Pooling And Servicing Agreement

MORGAN STANLEY CAPITAL I INC. As Depositor, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Master Servicer, LNR PARTNERS, LLC, as Special Servicer, SITUS HOLDINGS, LLC, as Trust Advisor, U.S. BANK NATIONAL ASSOCIATION, as Trustee, Certificate Administrator, ...


Exhibit 4.1
 
 
EXECUTION VERSION
 

 
MORGAN STANLEY CAPITAL I INC.
as Depositor,
 
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Master Servicer,
 
LNR PARTNERS, LLC,
as Special Servicer,
 
SITUS HOLDINGS, LLC,
as Trust Advisor,
 
U.S. BANK NATIONAL ASSOCIATION,
as Trustee, Certificate Administrator, Certificate Registrar, Authenticating Agent and Custodian
 
 
Dated as of June 1, 2014
 
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2014-C16
 

 
 
 

 
 
TABLE OF CONTENTS
       
     
Page
       
 
ARTICLE I
   
 
DEFINITIONS;
   
 
CALCULATIONS AND CERTAIN OTHER MATTERS
   
       
Section 1.1
Definitions
 
6
Section 1.2
Calculations Respecting Mortgage Loans
 
109
Section 1.3
Calculations Respecting Accrued Interest
 
112
Section 1.4
Interpretation
 
113
Section 1.5
ARD Loans
 
113
Section 1.6
Certain Matters with Respect to Loan Pairs, A/B Whole Loans and Non-Serviced Loan Combinations
 
114
Section 1.7
Rating Agency Confirmations
 
118
       
 
ARTICLE II
   
 
DECLARATION OF TRUST;
   
 
ISSUANCES OF CERTIFICATES
   
       
Section 2.1
Conveyance of Mortgage Loans
 
121
Section 2.2
Acceptance by Trustee
 
124
Section 2.3
Sellers’ Repurchase of Mortgage Loans for Material Document Defects and Material Breaches of Representations and Warranties
 
127
Section 2.4
Representations and Warranties
 
135
Section 2.5
Conveyance of Interests
 
136
Section 2.6
Certain Matters Relating to Non-Serviced Mortgage Loans
 
137
       
 
ARTICLE III
   
 
THE CERTIFICATES
   
       
Section 3.1
The Certificates
 
137
Section 3.2
Registration
 
138
Section 3.3
Transfer and Exchange of Certificates
 
138
Section 3.4
Mutilated, Destroyed, Lost or Stolen Certificates
 
144
Section 3.5
Persons Deemed Owners
 
145
Section 3.6
Access to List of Certificateholders’ Names and Addresses
 
145
Section 3.7
Book-Entry Certificates
 
146
Section 3.8
Notices to Clearing Agency
 
149
Section 3.9
Definitive Certificates
 
150
Section 3.10
Exchanges of Exchangeable Certificates
 
151
       
 
ARTICLE IV
   
 
ADVANCES
   
       
Section 4.1
P&I Advances by Master Servicer
 
152
 
 
-i-

 
 
     
Page
       
Section 4.1A
P&I Advances with Respect to Non-Serviced Mortgage Loans and Serviced Pari Passu Mortgage Loans
 
153
Section 4.2
Servicing Advances
 
155
Section 4.3
Advances by the Trustee
 
155
Section 4.4
Evidence of Nonrecoverability
 
156
Section 4.5
Interest on Advances; Calculation of Outstanding Advances with Respect to a Mortgage Loan
 
158
Section 4.6
Reimbursement of Advances and Advance Interest
 
159
       
 
ARTICLE V
   
 
ADMINISTRATION OF THE TRUST
   
       
Section 5.1
Collections
 
160
Section 5.2
Withdrawals of Funds in the Collection Account
 
164
Section 5.3
Distribution Account and Reserve Accounts
 
174
Section 5.4
Certificate Administrator Reports
 
176
Section 5.5
Certificate Administrator Tax Reports
 
183
Section 5.6
Access to Certain Information
 
183
Section 5.7
Exchange Act Rule 17g-5 Procedures
 
185
       
 
ARTICLE VI
   
 
DISTRIBUTIONS
   
       
Section 6.1
Distributions Generally
 
191
Section 6.2
Compliance with Withholding Requirements
 
192
Section 6.3
REMIC I
 
192
Section 6.4
REMIC II
 
193
Section 6.5
REMIC III
 
194
Section 6.6
Allocation of Collateral Support Deficits
 
201
Section 6.7
Prepayment Interest Shortfalls and Net Aggregate Prepayment Interest Shortfalls
 
203
Section 6.8
Adjustment of Master Servicing Fees
 
204
Section 6.9
Appraisal Reductions
 
204
Section 6.10
Prepayment Premiums
 
207
Section 6.11
Allocation of Trust Advisor Expenses
 
209
       
 
ARTICLE VII
   
 
CONCERNING THE TRUSTEE, THE CUSTODIAN AND THE CERTIFICATE
   
 
ADMINISTRATOR
   
       
Section 7.1
Duties of the Trustee, the Custodian and the Certificate Administrator
 
