, Liquidation Proceeds, Condemnation Proceeds or Insurance Proceeds (in each case, exclusive of amounts payable to the related Companion Participation Holder in accordance with the related Participation Agreement) shall be allocated to amounts due and owing under the related Mortgage Loan Documents (including for principal and accrued and unpaid interest) in accordance with the express provisions of the related Mortgage Loan Documents and the related Participation Agreement; provided, however, absent such express provisions, and after an event of default thereunder that has not been cured or waived, all such amounts collected (in each case, exclusive of amounts payable to the related Companion Participation Holder in accordance with the related Participation Agreement) shall be deemed to be allocated for purposes of collecting amounts due under, and allocable to, the Trust Asset in the following order of priority (in each case, following the application of any priority of payments provided in the related Participation Agreement):

(i)                                     as a recovery of any unreimbursed Advances with respect to such Trust Asset and unpaid interest at the Advance Rate on such Advances and, if applicable, unreimbursed and unpaid Additional Trust Fund Expenses with respect to such Trust Asset (in the case of interest on Advances and, if applicable, unreimbursed and unpaid Additional Trust Fund Expenses, to the extent expressly payable by the borrower under the related Mortgage Loan Documents);

(ii)                                  as a recovery of Non-recoverable Advances with respect to such Trust Asset and any interest at the Advance Rate thereon to the extent previously reimbursed or paid from Principal Distribution Amounts with respect to the other Trust Assets (in the case of interest on Advances, to the extent expressly payable by the borrower under the related Mortgage Loan Documents);

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(iii)                               to the extent not previously allocated pursuant to clause (i) or (ii) above, as a recovery of accrued and unpaid interest on such Trust Asset (exclusive of Default Interest) to the extent of the excess of (A) accrued and unpaid interest on such Trust Asset at the related Mortgage Rate to, but not including, the date of receipt by or on behalf of the Trust (or, in the case of a full Monthly Payment from the related Borrower, through the related Due Date), over (B) the cumulative amount of the reductions (if any) in the amount of related P&I Advances for such Trust Asset that have theretofore occurred under Section 4.07(d) of this Agreement in connection with Appraisal Reduction Amounts (to the extent that collections have not been allocated as a recovery of accrued and unpaid interest pursuant to clause (v) below on earlier dates);

(iv)                              to the extent not previously allocated pursuant to clause (i) or (ii) above, as a recovery of principal of such Trust Asset then due and owing, including by reason of acceleration of such Trust Asset following a default thereunder (or, if such Trust Asset has been liquidated, as a recovery of principal to the extent of its entire remaining unpaid principal balance);

(v)                                 as a recovery of accrued and unpaid interest on such Trust Asset to the extent of the cumulative amount of the reductions (if any) in the amount of related P&I Advances for such Trust Asset that have theretofore occurred under Section 4.07(d) of this Agreement in connection with related Appraisal Reduction Amounts (to the extent that collections have not been allocated as recovery of accrued and unpaid interest pursuant to this clause (v) on earlier dates);

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

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

(viii)                        as a recovery of any Prepayment Premium then due and owing under such Trust Asset;

(ix)                              as a recovery of any Exit Fees, Scheduled Extension Fees or Contingent Interests then due and owing under such Trust Asset;

(x)                                 as a recovery of any late payment charges and Default Interest then due and owing under such Trust Asset;

(xi)                              as a recovery of any Assumption Fees and Modification Fees then due and owing under such Trust Asset;

(xii)                           as a recovery of any other amounts then due and owing under such Trust Asset other than remaining unpaid principal; and

(xiii)                        as a recovery of any remaining principal of such Trust Asset to the extent of its entire remaining unpaid principal balance.

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provided that, to the extent required under the REMIC Provisions, payments or proceeds received with respect to any partial release of a Mortgaged Property at a time when the loan-to-value ratio of the related Trust Asset (together with any related Companion Participation) exceeds 125% (based solely on the value of the Real Property and excluding personal property and going concern value, if any, unless otherwise permitted under the applicable REMIC rules as evidenced by an opinion of counsel provided to the Trustee) must be allocated to reduce the principal balance of the Trust Asset (together with any related Companion Participation) in the manner permitted by such REMIC Provisions.

(g)                                              Collections by or on behalf of the Trust in respect of any REO Property (exclusive of amounts to be allocated to the payment of the costs of operating, managing, leasing, maintaining and disposing of such REO Property) shall be deemed to be allocated for purposes of collecting amounts due under, and allocable to, the Trust Asset in the following order of priority (in each case, following the application of any priority of payments provided in the related Participation Agreement):

(i)                                     as a recovery of any unreimbursed Advances with respect to the related Trust Asset and interest at the Advance Rate on all Advances and, if applicable, unreimbursed and unpaid Additional Trust Fund Expenses with respect to such Trust Asset;

(ii)                                  as a recovery of Non-recoverable Advances with respect to such Trust Asset and any interest at the Advance Rate thereon to the extent previously reimbursed or paid from principal collections with respect to the other Trust Assets;

(iii)                               to the extent not previously allocated pursuant to clause (i) or (ii) above, as a recovery of accrued and unpaid interest on the related Trust Asset (exclusive of Default Interest) to the extent of the excess of (A) accrued and unpaid interest on such Trust Asset at the related Mortgage Rate to, but not including, the Due Date in the Collection Period in which such collections were received, over (B) the cumulative amount of the reductions (if any) in the amount of related P&I Advances for such Trust Asset that have theretofore occurred under Section 4.07(d) of this Agreement in connection with Appraisal Reduction Amounts (to the extent that collections have not been allocated as a recovery of accrued and unpaid interest pursuant to clause (v) below on earlier dates);

(iv)                              to the extent not previously allocated pursuant to clause (i) or (ii) above, as a recovery of principal of the related Trust Asset to the extent of its entire unpaid principal balance;

(v)                                 as a recovery of accrued and unpaid interest on the related Trust Asset to the extent of the cumulative amount of the reductions (if any) in the amount of related P&I Advances for such Trust Asset that have theretofore occurred under Section 4.07(d) of this Agreement in connection with related Appraisal Reduction Amounts (to the extent that collections have not theretofore been allocated as a recovery of accrued and unpaid interest pursuant to this clause (v) on earlier dates);

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(vi)                              as a recovery of any Prepayment Premium then due and owing under the related Trust Asset;

(vii)                           as a recovery of any Exit Fees, Scheduled Extension Fees or Contingent Interests then due and owing under such Trust Asset;

(viii)                        as a recovery of any late payment charges and Default Interest then due and owing under the related Trust Asset;

(ix)                              as a recovery of any Assumption Fees and Modification Fees then due and owing under the related Trust Asset; and

(x)                                 as a recovery of any other amounts then due and owing under the related Trust Asset other than remaining unpaid principal.

(h)                                             The applications of amounts received in respect of any Trust Asset pursuant to paragraph (f) of this Section 1.02 shall be determined by the Master Servicer in accordance with the Servicing Standard.  The applications of amounts received in respect of any Trust Asset or, to the extent applicable, any REO Property pursuant to paragraph (g) of this Section 1.02 shall be determined by the Special Servicer in accordance with the Servicing Standard.

(i)                                                 All net present value calculations and determinations made hereunder with respect to any Mortgage Loan, a Mortgaged Property or REO Property (including for purposes of the definition of “Servicing Standard”) shall be made in accordance with the Mortgage Loan Documents or, in the event the Mortgage Loan Documents are silent, using the Calculation Rate.

Section 1.03.                                   Certain Constructions.  For purposes of this Agreement, references to the most or next most subordinate Class of Certificates outstanding at any time shall mean the most or next most subordinate Class of Certificates then outstanding as among the Class A, Class B, Class C, Class D, Class E, Class F and Class G Certificates.  For purposes of this Agreement, each Class of Principal Balance Certificates shall be deemed to be outstanding only to the extent its respective Certificate Balance has not been reduced to zero.  For purposes of this Agreement, the Class R and Class LR Certificates shall be outstanding so long as the Trust Fund has not been terminated pursuant to Section 9.01 of this Agreement or any other Class of Certificates remains outstanding.  For purposes of this Agreement, the Class X Certificates shall be deemed to be outstanding until their Notional Balance has been reduced to zero.

Notwithstanding anything to the contrary contained herein, for purposes of this Agreement, each reference to any action by the Master Servicer or the Special Servicer that is subject to the consent or approval of the Directing Holder shall in each case be further subject to the determination by the Master Servicer or the Special Servicer that taking or refraining from taking the action as proposed by the Directing Holder, or not taking such action as proposed by the Master Servicer or the Special Servicer if the Directing Holder fails to grant its consent or approval to any action proposed to be taken by the Master Servicer or the Special Servicer, in each case, is consistent with the Servicing Standard.  In each case, (a) if the response by the Directing Holder hereunder is inconsistent with the Servicing Standard, the Master Servicer or

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the Special Servicer shall take such action as is consistent with the Servicing Standard, and (b) if the Master Servicer or the Special Servicer determines in accordance with the Servicing Standard that the failure to take immediate action would materially and adversely affect the interests of the Certificateholders and the applicable Companion Participation Holder (as a collective whole as if such Certificateholders and the related Companion Participation Holder constituted a single lender) and has made a reasonable effort to contact the Directing Holder, it may take such action without waiting for a response from the Directing Holder.

ARTICLE II.

CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES

Section 2.01.                                   Conveyance of Trust Assets; Assignment of Purchase Agreement.

(a)                                             The Depositor, concurrently with the execution and delivery hereof on the Closing Date, does hereby establish a trust designated as “ACRE Commercial Mortgage Trust 2013-FL1,” appoint the Trustee as trustee of the Trust Fund and sell, transfer, assign, set over and otherwise convey to the Trustee without recourse (except to the extent herein provided) all the right, title and interest of the Depositor in and to the Trust Assets, including all rights to payment in respect thereof, except as set forth below, together with all of the Depositor’s right, title and interest in and to the proceeds of any related title, hazard, or other insurance policies and any escrow, reserve, lock-box, cash management or other comparable accounts related to the Trust Assets, and any security interest thereunder (whether in real or personal property and whether tangible or intangible) in favor of the Depositor, and a security interest in all Borrower Accounts and all other assets to the extent included or to be included in the Trust Fund for the benefit of the Certificateholders and the Companion Participation Holders.  Such transfer and assignment includes all interest due that accrued with respect to the Trust Assets on or after the Closing Date and all principal due on or with respect to the Trust Assets after the Cutoff Date and is subject to the related Participation Agreement.  The Depositor, concurrently with the execution and delivery hereof, does also hereby transfer, assign, set over and otherwise convey to the Trustee without recourse (except to the extent provided herein) all the right, title and interest of the Depositor in, to and under the Purchase Agreement as provided therein (excluding Sections 6(f)-(h) of the Purchase Agreement, and excluding the Depositor’s rights and remedies under any indemnification agreements) to the extent related to any Trust Asset.  The Depositor shall cause the Borrower Accounts relating to the Trust Assets to be transferred to and held in the name of the Master Servicer on behalf of the Trustee as successor to the Trust Asset Seller.

The parties hereto intend that the provisions of this Section 2.01(a) serve as an assignment and assumption agreement between the Depositor, as the assignor, and the Trustee, as the assignee.  Accordingly, the Depositor hereby (and in accordance with and subject to all other applicable provisions of this Agreement) assigns, grants, sells, transfers, delivers, sets over, and conveys to the Trustee all right, title and interest of the Depositor in, to and arising out of the Participation Agreements and the Trustee hereby accepts (subject to applicable provisions of this Agreement) the foregoing assignment and assumes all of the rights and obligations of the Depositor with respect to Participation Agreements from and after the Closing Date.  In addition,

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the Trustee acknowledges that each Mortgage Loan will be serviced pursuant to the terms of this Agreement.

In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with, the Custodian, with copies to the Master Servicer and the Special Servicer, the following documents or instruments with respect to each Trust Asset and the related Mortgage Loan (provided, however, the original of documents specified in items (xix) and (xx) shall be delivered to the Master Servicer):

(i)                                     (A)                               the original mortgage Note, bearing, or accompanied by, all prior or intervening endorsements, endorsed by the most recent endorsee prior to the Trustee or, if none, by the Originator, without recourse, either in blank or to the order of the Trustee in the following form: “Pay to the order of U.S. Bank National Association, as Trustee for the registered holders of ACRE Commercial Mortgage Trust 2013-FL1, Commercial Mortgage Pass-Through Certificates, without recourse”, (B) either (1) the original participation certificate bearing or accompanied by, all prior or intervening endorsements, endorsed by the most recent endorsee prior to the Trustee or, if none, by the Originator, without recourse, either in blank or to the order of the Trustee in the following form: “Pay to the order of U.S. Bank National Association, as Trustee for the registered holders of ACRE Commercial Mortgage Trust 2013-FL1, Commercial Mortgage Pass-Through Certificates, without recourse” or (2) a new participation certificate registered in the name of the Trustee in the following form: “U.S. Bank National Association, as Trustee for the registered holders of ACRE Commercial Mortgage Trust 2013-FL1, Commercial Mortgage Pass-Through Certificates” and (C) a copy of the executed participation certificate for the related Companion Participation;

(ii)                                  the original (or a copy thereof certified from the applicable recording office) of the Mortgage and, if applicable, the originals (or copies thereof certified from the applicable recording office) of any intervening assignments thereof showing a complete chain of assignment from the Originator of the Mortgage Loan to the most recent assignee of record thereof prior to the Trustee, if any, in each case with evidence of recording indicated thereon;

(iii)                               an original assignment of the Mortgage, in recordable form, executed by the most recent assignee of record thereof prior to the Trustee or, if none, by the Originator, either in blank or in favor of U.S. Bank National Association, as Trustee for the registered holders of ACRE Commercial Mortgage Trust 2013-FL1, Commercial Mortgage Pass-Through Certificates;

(iv)                              (A)                               an original or copy of any related security agreement (if such item is a document separate from the Mortgage) and, if applicable, the originals or copies of any intervening assignments thereof showing a complete chain of assignment from the Originator of the related Mortgage Loan to the most recent assignee thereof prior to the Trustee, if any; and (B) an original assignment of any related security agreement (if such item is a document separate from the related Mortgage) executed by the most recent assignee thereof prior to the Trustee or, if none, by the Originator, either in blank or in favor of the Trustee (in such capacity, for the benefit of the

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Certificateholders), which assignment may be included as part of the corresponding assignment of Mortgage referred to in clause (iii) above;

(v)                                 (A)                               stamped or certified copies of any UCC financing statements and continuation statements which were filed in order to perfect (and maintain the perfection of) any security interest held by the Originator of the related Mortgage Loan (and each assignee of record prior to the Trustee) in and to the personalty of the Borrower at the Mortgaged Property (in each case with evidence of filing or recording thereon) and which were in the possession of the Seller (or its agent) at the time the Mortgage Files were delivered to the Custodian, together with original UCC-2 or UCC-3 assignments of financing statements showing a complete chain of assignment from the secured party named in such UCC-1 financing statement to the most recent assignee of record thereof prior to the Trustee, if any, and (B) if any such security interest is perfected and the earlier UCC financing statements and continuation statements were in the possession of the Seller, an assignment of UCC financing statement by the most recent assignee of record prior to the Trustee or, if none, by the Originator, evidencing the transfer of such security interest, either in blank or in favor of the Trustee (in such capacity, for the benefit of the Certificateholders); provided that other evidence of filing or recording reasonably acceptable to the Trustee may be delivered in lieu of delivering such UCC financing statements including, without limitation, evidence of such filed or recorded UCC financing statement as shown on a written UCC search report from a reputable search firm, such as CSC/LexisNexis Document Solutions, Corporation Service Company, CT Corporation System and the like or printouts of on-line confirmations from such UCC filing or recording offices or authorized agents thereof;

(vi)                              the original or a copy of the Loan Agreement relating to such Mortgage Loan, if any;

(vii)                           the original or a copy of the lender’s title insurance policy issued in connection with the origination of the related Mortgage Loan, together with all endorsements or riders (or copies thereof) that were issued with or subsequent to the issuance of such policy, insuring the priority of the Mortgage as a first lien on the Mortgaged Property or, subject to Section 2(d) of the Purchase Agreement, a “marked-up” commitment to insure marked as binding and countersigned by the related insurer or its authorized agent (which may be a pro forma or specimen title insurance policy which has been accepted or approved as binding in writing by the related title insurance company), or, subject to Section 2(d) of the Purchase Agreement, an agreement to provide the same pursuant to binding escrow instructions executed by an authorized representative of the title company;

(viii)                        (A)                               the original or a copy of the related Assignment of Leases, Rents and Profits (if such item is a document separate from the Mortgage) and, if applicable, the originals or copies of any intervening assignments thereof showing a complete chain of assignment from the Originator of the related Mortgage Loan to the most recent assignee of record thereof prior to the Trustee, if any, in each case with evidence of recording thereon; and (B) an original assignment of any related Assignment of Leases, Rents and Profits (a “Reassignment of Assignment of Leases, Rents and

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Profits”) (if such item is a document separate from the Mortgage), in recordable form, executed by the most recent assignee of record thereof prior to the Trustee or, if none, by the Originator, either in blank or in favor of the Trustee (in such capacity, for the benefit of the Certificateholders), which assignment may be included as part of the corresponding assignment of Mortgage referred to in clause (iii) above;

(ix)                              the original or a copy of any environmental indemnity agreements and copies of any environmental insurance policies pertaining to the Mortgaged Properties required in connection with origination of the related Mortgage Loans, if any, and copies of Environmental Reports;

(x)                                 copies of the currently effective Management Agreements, if any, for the Mortgaged Properties;

(xi)                              [reserved];

(xii)                           if the related assignment of contracts is separate from the Mortgage, the original executed version of such assignment of contracts and the assignment thereof to the Trustee (in such capacity, for the benefit of the Certificateholders);

(xiii)                        if any related Lock-Box Agreement or Cash Management Account Agreement is separate from the Mortgage or Loan Agreement, a copy thereof; with respect to any Borrower Account, if any, a copy of the UCC-1 financing statements, if any, submitted for filing with respect to the mortgagee’s security interest in such Borrower Account and all funds contained therein (and UCC-3 assignments of financing statements assigning such UCC-1 financing statements to the Trustee on behalf of the Certificateholders and the related Companion Participation Holder;

(xiv)                       originals or copies of all assumption, modification, written assurance and substitution agreements, with evidence of recording thereon if appropriate, in those instances where the terms or provisions of the Mortgage, Note or any related security document have been modified or the related Mortgage Loan has been assumed;

(xv)                          the original or a copy of any guaranty of the obligations of the Borrower under the related Mortgage Loan together with, as applicable, (A) the original or copies of any intervening assignments of such guaranty showing a complete chain of assignment from the Originator of the related Mortgage Loan to the most recent assignee thereof prior to the Trustee, if any, and (B) an original assignment of such guaranty executed by the most recent assignee thereof prior to the Trustee or, if none, by the Originator;

(xvi)                       the original or a copy of the power of attorney (with evidence of recording thereon, if appropriate) granted by the related Borrower if the Mortgage, Note or other document or instrument referred to above was signed on behalf of the Borrower pursuant to such power of attorney;

(xvii)                    [reserved];

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(xviii)                 [reserved];

(xix)                       the original (or copy, if the original is held by the Master Servicer) of any letter of credit held by the lender as beneficiary or assigned as security for the related Mortgage Loan;

(xx)                          the appropriate assignment or amendment documentation related to the assignment to the Trust of any letter of credit securing the related Mortgage Loan (or copy thereof, if the original is held by the Master Servicer) which entitles the Master Servicer on behalf of the Trust to draw thereon; and

(xxi)                       a copy of the related Participation Agreement and any assignment thereof, if required thereby.

The original assignments referred to in clauses (iii), (iv)(B), (viii)(B) and (xv)(B), may be in the form of one or more instruments in recordable form in each applicable filing or recording offices.

With respect to the Trust Assets, on or prior to the Closing Date, the Trust Asset Seller will, or will cause a third party vendor (which may be the Trustee) to, complete (to the extent necessary) the assignment and recordation or filing of the related Mortgage Loan Documents in the name of the Trustee on behalf of the Certificateholders and the related Companion Participation Holders.  On or promptly following the Closing Date, the Trust Asset Seller, will, or will cause such third party vendor, at the expense of the Trust Asset Seller, (1) to promptly prepare and record (in favor of the Trustee, for the benefit of the Holders of ACRC 2013-FL1 Depositor LLC, ACRE Commercial Mortgage Trust 2013-FL1, Commercial Mortgage Pass-Through Certificates) in the appropriate public recording office (a) in no event later than 30 Business Days following the receipt thereof (and, in any event, within 60 days following the Closing Date), each Assignment of Mortgage referred to in Section 2.01(a)(iii) which has not yet been submitted for recording and (b) in no event later than 30 days following the receipt thereof (and, in any event, within 60 days following the Closing Date), each Reassignment of Assignment of Leases, Rents and Profits referred to in Section 2.01(a)(viii)(B) (if not otherwise included in the related Assignment of Mortgage) which has not yet been submitted for recordation; and (2) to prepare and file in the appropriate public filing office each UCC assignment of financing statement referred to in Section 2.01(a)(v)(B) and (xiii) which has not yet been submitted for filing or recording in no event later than 30 days following the receipt thereof (and, in any event, within 60 days following the Closing Date).  In the event that any such document or instrument in respect of any Trust Asset is lost or returned unrecorded or unfiled, as the case may be, because of a defect therein, the Trust Asset Seller shall promptly prepare or cause the preparation of a substitute thereof or cure or cause the curing of such defect, as the case may be, and shall thereafter deliver the substitute or corrected document to or at the direction of the Custodian for recording or filing, as appropriate, at the Trust Asset Seller’ expense (as set forth in the Purchase Agreement).  The Trust Asset Seller will, promptly upon receipt of the original recorded or filed copy (and in no event later than five (5) Business Days following such receipt) deliver such original to the Custodian, with evidence of filing or recording thereon.  Notwithstanding anything to the contrary contained in this Section 2.01, in those instances where the public recording office retains the original Mortgage, Assignment of Mortgage, Assignment of Leases, Rents and Profits or Reassignment of Assignment of Leases,

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Rents and Profits, if applicable, after any has been recorded, the obligations of the Trust Asset Seller under the Purchase Agreement shall be deemed to have been satisfied upon delivery to the Custodian of a copy of the recorded original of such Mortgage, Assignment of Mortgage, Assignment of Leases, Rents and Profits or Reassignment of Assignment of Leases, Rents and Profits, if applicable.

If the Trust Asset Seller cannot deliver, or cause to be delivered, as to any Trust Asset, the original or a copy of the related lender’s title insurance policy referred to in Section 2.01(a)(vii) solely because such policy has not yet been issued, the delivery requirements of this Section 2.01 will be deemed to be satisfied as to such missing item, and such missing item will be deemed to have been included in the related Mortgage File by delivery to the Custodian of a binder marked as binding and countersigned by the title insurer or its authorized agent (which may be a pro forma or specimen title insurance policy which has been accepted or approved as binding in writing by the related title insurance company) or an acknowledged closing instruction or escrow letter, and the Trust Asset Seller will be required to deliver to the Custodian or at the direction of the Trustee, promptly following the receipt thereof, the original related lender’s title insurance policy (or a copy thereof).  Copies of recorded or filed Assignments of Mortgage, Reassignments of Assignment of Leases, Rents and Profits and UCC assignments of financing statements shall be held by the Custodian.

Subject to the third preceding paragraph, all original documents relating to the Trust Assets which are not delivered to the Custodian are and shall be held by the Depositor or the Master Servicer (or a sub-servicer on its behalf), as the case may be, for the benefit of the Certificateholders and on behalf of and for the benefit of the related Companion Participation Holders.  In the event that any such original document, or in the case of a Companion Participation, the original participation certificate, is required pursuant to the terms of this Section 2.01 to be a part of a Mortgage File in order to effectuate the purposes of this Agreement, such document shall be delivered promptly to the Custodian.

(b)                                             In connection with the Depositor’s assignment pursuant to subsection (a) above, the Depositor shall direct, and hereby represents and warrants that it has directed the Trust Asset Seller pursuant to the Purchase Agreement to deliver to and deposit with or cause to be delivered to and deposited with, (i) the Custodian, on or before the Closing Date, for each Trust Asset the documents and/or instruments referred to in Sections 2.01(a)(i), (ii), (iii), (vii), (viii), (xix), (xx) and (xxi) (with originals with respect to Sections 2.01(a)(i), (iii) and (viii)(B) and copies with respect to Sections 2.01(a)(ii), (vii), (viii)(A), (xix), (xx) and (xxi)), and, within 30 days following the Closing Date, the remaining applicable documents referred to in Section 2.01(a) for each such Trust Asset and related Companion Participation, in each case with copies to the Master Servicer and (ii) the Master Servicer, on or before the Closing Date, all documents and records that are part of each applicable Servicing File.  If the Trust Asset Seller cannot deliver, or cause to be delivered, as to any Trust Asset, the original Note, the Trust Asset Seller shall deliver a copy or duplicate original of such Note, together with an affidavit certifying that the original thereof has been lost or destroyed and an indemnification in favor of the Certificate Administrator and the Trustee.

If the Trust Asset Seller or the Depositor cannot deliver, or cause to be delivered, as to any Trust Asset, the original or a copy of any of the documents and/or instruments referred to in

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Sections 2.01(a)(ii), (v), (viii), (xiv) and (xvi) and the UCC financing statements and UCC assignments of financing statements referred to in Section 2.01(a)(xiii), with evidence of recording or filing thereon, solely because of a delay caused by the public recording or filing office where such document or instrument has been delivered for recordation or filing, or because such original recorded or filed document has been lost or returned from the recording or filing office and subsequently lost, as the case may be, the delivery requirements of Section 2.01 shall be deemed to have been satisfied as to such missing item, and such missing item shall be deemed to have been included in the related Mortgage File, provided that a copy of such document or instrument (without evidence of recording or filing thereon, but certified (which certificate may relate to multiple documents and/or instruments) by the applicable public recording or filing office, the applicable title insurance company or the Trust Asset Seller to be a true and complete copy of the original thereof submitted for recording or filing, as the case may be) has been delivered to the Custodian within 45 days after the Closing Date, and either the original of such missing document or instrument, or a copy thereof, with evidence of recording or filing, as the case may be, thereon, is delivered to the Custodian within 180 days after the Closing Date (or within such longer period after the Closing Date as the Trustee may consent to, which consent shall not be unreasonably withheld, conditioned or delayed so long as the Trust Asset Seller has provided the Trustee with evidence of such recording or filing, as the case may be, or has certified to the Trustee as to the occurrence of such recording or filing, as the case may be, and is, as certified to the Trustee no less often than quarterly, in good faith attempting to obtain from the appropriate county recorder’s or filing office such original or copy, provided such extensions do not exceed 24 months in the aggregate).

(c)                                              Notwithstanding anything herein to the contrary, with respect to the documents referred to in Sections 2.01(a)(xix) and (xx), the Master Servicer shall hold the original of each such document in trust on behalf of the Trust in order to draw on such letter of credit on behalf of the Trust and the Trust Asset Seller shall be deemed to have satisfied the delivery requirements of the Purchase Agreement and this Section 2.01 by delivering the original of each such document to the Master Servicer, who shall forward a copy of the applicable document to the Custodian.  The Trust Asset Seller shall pay any costs of assignment or amendment of such letter of credit (which amendment shall change the beneficiary of the letter of credit to the Trust in care of the Master Servicer) required in order for the Master Servicer to draw on such letter of credit on behalf of the Trust.  In the event that the documents specified in Section 2.01(a)(xx) are missing because the related assignment or amendment documents have not been completed, the Trust Asset Seller shall take all reasonably necessary steps to enable the Master Servicer to draw on the related letter of credit on behalf of the Trust including, if necessary, drawing on the letter of credit in its own name pursuant to written instructions from the Master Servicer and immediately remitting such funds (or causing such funds to be remitted) to the Master Servicer.

Section 2.02.                                   Acceptance by Custodian and the Trustee.

By its execution and delivery of this Agreement, the Trustee acknowledges the assignment to it of the Trust Assets in good faith without notice of adverse claims and declares that the Custodian holds and will hold such documents and all others delivered to it constituting the Mortgage File (to the extent the documents constituting the Mortgage File are actually delivered to the Custodian) for any Trust Asset assigned to the Trustee hereunder in trust, upon

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the conditions herein set forth, for the use and benefit of all present and future Certificateholders and Companion Participation Holders.

The Custodian hereby certifies to each of the Directing Holder, the Depositor, the Certificate Administrator, the Trustee, the Master Servicer, the Special Servicer, the Trust Asset Seller and each related Companion Participation Holder that except as identified in the Custodian’s closing date certification, which shall be delivered no later than two (2) Business Days after the Closing Date, and which is attached as Exhibit N-1 to this Agreement, with regard to each Trust Asset, each Note and participation certificate in its possession has been reviewed by the Custodian and (A) appears regular on its face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the Borrower), (B) appears to have been executed (where appropriate) and (C) purports to relate to such Trust Asset.

On or about the 60th day following the Closing Date (and, if any exceptions are noted, again on or about the 90th day following the Closing Date and monthly thereafter until the earliest of (i) the second anniversary of the Closing Date, (ii) the day on which all exceptions have been removed and (iii) the day on which the Trust Asset Seller has repurchased or substituted for the last affected Trust Asset), the Custodian shall review each Mortgage File and shall certify to each of the Depositor, the Certificate Administrator, the Master Servicer, the Special Servicer, the Trust Asset Seller and the Directing Holder (but only if no Consultation Termination Event has occurred and is continuing) in the form attached as Exhibit N-2 to this Agreement that all documents (other than documents referred to in Sections 2.01(a)(xix) and (xx), which shall be delivered to the Master Servicer and the documents referred to in Sections 2.01(a)(iii), (v)(B) and (viii)(B) and the assignments of financing statements referred to in Section 2.01(a)(xiii), which shall be delivered for filing or recording by the Trust Asset Seller as provided herein) referred to in Section 2.01(a) (in the case of the documents referred to in Sections 2.01(a)(iv), (v), (vi), (vii) (in the case of any endorsement thereto), (viii), (ix) and (x) through (xxi), as identified to it in writing by the Trust Asset Seller) and any original recorded documents included in the delivery of a Mortgage File have been received, have been executed, appear to be what they purport to be, purport to be recorded or filed (as applicable) and have not been torn in any materially adverse manner or mutilated or otherwise defaced, and that such documents relate to the Trust Assets identified in the Trust Asset Schedule.  In so doing, the Custodian may rely on the purported due execution and genuineness of any such document and on the purported genuineness of any signature thereon.

If at the conclusion of such review any document or documents constituting a part of a Mortgage File have not been executed or received, have not been recorded or filed (if required), are unrelated to the Trust Assets identified in the Trust Asset Schedule, appear not to be what they purport to be or have been torn in any materially adverse manner or mutilated or otherwise defaced, the Custodian shall promptly so notify (in the form attached as Exhibit M to this Agreement) the Trustee, the Directing Holder (but only if no Consultation Termination Event has occurred and is continuing), the Depositor, the Certificate Administrator, the Master Servicer, the Special Servicer, the Trust Advisor, the Trust Asset Seller and the related Companion Participation Holder by providing a written report, setting forth for each affected Trust Asset, with particularity, the nature of the defective or missing document.  The Depositor shall or shall cause the Trust Asset Seller to deliver an executed, recorded or undamaged document, as applicable, or, if the failure to deliver such document in such form constitutes a Material Defect,

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the Depositor shall cause the Trust Asset Seller to cure, repurchase or substitute for the related Trust Asset in the manner provided in Section 2.03(e).  None of the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian or the Trustee shall be responsible for any loss, cost, damage or expense to the Trust Fund resulting from any failure to receive any document constituting a portion of a Mortgage File noted on such a report or for any failure by the Depositor to use its best efforts to deliver any such document.

Contemporaneously with its execution of this Agreement, the Depositor shall cause the Trust Asset Seller to deliver a power of attorney substantially in the form of Exhibit C to the Purchase Agreement to the Master Servicer and Special Servicer, to take such other action as is necessary to effect the delivery, assignment and/or recordation of any documents and/or instruments relating to any Trust Asset which have not been delivered, assigned or recorded at the time required for enforcement by the Trust Fund.  Pursuant to the Purchase Agreement, the Trust Asset Seller will be required to effect (at the expense of the Trust Asset Seller) the assignment and recordation of its respective Mortgage Loan Documents until the assignment and recordation of all such Mortgage Loan Documents has been completed.

In reviewing any Mortgage File pursuant to the third preceding paragraph or Section 2.01, the Master Servicer shall have no responsibility to cause the Custodian or Trustee to, and the Custodian or Trustee will have no responsibility to examine any opinions or determine whether any document is legal, valid, binding or enforceable, whether the text of any assignment or endorsement is in proper or recordable form (except, if applicable, to determine if the Trustee is the assignee or endorsee), whether any document has been recorded in accordance with the requirements of any applicable jurisdiction, whether a blanket assignment is permitted in any applicable jurisdiction, or whether any Person executing any document or rendering any opinion is authorized to do so or whether any signature thereon is genuine.

The Custodian shall hold that portion of the Trust Fund delivered to the Custodian consisting of “instruments” (as such term is defined in Section 9-102 of the Uniform Commercial Code as in effect in Minnesota on the date hereof) in Minnesota and, except as otherwise specifically provided in this Agreement, shall not remove such instruments from Minnesota, as applicable, unless it receives an Opinion of Counsel (obtained and delivered at the expense of the Person requesting the removal of such instruments from Minnesota) that in the event the transfer of the Trust Assets to the Trustee is deemed not to be a sale, after such removal, the Trustee will possess a first priority perfected security interest in such instruments.

Section 2.03.                                   Representations, Warranties and Covenants of the Depositor; Repurchase and Substitution of Trust Assets.

(a)                                             The Depositor hereby represents and warrants that:

(i)                                     The Depositor is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware;

(ii)                                  The Depositor has taken all necessary action to authorize the execution, delivery and performance of this Agreement by it, and has the power and authority to execute, deliver and perform this Agreement and all the transactions

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contemplated hereby, including, but not limited to, the power and authority to sell, assign and transfer the Trust Assets in accordance with this Agreement;

(iii)                               This Agreement has been duly and validly executed and delivered by the Depositor and assuming the due authorization, execution and delivery of this Agreement by each other party hereto, this Agreement and all of the obligations of the Depositor hereunder are the legal, valid and binding obligations of the Depositor, enforceable in accordance with the terms of this Agreement, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, liquidation, receivership, moratorium or other laws relating to or affecting creditors’ rights generally, or by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law);

(iv)                              The execution and delivery of this Agreement and the performance of its obligations hereunder by the Depositor will not conflict with any provision of its certificate of formation or limited liability company operating agreement, or any law or regulation to which the Depositor is subject, or conflict with, result in a breach of or constitute a default under (or an event which with notice or lapse of time or both would constitute a default under) any of the terms, conditions or provisions of any agreement or instrument to which the Depositor is a party or by which it is bound, or any law, order or decree applicable to the Depositor, or result in the creation or imposition of any lien on any of the Depositor’s assets or property, which would materially and adversely affect the ability of the Depositor to carry out the transactions contemplated by this Agreement;

(v)                                 The limited liability company operating agreement of the Depositor provides that the Depositor is permitted to engage in only the following activities:

(A)                               to acquire, own, hold, sell, transfer, assign, pledge and otherwise deal with the following:  (I) mortgage-backed securities, which securities need not be issued or guaranteed, in whole or in part, by any governmental entity, issued by one or more private entities (hereinafter referred to as “Private Securities”); (II) mortgage loans secured by first, second or more junior liens on one-to-four family residential properties, multifamily properties that are either rental apartment buildings or projects containing five or more residential units or commercial properties, regardless of whether insured or guaranteed in whole or in part by any governmental entity, or participation interests or stripped interests in such mortgage loans or mezzanine loans or preferred equity securities related to such mortgage loans (“Trust Assets”); (III) conditional sales contracts and installment sales or loan agreements or participation interests therein secured by manufactured housing (“Contract”); and (IV) receivables of third-parties or other financial assets of third-parties, either fixed or revolving, that by their terms convert into cash within a finite time period (“Other Assets”);

(B)                               to loan its funds to any person under loan agreements and other arrangements which are secured by Private Securities, Trust Assets, Contracts and/or Other Assets;

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(C)                               to authorize, issue, sell and deliver bonds or other evidences of indebtedness that are secured by Private Securities, Trust Assets, Contracts and/or Other Assets;

(D)                               to authorize, issue, sell and deliver certificates evidencing beneficial ownership interests in pools of Private Securities, Trust Assets, Contracts and/or Other Assets; and

(E)                                to engage in any activity and to exercise any powers permitted to limited liability companies under the laws of the State of Delaware that are incident to the foregoing and necessary or convenient to accomplish the foregoing.

Capitalized terms defined in this clause (v) shall apply only to such clause;

(vi)                              There is no action, suit, proceeding or investigation pending or threatened against the Depositor in any court or by or before any other governmental agency or instrumentality which would materially and adversely affect the ability of the Depositor to carry out its obligations under this Agreement;

(vii)                           No consent, approval, authorization or order of, or registration or filing with, or notice to any court or governmental agency or body, is required for the execution, delivery and performance by the Depositor of or compliance by the Depositor with this Agreement, or if required, such approval has been obtained prior to the Cutoff Date; and

(viii)                        The Trustee, if not the owner of the related Trust Asset, will have a valid and perfected security interest of first priority in each of the Trust Assets and any proceeds thereof.

(b)                                             The Depositor hereby represents and warrants with respect to each Trust Asset that:

(i)                                     Immediately prior to the transfer and assignment to the Trustee, the Note and the Mortgage were not subject to an assignment or pledge, and the Depositor had good title to, and was the sole owner of, the Trust Asset and had full right to transfer and sell the Trust Asset to the Trustee free and clear of any encumbrance, equity, lien, pledge, charge, claim or security interest;

(ii)                                  The Depositor is transferring such Trust Asset free and clear of any and all liens, pledges, charges or security interests of any nature encumbering such Trust Asset;

(iii)                               The related Assignment of Mortgage constitutes the legal, valid and binding assignment of such Mortgage from the Depositor to the Trustee, and any related Reassignment of Assignment of Leases, Rents and Profits constitutes the legal, valid and binding assignment from the Depositor to the Trustee; and

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(iv)                              No claims have been made by the Depositor under the lender’s title insurance policy, and the Depositor has not done anything which would impair the coverage of such lender’s title insurance policy.

(c)                                              It is understood and agreed that the representations and warranties set forth in this Section 2.03 shall survive delivery of the respective Mortgage Files to the Custodian until the termination of this Agreement, and shall inure to the benefit of the Certificateholders, the Companion Participation Holders, the Master Servicer and the Special Servicer.

(d)                                             If the Master Servicer or the Special Servicer (i) receives a Repurchase Communication of a request or demand for repurchase or replacement of a Trust Asset because of a Breach or a Defect (each as defined below) (any such request or demand, a “Repurchase Request”, and the Master Servicer or the Special Servicer, as applicable, to the extent it receives a Repurchase Request, the “Repurchase Request Recipient” with respect to such Repurchase Request); or (ii) receives a Repurchase Communication of a withdrawal of a Repurchase Request by the Person making such Repurchase Request (a “Repurchase Request Withdrawal”), then such Person shall deliver written notice of such Repurchase Request or Repurchase Request Withdrawal (each, a “15Ga-1 Notice”) to the Depositor and the Trust Asset Seller, in each case within ten (10) Business Days from such party’s receipt of a Repurchase Communication of such Repurchase Request or Repurchase Request Withdrawal, as applicable.

Each 15Ga-1 Notice shall include (i) the identity of the related Trust Asset, (ii) the date the Repurchase Communication of the Repurchase Request or Repurchase Request Withdrawal was received, as applicable, and (iii) in the case of a Repurchase Request, (A) the identity of the Person making such Repurchase Request, (B) if known, the basis for the Repurchase Request (as asserted in the Repurchase Request) and (C) a statement from the Repurchase Request Recipient as to whether it currently plans to pursue such Repurchase Request.

No Person that is required to provide a 15Ga-1 Notice pursuant to this Section 2.03(d) (a “15Ga-1 Notice Provider”) shall be required to provide any information in a 15Ga-1 Notice protected by the attorney-client privilege or attorney work product doctrines.  The Purchase Agreement will provide that (i) any 15Ga-1 Notice provided pursuant to this Section 2.03(d) is so provided only to assist the Trust Asset Seller, the Depositor and its Affiliates to comply with Rule 15Ga-1 under the Exchange Act, Items 1104 and 1121 of Regulation AB and any other requirement of law or regulation and (ii) (A) no action taken by, or inaction of, a 15Ga-1 Notice Provider and (B) no information provided pursuant to this Section 2.03(d) by a 15Ga-1 Notice Provider, shall be deemed to constitute a waiver or defense to the exercise of any legal right the 15Ga-1 Notice Provider may have with respect to the Purchase Agreement, including with respect to any Repurchase Request that is the subject of a 15Ga-1 Notice.

In the event that the Depositor, the Trustee, the Certificate Administrator, the Trust Advisor or the Custodian receives a Repurchase Communication of a Repurchase Request or a Repurchase Request Withdrawal, then such party shall promptly forward such Repurchase Communication of such Repurchase Request or Repurchase Request Withdrawal to the Master Servicer, if relating to a Performing Mortgage Loan, or to the Special Servicer, if relating to a Specially Serviced Mortgage Loan or REO Property, and include the following statement in the related correspondence: “This is a “Repurchase Request [Withdrawal]” under Section 2.03(d) of

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the Pooling and Servicing Agreement relating to the ACRE Commercial Mortgage Trust 2013-FL1, Commercial Mortgage Pass-Through Certificates requiring action by you as the recipient of such Repurchase Request or Repurchase Request Withdrawal thereunder”.  Upon receipt of such Repurchase Communication of such Repurchase Request or Repurchase Request Withdrawal by the Master Servicer or the Special Servicer, as applicable, such party shall be deemed to be the Repurchase Request Recipient of such Repurchase Communication of such Repurchase Request or Repurchase Request Withdrawal, and such party shall comply with the procedures set forth in this Section 2.03(d) with respect to such Repurchase Request or Repurchase Request Withdrawal.  In no event shall the Custodian, by virtue of this provision, be required to provide any notice other than as set forth in Section 2.02 of this Agreement in connection with its review of the Mortgage File.

(e)                                              A “Defect” shall exist with respect to a Trust Asset if any document constituting a part of the related Mortgage File has not been delivered within the time periods provided for in the Purchase Agreement, has not been properly executed, is missing, does not appear to be regular on its face or contains information that does not conform in any material respect with the corresponding information set forth in the Trust Asset Schedule.  A “Breach” shall mean a breach of any representation or warranty of the Trust Asset Seller made pursuant to the Purchase Agreement with respect to any Trust Asset.  If any party hereto discovers or receives notice of a Defect or a Breach, and if such Defect is a Material Defect or such Breach is a Material Breach, as applicable, then such party, on behalf of the Trust Fund, shall give prompt written notice thereof to the Trust Asset Seller, the other parties hereto, the 17g-5 Information Provider (who shall promptly post such notice to the 17g-5 Information Provider’s Website pursuant to Section 3.14(d) of this Agreement) and, for so long as no Consultation Termination Event has occurred and is continuing, the Directing Holder.  If any such Defect or Breach materially and adversely affects the value of any Trust Asset, the value of the related Mortgaged Property or the interests of the Trustee in any Trust Asset hereunder, or causes the Trust Asset not to be a Qualified Mortgage, then such Defect shall constitute a “Material Defect” or such Breach shall constitute a “Material Breach,” as the case may be; provided, however, that if any of the documents specified in clauses (i), (ii), (vii), (xi) and (xix) of the definition of “Mortgage File” are not delivered as required in the Purchase Agreement, it shall be deemed a Material Defect.  The Custodian and the Trustee shall not be required to make any such determination absent written notice or direction.  Promptly upon receiving written notice of any such Material Defect or Material Breach with respect to a Trust Asset, accompanied by a written demand to take the actions contemplated by this sentence from the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Custodian, on behalf of the Trust Fund, the Trust Asset Seller shall, not later than 90 days from the Trust Asset Seller’s receipt of such notice of such Material Defect or Material Breach, as the case may be (or, in the case of a Material Defect or Material Breach relating to a Trust Asset not being a Qualified Mortgage, not later than 90 days after the Trust Asset Seller or any party hereto discovering such Material Defect or Material Breach) (any such 90-day period, the “Initial Resolution Period”), (i) cure the same in all material respects, (ii) repurchase the affected Trust Asset at the applicable Repurchase Price in conformity with the Purchase Agreement or (iii) substitute a Qualifying Substitute Trust Asset for such affected Trust Asset (provided that, in no event shall such substitution occur later than the second anniversary of the Closing Date) and pay to the Master Servicer for deposit into the Collection Account any Substitution Shortfall Amount in connection therewith; provided that if (i) such Material Defect or Material Breach is capable of being cured

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but not within the Initial Resolution Period or, with respect to the immediately preceding proviso, the time period set forth therein, (ii) such Material Defect or Material Breach is not related to any Trust Asset’s not being a Qualified Mortgage and (iii) the Trust Asset Seller has commenced and is diligently proceeding with the cure of such Material Defect or Material Breach within the Initial Resolution Period, then the Trust Asset Seller shall have an additional period equal to the applicable Resolution Extension Period to complete such cure or, failing such cure, to repurchase the Trust Asset or substitute a Qualifying Substitute Trust Asset.

Notwithstanding the foregoing, if there is a Material Breach or Material Defect with respect to one or more Mortgaged Properties with respect to a Trust Asset, the Trust Asset Seller will not be obligated to repurchase the Trust Asset if (i) the affected Mortgaged Property may be released pursuant to the terms of any partial release provisions in the related Mortgage Loan Documents (and such Mortgaged Property is, in fact, released), (ii) the remaining Mortgaged Property(ies) satisfy the requirements, if any, set forth in the Mortgage Loan Documents and the Trust Asset Seller provides an Opinion of Counsel to the effect that such release would not cause an Adverse REMIC Event to occur and (iii) each Rating Agency has provided a No Downgrade Confirmation.

In the event that the Trust Asset Seller, in connection with a Material Defect or a Material Breach (or an allegation of a Material Defect or a Material Breach) pertaining to a Trust Asset, makes a cash payment pursuant to an agreement or a settlement between the Trust Asset Seller and the Trust Advisor on behalf of the Trust (with the consent of the Directing Holder for so long as no Control Termination Event has occurred and is continuing) (each such payment, a “Loss of Value Payment”) with respect to such Trust Asset, the amount of such Loss of Value Payment shall be deposited into the Loss of Value Reserve Fund to be applied in accordance with Section 3.06(e) of this Agreement.  If such Loss of Value Payment is made, the Loss of Value Payment shall serve as the sole remedy available to the Certificateholders and the Trustee on their behalf regarding any such Material Breach or Material Defect in lieu of any obligation of the Trust Asset Seller to otherwise cure such Material Breach or Material Defect or repurchase or substitute for the affected Trust Asset based on such Material Breach or Material Defect under any circumstances.  This paragraph is intended to apply only to a mutual agreement or settlement between the Trust Asset Seller and the Trust, provided, however, that prior to any such agreement or settlement nothing in this paragraph shall preclude the Trust Asset Seller or the Trustee from exercising any of its rights related to a Material Defect or a Material Breach in the manner and timing set forth in the Purchase Agreement or this Section 2.03 (excluding this paragraph) (including any right to cure, repurchase or substitute for such Trust Asset), and provided, further, that such Loss of Value Payment shall not be greater than the Repurchase Price of the affected Trust Asset; and provided, further, that a Material Defect or a Material Breach as a result of a Trust Asset not constituting a Qualified Mortgage may not be cured by a Loss of Value Payment.

In determining whether to agree to a Loss of Value Payment, the Trust Advisor may conclusively rely on advice of independent counsel and/or any opinions or reports of qualified independent experts in real estate or commercial mortgage loan matters with at least five years’ experience in valuing or investing in loans similar to the subject Trust Asset, in each case, selected with reasonable care by the Trust Advisor in making such determination.  All reasonable costs and expenses incurred by the Trust Advisor and such counsel or experts shall be

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reimbursable to the Trust Advisor and such reimbursement shall be an Additional Trust Fund Expense.

If (x) there exists a breach of any representation or warranty on the part of the Trust Asset Seller as set forth in, or made pursuant to, certain representations set forth in the Purchase Agreement relating to fees and expenses payable by the Borrower associated with the exercise of a defeasance option, a waiver of a “due-on-sale” provision or a “due-on-encumbrance” provision or the release of any Mortgaged Property, and (y) the related Mortgage Loan Documents specifically prohibit the Master Servicer or Special Servicer from requiring the related Borrower to pay such fees and expenses, then, upon notice by the Master Servicer or Special Servicer, the Trust Asset Seller may cure such breach by transferring to the Collection Account, within 90 days of the Trust Asset Seller’s receipt of such notice, the amount of any such fees and expenses borne by the Trust Fund that are the basis of such breach.  Upon its making such deposit, the Trust Asset Seller shall be deemed to have cured such breach in all respects.  Provided such payment is made, this paragraph describes the sole remedy available to the Trust regarding any such breach, regardless of whether it constitutes a Material Breach, and the Trust Asset Seller will not be obligated to repurchase or otherwise cure such breach.

(f)                                               In connection with any repurchase of or substitution for a Trust Asset contemplated by this Section 2.03, (A) the Custodian, the Master Servicer (with respect to any Performing Mortgage Loan) and the Special Servicer (with respect to any Specially Serviced Mortgage Loan) shall each tender to the Trust Asset Seller all portions of the Mortgage File (in the case of the Custodian) and the Servicing File (in the case of the Master Servicer and the Special Servicer, as applicable) and other documents pertaining to such Trust Asset possessed by it, upon delivery (i) to each of the Master Servicer or the Special Servicer, as applicable, of a trust receipt and (ii) to the Custodian by the Master Servicer or the Special Servicer, as applicable, of a Request for Release and an acknowledgement by the Master Servicer or Special Servicer, as applicable, of its receipt of the Repurchase Price or the Substitution Shortfall Amount from the Trust Asset Seller, (B) each document that constitutes a part of the Mortgage File that was endorsed or assigned to the Trustee shall be endorsed or assigned without recourse in the form of endorsement or assignment provided to the Custodian by the Trust Asset Seller to the Trust Asset Seller as shall be necessary to vest in the Trust Asset Seller the legal and beneficial ownership of such Trust Asset to the extent such ownership was transferred to the Trustee (provided, however, that the Master Servicer or Special Servicer, as applicable, shall use reasonable efforts to cooperate in furnishing necessary information to the extent in its possession to the Trust Asset Seller in connection with the Trust Asset Seller’s preparation of such endorsement or assignment) and (C) the Certificate Administrator, the Master Servicer and the Special Servicer shall release, or cause a release of, any escrow payments and reserve funds held by the Certificate Administrator, the Master Servicer and the Special Servicer, as applicable, or on the Certificate Administrator’s, the Master Servicer’s and the Special Servicer’s, as applicable, behalf, in respect of such Trust Asset to the Trust Asset Seller.

(g)                                              Subject to the following paragraph, the Special Servicer shall, for the benefit of the Certificateholders and the Trustee, use reasonable efforts to enforce the obligations of the Trust Asset Seller under Section 6 of the Purchase Agreement.  Such enforcement, including, without limitation, the legal prosecution of claims, shall be carried out in accordance with the Servicing Standard.  The Trustee, the Certificate Administrator, the Master Servicer and

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the Special Servicer, as the case may be, shall be reimbursed for the reasonable costs of such enforcement:  first, pursuant to Section 3.06 of this Agreement (with respect to the related Trust Asset), out of the related Repurchase Price or Substitution Shortfall Amount, as applicable, to the extent that such expenses are a specific component thereof; and second, if at the conclusion of such enforcement action it is determined that the amounts described in clause first are insufficient, then pursuant to Section 3.06 of this Agreement, out of general collections on the Trust Assets on deposit in the Collection Account in each case with interest thereon at the Advance Rate from the time such expense was incurred to, but excluding, the date such expense was reimbursed.

Prior to taking any action or electing not to take any action or to discontinue any action, in each case, with respect to any Breach (or purported Breach) by the Trust Asset Seller of its representations and warranties regarding the Trust Assets under the Purchase Agreement or with respect to any Defect or purported Defect (including, without limitation, the Special Servicer’s assessment of materiality of any purported Breach or purported Defect), the Special Servicer shall notify the Trust Advisor, and shall consult with the Trust Advisor (on a non-binding basis) with respect to its proposed action or election not to act or discontinue an action.

So long as document exceptions are outstanding, on each anniversary of the Closing Date, the Custodian shall prepare and forward to the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Trust Asset Seller, a document exception report setting forth the then current status of any Defects related to the Mortgage Files pertaining to the Trust Assets sold by the Trust Asset Seller in a format mutually agreed upon between the Custodian and the Trustee.

As to any Qualifying Substitute Trust Asset, the Trustee shall direct the Trust Asset Seller to deliver to the Custodian for such Qualifying Substitute Trust Asset (with a copy to the Master Servicer), the related Mortgage File with the related Note endorsed as required by Section 2.01(a)(i) hereof.  Monthly Payments due with respect to Qualifying Substitute Trust Assets in or prior to the month of substitution shall not be part of the Trust Fund and, if received by the Master Servicer, shall be remitted by the Master Servicer to the Trust Asset Seller on the next succeeding Distribution Date.  For the month of repurchase or substitution, distributions to Certificateholders will include the Monthly Payment(s) due on the related Removed Trust Asset, if and to the extent received by the Master Servicer or the Special Servicer on behalf of the Trust on or prior to the related date of repurchase or substitution, as applicable, and the Trust Asset Seller shall be entitled to retain all amounts received thereafter in respect of such Removed Trust Asset.

In any month in which the Trust Asset Seller substitutes one or more Qualifying Substitute Trust Assets for one or more Removed Trust Assets, the Special Servicer will determine the applicable Substitution Shortfall Amount and promptly notify the Certificate Administrator thereof.  Promptly upon receipt of such notice, the Certificate Administrator shall direct the Trust Asset Seller to deposit into the Collection Account and/or the applicable Mortgage Loan Collection Account, as applicable, cash equal to such amount concurrently with the delivery of the Mortgage Files for such Qualifying Substitute Trust Assets, without any reimbursement thereof.  The Certificate Administrator shall also direct the Trust Asset Seller to give written notice to the Depositor, the Trustee and the Master Servicer of such deposit.  The

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Certificate Administrator shall amend the Trust Asset Schedule to reflect the removal of each Removed Trust Asset and, if applicable, the substitution of the Qualifying Substitute Trust Asset; and, upon such amendment, the Certificate Administrator shall deliver or cause the delivery of such amended Trust Asset Schedule to the other parties hereto.  Upon any such substitution, the Qualifying Substitute Trust Assets shall be subject to the terms of this Agreement in all respects.

It is understood and agreed that Section 6 of the Purchase Agreement provides the sole remedy available to the Certificateholders and the Trustee on behalf of the Certificateholders respecting any Breach (including a Breach with respect to a Trust Asset failing to constitute a Qualified Mortgage) or any Defect.

Section 2.04.                                   Representations, Warranties and Covenants of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee and the Trust Advisor.

(a)                                             The Master Servicer, as Master Servicer, hereby represents and warrants with respect to itself to the Trustee, for its own benefit and the benefit of the Certificateholders, and to the Depositor, the Certificate Administrator, the Special Servicer, the Companion Participation Holders and the Trust Advisor, as of the Closing Date, that:

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

(ii)                                  The execution and delivery of this Agreement by the Master Servicer, and the performance and compliance with the terms of this Agreement by the Master Servicer, do not (A) violate the Master Servicer’s certificate of incorporation and by-laws or (B) constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or which is applicable to it or any of its assets, or (C) violate any law, rule, regulation, order, judgment or decree to which the Master Servicer or its property is subject, which, in the case of either (B) or (C), is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or its financial condition;

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

(iv)                              This Agreement, assuming due authorization, execution and delivery by the Trustee, the Paying Agent, the Certificate Administrator, the Special Servicer, the Trust Advisor and the Depositor, constitutes a valid, legal and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with the terms hereof, subject to applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement of creditors’ rights

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generally, and general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law;

(v)                                 The Master Servicer is not in default with respect to any law, any order or decree of any court, or any order, regulation or demand of any federal, state, municipal or governmental agency, which default, in the Master Servicer’s reasonable judgment is likely to materially and adversely affect the financial condition or operations of the Master Servicer or its properties taken as a whole or its ability to perform its duties and obligations hereunder;

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

(vii)                           No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Master Servicer, or compliance by the Master Servicer with, this Agreement or the consummation of the transactions of the Master Servicer contemplated by this Agreement, except for any consent, approval, authorization or order which has been obtained, or which, if not obtained would not have a materially adverse effect on the ability of the Master Servicer to perform its obligations hereunder; and

(viii)                        Each officer and employee of the Master Servicer that has responsibilities concerning the servicing and administration of the Mortgage Loans is covered by errors and omissions insurance and the fidelity bond in the amounts and with the coverage required by this Agreement.

(b)                                             The Special Servicer, as Special Servicer, hereby represents and warrants to and covenants with the Trustee, for its own benefit the benefit of the Certificateholders, and to the Depositor, the Certificate Administrator, the Master Servicer, the Companion Participation Holders and the Trust Advisor, as of the Closing Date, that:

(i)                                     The Special Servicer is a limited liability company, validly existing and in good standing under the laws of the State of Delaware, and the Special Servicer is in compliance with the laws of each state (within the United States of America) in which any related Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement;

(ii)                                  The execution and delivery of this Agreement by the Special Servicer, and the performance and compliance with the terms of this Agreement by the Special Servicer, do not (A) violate the Special Servicer’s organizational documents or (B) constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or which is applicable to it or any of its assets,

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or (C) violate any law, rule, regulation, order, judgment or decree to which the Special Servicer or its property is subject, which, in the case of either (B) or (C), is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or its financial condition;

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

(iv)                              This Agreement, assuming due authorization, execution and delivery by the Trustee, the Certificate Administrator, the Master Servicer, the Depositor and the Trust Advisor, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement of creditors’ rights generally, and general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law;

(v)                                 The Special Servicer is not in default with respect to any law, any order or decree of any court, or any order, regulation or demand of any federal, state, municipal or governmental agency, which default, in the Special Servicer’s reasonable judgment is likely to materially and adversely affect the financial condition or operations of the Special Servicer or its properties taken as a whole or its ability to perform its duties and obligations hereunder;

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

(vii)                           No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Special Servicer, or compliance by the Special Servicer with, this Agreement or the consummation of the transactions of the Special Servicer contemplated by this Agreement, except for any consent, approval, authorization or order which has been obtained, or which, if not obtained would not have a materially adverse effect on the ability of the Special Servicer to perform its obligations hereunder; and

(viii)                        Each officer and employee of the Special Servicer that has responsibilities concerning the servicing and administration of the Mortgage Loans is covered by errors and omissions insurance and the fidelity bond in the amounts and with the coverage required by this Agreement.

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(c)                                              It is understood and agreed that the representations and warranties set forth in this Section shall survive delivery of the respective Mortgage Files to the Trustee or the Custodian on behalf of the Trustee until the termination of this Agreement, and shall inure to the benefit of the Trustee, the Depositor, the Certificate Administrator, the Trust Advisor, the Companion Participation Holders and the Master Servicer or Special Servicer, as the case may be.  Upon discovery by the Depositor, the Certificate Administrator, the Master Servicer, the Special Servicer, the Trust Advisor or a Responsible Officer of the Trustee (or upon written notice thereof from any Certificateholder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of the Certificateholders, the Certificate Administrator, the Master Servicer, Special Servicer, the Trust Advisor or the Trustee in any Trust Asset, the party discovering such breach shall give prompt written notice to the other parties hereto and the Trust Asset Seller.

(d)                                             The Trustee hereby represents and warrants to the Depositor, the Master Servicer, the Special Servicer, the Certificateholders, the Companion Participation Holders and the Trust Advisor as of the Closing Date, that:

(i)                                     The Trustee is a national banking association, duly organized, validly existing and in good standing under the laws of the United States and has full power, authority and legal right to own its properties and conduct its business as presently conducted and to execute, deliver and perform the terms of this Agreement;

(ii)                                  This Agreement has been duly authorized, executed and delivered by the Trustee and, assuming due authorization, execution and delivery by the other parties hereto, constitutes a legal, valid and binding instrument enforceable against the Trustee in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights in general and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law);

(iii)                               Neither the execution and delivery of this Agreement by the Trustee nor the consummation by the Trustee of the transactions herein contemplated to be performed by the Trustee, nor compliance by the Trustee with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of any applicable law (subject to the appointment in accordance with such applicable law of any co-Trustee or separate Trustee required pursuant to this Agreement), governmental rule, regulation, judgment, decree or order binding on the Trustee or its properties or the organizational documents of the Trustee or the terms of any material agreement, instrument or indenture to which the Trustee is a party or by which it is bound;

(iv)                              The Trustee is not in violation of, and the execution and delivery of this Agreement by the Trustee and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court binding on the Trustee or any law, order or regulation of any federal, state, municipal or governmental agency having jurisdiction, or result in the creation or imposition of any lien, charge or encumbrance which, in any such event, would have

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consequences that would materially and adversely affect the condition (financial or otherwise) or operation of the Trustee or its properties or impair the ability of the Trust Fund to realize on the Trust Assets;

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

(vi)                              To the best of the Trustee’s knowledge, no litigation is pending or threatened against the Trustee which would prohibit its entering into or materially and adversely affect its ability to perform its obligations under this Agreement or the Indemnification Agreement, dated as of November 4, 2013, among the Trustee, the Depositor and the Placement Agents.

(e)                                              The Certificate Administrator hereby represents and warrants to the Depositor, the Trustee, the Master Servicer, the Special Servicer, the Certificateholders, the Companion Participation Holders and the Trust Advisor as of the Closing Date, that:

(i)                                     The Certificate Administrator is a national banking association, duly organized, validly existing and in good standing under the laws of United States and has full power, authority and legal right to own its properties and conduct its business as presently conducted and to execute, deliver and perform the terms of this Agreement;

(ii)                                  This Agreement has been duly authorized, executed and delivered by the Certificate Administrator and, assuming due authorization, execution and delivery by the other parties hereto, constitutes a legal, valid and binding instrument enforceable against the Certificate Administrator in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights in general and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law);

(iii)                               Neither the execution and delivery of this Agreement by the Certificate Administrator nor the consummation by the Certificate Administrator of the transactions herein contemplated to be performed by the Certificate Administrator, nor compliance by the Certificate Administrator with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of any applicable law, governmental rule, regulation, judgment, decree or order binding on the Certificate Administrator or its properties or the organizational documents of the Certificate Administrator or the terms of any material agreement, instrument or indenture to which the Certificate Administrator is a party or by which it is bound which, in the Certificate Administrator’s good faith and reasonable judgment, is likely to affect materially and adversely the ability of the Certificate Administrator to perform its obligations under this Agreement;

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(iv)                              The Certificate Administrator is not in violation of, and the execution and delivery of this Agreement by the Certificate Administrator and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court binding on the Certificate Administrator or any law, order or regulation of any federal, state, municipal or governmental agency having jurisdiction, or result in the creation or imposition of any lien, charge or encumbrance which, in any such event, would have consequences that would materially and adversely affect the condition (financial or otherwise) or operation of the Certificate Administrator or its properties;

(v)                                 No consent, approval, authorization or order of, or registration or filing with, or notice to any court or governmental agency or body, is required for the execution, delivery and performance by the Certificate Administrator of or compliance by the Certificate Administrator with this Agreement, or if required, such approval has been obtained prior to the Cutoff Date or which, if not obtained, would have a materially adverse effect on the Certificate Administrator’s ability to perform its obligations hereunder; and

(vi)                              To the best of the Certificate Administrator’s knowledge, no litigation is pending or threatened against the Certificate Administrator which would prohibit its entering into or materially and adversely affect its ability to perform its obligations under this Agreement or the Indemnification Agreement, dated as of November 4, 2013, among the Certificate Administrator, the Depositor and the Placement Agents.

(f)                                               The Trust Advisor hereby represents and warrants to the Depositor, the Trustee, the Master Servicer, the Special Servicer, the Certificateholders, the Companion Participation Holders and the Certificate Administrator as of the Closing Date, that:

(i)                                     The Trust Advisor is a corporation, duly organized, validly existing and in good standing under the laws of the State of Georgia and has full power, authority and legal right to own its properties and conduct its business as presently conducted and to execute, deliver and perform the terms of this Agreement;

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

(iii)                               The Trust Advisor has the full entity power and authority to enter into and consummate all transactions to be performed by it contemplated by this

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Agreement, has duly authorized the execution, delivery and performance by it of this Agreement, and has duly executed and delivered this Agreement;

(iv)                              This Agreement, assuming due authorization, execution and delivery by the Depositor, the Master Servicer, the Special Servicer, the Trustee and the Certificate Administrator, constitutes a valid, legal and binding obligation of the Trust Advisor, enforceable against the Trust Advisor in accordance with the terms hereof, subject to applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement of creditors’ rights generally, and general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law;

(v)                                 The Trust Advisor is not in default with respect to any law, any order or decree of any court, or any order, regulation or demand of any federal, state, municipal or governmental agency, which default, in the Trust Advisor’s reasonable judgment, is likely to materially and adversely affect the financial condition or operations of the Trust Advisor or its properties taken as a whole or its ability to perform its duties and obligations hereunder;

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

(vii)                           No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Trust Advisor, or compliance by the Trust Advisor with, this Agreement or the consummation of the transactions of the Trust Advisor contemplated by this Agreement, except for any consent, approval, authorization or order which has been obtained, or which, if not obtained would not have a materially adverse effect on the ability of the Trust Advisor to perform its obligations hereunder.

Section 2.05.                                   Execution and Delivery of Certificates; Issuance of Lower-Tier Regular Interests.

The Trustee acknowledges the assignment to it of the Trust Assets and the delivery of the Mortgage Files to the Custodian (to the extent the documents constituting the Mortgage Files are actually delivered to the Custodian), subject to the provisions of Section 2.01 and Section 2.02 of this Agreement and, concurrently with such delivery, (i) acknowledges and hereby declares that it holds the Trust Assets (other than the Excluded Fees) on behalf of the Lower-Tier REMIC and the Holders of the Certificates; (ii) acknowledges the issuance of the Lower-Tier Regular Interests and has caused to be executed and caused to be authenticated and delivered to or upon the order of the Depositor, or as directed by the terms of this Agreement, the Class LR Certificates, (iii) acknowledges the contribution by the Depositor of the Lower-Tier Regular Interests to the Upper-Tier REMIC and hereby declares that it holds the Lower-Tier Regular

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Interests on behalf of the Upper-Tier REMIC and the Holders of the Regular Certificates and the Class R Certificates and (iv) in exchange for the Lower-Tier Regular Interests has caused to be executed and caused to be authenticated and delivered to or upon the order of the Depositor, or as directed by the terms of this Agreement, (I) from the Upper-Tier REMIC:  (A) the Class A, Class B and Class C Certificates, (B) the Class D Regular Interest, Class E Regular Interest, Class F Regular Interest, Class G Regular and Class X Regular Interest and (D) the Class R Certificates, and (II) from the Grantor Trust (A) the Class D, Class E, Class F and Class G Certificates, together with their respective entitlements to Additional Interest Accrual Amounts and (B) the Class X Certificates subject to the obligation to pay the Aggregate Additional Interest Amounts, in each case, in authorized denominations, registered in the names set forth in such order or as so directed in this Agreement and duly authenticated by the Authenticating Agent, which Certificates evidence ownership of the entire Trust Fund.

Section 2.06.                                   Miscellaneous REMIC and Grantor Trust Provisions.

(a)                                             The Lower-Tier Regular Interests issued hereunder are hereby designated as the “regular interests” in the Lower- Tier REMIC within the meaning of Code Section 860G(a)(1), and the Class LR Certificates are hereby designated as the sole class of “residual interests” in the Lower-Tier REMIC within the meaning of Code Section 860G(a)(2).  The Class A, Class B and Class C Certificates and the Class D, Class E, Class F, Class G and Class X Regular Interests are hereby designated as “regular interests” in the Upper-Tier REMIC within the meaning of Code Section 860G(a)(1) and the Class R Certificates are hereby designated as the sole Class of “residual interests” in the Upper-Tier REMIC within the meaning of Code Section 860G(a)(2).  The Closing Date is hereby designated as the “Startup Day” of the Lower-Tier REMIC and the Upper-Tier REMIC within the meaning of Code Section 860G(a)(9).  The “latest possible maturity date” of the Lower-Tier Regular Interests, the Class A, Class B and Class C Certificates and the Class D, Class E, Class F, Class G and Class X Regular Interests for purposes of Code Section 860G(a)(l) is the date that is the Rated Final Distribution Date.

(b)                                             None of the Depositor, the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer shall enter into any arrangement by which the Trust Fund will receive a fee or other compensation for services other than as specifically contemplated herein.

(c)                                              The Grantor Trust shall constitute a grantor trust for federal income tax purposes under subpart E of part I of subchapter J of the Code.  The Grantor Trust shall be comprised of (i) the uncertificated Class D, Class E, Class F and Class G Regular Interests and the right to receive Additional Interest Accrual Amounts, which will be beneficially owned by the related Additional Interest Certificates, and (ii) the uncertificated Class X Regular Interests, which will be beneficially owned by the Class X Certificates, subject to the obligation to pay the Aggregate Additional Interest Amounts.

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ARTICLE III.

ADMINISTRATION AND SERVICING
OF THE TRUST FUND

Section 3.01.                                   The Master Servicer to Act as Master Servicer; Special Servicer to Act as Special Servicer; Administration of the Mortgage Loan.

(a)                                             The Master Servicer (with respect to Mortgage Loans that are not Specially Serviced Mortgage Loans) and the Special Servicer (with respect to Mortgage Loans that are Specially Serviced Mortgage Loans and REO Loans), each as an independent contractor servicer, shall diligently service and administer the Mortgage Loans on behalf of the Trust Fund, in the best interests of and for the benefit of the Certificateholders and the Companion Participation Holders (as a collective whole, as if the Certificateholders and the related Companion Participation Holders constituted a single lender), and in accordance with the Servicing Standard.

The Master Servicer’s or Special Servicer’s liability for actions and omissions in its capacity as Master Servicer or Special Servicer, as the case may be, hereunder is limited as provided herein (including, without limitation, pursuant to Section 6.03 hereof).  To the extent consistent with the foregoing and subject to any express limitations set forth in this Agreement, the Master Servicer and Special Servicer shall seek to maximize the timely and complete recovery of principal and interest on the Notes; provided, however, that nothing herein contained shall be construed as an express or implied guarantee by the Master Servicer or Special Servicer of the collectability of the Mortgage Loans.  Subject only to the Servicing Standard, the Master Servicer and Special Servicer shall have full power and authority, acting alone or through Sub-Servicers (subject to paragraph (c) of this Section 3.01, to the related Sub-servicing Agreement with each sub-servicer and to Section 3.01(e) of this Agreement), to do or cause to be done any and all things in connection with such servicing and administration that it may deem consistent with the Servicing Standard and, in its reasonable judgment, in the best interests of the Certificateholders and the related Companion Participation Holders (as a collective whole as if such Certificateholders and the related Companion Participation Holder constituted a single lender), including, without limitation, with respect to each Mortgage Loan to prepare, execute and deliver, on behalf of the Certificateholders and Companion Participation Holders and the Trustee or any of them:  (i) any and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien on each Mortgaged Property and related collateral; (ii) any modifications, waivers, consents or amendments to or with respect to any documents contained in the related Mortgage File; and (iii) any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Mortgage Loans and the Mortgaged Properties.  Notwithstanding the foregoing, neither the Master Servicer nor the Special Servicer shall modify, amend, waive or otherwise consent to any change of the terms of any Mortgage Loan except under the circumstances described in Section 3.03, Section 3.09, Section 3.10, Section 3.24, Section 3.25, Section 3.26 and Section 3.27 hereof.  The Master Servicer (with respect to Mortgage Loans that are not Specially Serviced Mortgage Loans) and the Special Servicer (with respect to Specially Serviced Mortgage Loans and REO Loans) shall provide to the Borrowers related to the Mortgage Loans that it is servicing any reports required to be provided to them pursuant to the

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related Mortgage Loan Documents.  Subject to Section 3.11 of this Agreement, the Trustee shall, upon the receipt of a written request of a Servicing Officer, execute and deliver to the Master Servicer and Special Servicer, as applicable, any powers of attorney and other documents prepared by the Master Servicer and Special Servicer, as applicable, and necessary or appropriate (as certified in such written request) to enable the Master Servicer and Special Servicer, as applicable, to carry out their servicing and administrative duties hereunder.  The Trustee shall not be held liable for any misuse of any such power of attorney or such other documents by the Master Servicer and Special Servicer, as applicable.  Notwithstanding anything contained herein to the contrary, none of the Master Servicer or the Special Servicer shall, without the Trustee’s written consent:  (i) initiate any action, suit or proceeding solely under the Trustee’s name without indicating the Master Servicer’s or Special Servicer’s, as applicable, representative capacity; or (ii) take any action with the intent to cause, and that actually causes, the Trustee to be registered to do business in any state.

(b)                                             Unless otherwise provided in the related Note, related Loan Agreement or related Participation Agreement, the Master Servicer shall apply any total or partial Principal Prepayment received on a Mortgage Loan on a date other than a Due Date to the Stated Principal Balance of such Mortgage Loan as of the Due Date immediately following the date of receipt of such total or partial Principal Prepayment; provided that the Master Servicer shall apply any total or partial Principal Prepayment received on a Mortgage Loan on a date following a Due Date but prior to the close of business on the Business Day prior to the related Servicer Remittance Date to the Stated Principal Balance of such Mortgage Loan as of the Due Date immediately preceding the date of receipt of such total or partial Principal Prepayment.

(c)                                              The Master Servicer and the Special Servicer may enter into Sub-Servicing Agreements with third parties with respect to any of its respective obligations hereunder, provided that (i) any such agreement requires the Sub-Servicer to comply with all of the applicable terms and conditions of this Agreement and shall be consistent with the provisions of this Agreement, the terms of the respective Mortgage Loan Documents (including the related Participation Agreement), (ii) if such Sub-Servicer is a Servicing Function Participant or an Additional Servicer, any such agreement provides that the failure of such Sub-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 shall constitute an event of default by such Sub-Servicer upon the occurrence of which the Master Servicer or the Special Servicer, as applicable, shall (and the Depositor may) immediately terminate the related Sub-Servicer under the related Sub-Servicing Agreement, which termination shall be deemed for cause, (iii) no Sub-Servicer retained by the Master Servicer or the Special Servicer, as applicable, shall grant any modification, waiver or amendment to any Mortgage Loan or foreclose any Mortgage without the approval of the Master Servicer or the Special Servicer, as applicable, which approval shall be given or withheld in accordance with the procedures set forth in Section 3.09, Section 3.10, Section 3.24, Section 3.25, Section 3.26, Section 3.27, as applicable, (iv) such agreement shall be consistent with the Servicing Standard and (v) with respect to any Sub-Servicing Agreement entered into after the Closing Date, if such Sub-Servicer is a Servicing Function Participant or an Additional Servicer, such Sub-Servicer, at the time the related Sub-Servicing Agreement is entered into, is not a Prohibited Party.  Any such Sub-Servicing Agreement may permit the Sub-Servicer to delegate its duties to agents or Subcontractors so long as the related agreements or arrangements

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