213
Section 7.2
Certain Matters Affecting the Trustee, the Custodian and the Certificate Administrator
 
215
Section 7.3
The Trustee, the Custodian and the Certificate Administrator Not Liable for Certificates or Interests or Mortgage Loans
 
216
Section 7.4
The Trustee, the Custodian and the Certificate Administrator May Own Certificates
 
218
 
 
-ii-

 
 
       
     
Page
       
Section 7.5
Eligibility Requirements for the Trustee, the Custodian and the Certificate Administrator
 
218
Section 7.6
Resignation and Removal of the Trustee, the Custodian or the Certificate Administrator
 
219
Section 7.7
Successor Trustee, Custodian or Certificate Administrator
 
223
Section 7.8
Merger or Consolidation of Trustee, Custodian or Certificate Administrator
 
224
Section 7.9
Appointment of Co-Trustee, Separate Trustee, Agents or Custodian
 
224
Section 7.10
Authenticating Agents
 
226
Section 7.11
Indemnification of Trustee, the Custodian and the Certificate Administrator
 
227
Section 7.12
Fees and Expenses of Trustee, the Custodian and the Certificate Administrator
 
230
Section 7.13
Collection of Moneys
 
230
Section 7.14
Trustee To Act; Appointment of Successor
 
230
Section 7.15
Notification to Holders
 
233
Section 7.16
Representations and Warranties of the Trustee, the Custodian and the Certificate Administrator
 
233
Section 7.17
Fidelity Bond and Errors and Omissions Insurance Policy Maintained by the Trustee, the Custodian and the Certificate Administrator
 
236
Section 7.18
Capacities
 
236
       
 
ARTICLE VIII
   
 
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
   
       
Section 8.1
Servicing Standard; Servicing Duties
 
236
Section 8.2
Fidelity Bond and Errors and Omissions Insurance Policy Maintained by the Master Servicer
 
239
Section 8.3
Master Servicer’s General Power and Duties
 
239
Section 8.4
Sub-Servicing
 
247
Section 8.5
Master Servicer May Own Certificates
 
248
Section 8.6
Maintenance of Hazard Insurance, Other Insurance, Taxes and Other
 
248
Section 8.7
Enforcement of Due-on-Sale Clauses; Assumption Agreements; Due- on-Encumbrance Clause
 
251
Section 8.8
Custodian to Cooperate; Release of Trust Mortgage Files
 
255
Section 8.9
Documents, Records and Funds in Possession of Master Servicer to be Held for the Trustee for the Benefit of the Certificateholders
 
256
Section 8.10
Servicing Compensation
 
257
Section 8.11
Master Servicer Reports; Account Statements
 
260
Section 8.12
Reserved
 
262
Section 8.13
Reserved
 
262
Section 8.14
CREFC® Operating Statement Analysis Reports Regarding the Mortgaged Properties
 
262
Section 8.15
Other Available Information and Certain Rights of the Master Servicer
 
264
Section 8.16
Rule 144A Information
 
265
Section 8.17
Inspections
 
266
Section 8.18
Modifications, Waivers, Amendments, Extensions and Consents
 
267
 
 
-iii-

 
 
       
     
Page
       
Section 8.19
Specially Serviced Mortgage Loans
 
269
Section 8.20
Representations, Warranties and Covenants of the Master Servicer
 
270
Section 8.21
Merger or Consolidation
 
271
Section 8.22
Resignation of Master Servicer
 
272
Section 8.23
Assignment or Delegation of Duties by Master Servicer
 
273
Section 8.24
Limitation on Liability of the Master Servicer and Others
 
273
Section 8.25
Indemnification; Third-Party Claims
 
276
Section 8.26
Loan Registry
 
278
Section 8.27
Compliance with REMIC Provisions and Grantor Trust Provisions
 
278
Section 8.28
Termination
 
278
Section 8.29
Procedure Upon Termination
 
281
Section 8.30
Certain Matters with Respect to Joint Mortgage Loans
 
283
       
 
ARTICLE IX
   
 
ADMINISTRATION AND SERVICING OF
   
 
SPECIALLY SERVICED MORTGAGE LOANS BY SPECIAL SERVICER
   
       
Section 9.1
Duties of Special Servicer
 
288
Section 9.2
Fidelity Bond and Errors and Omissions Insurance Policy of Special Servicer
 
289
Section 9.3
Special Servicer General Powers and Duties
 
290
Section 9.4
Sub-Servicers
 
292
Section 9.5
“Due-on-Sale” Clauses; Assignment and Assumption Agreements; Modifications of Specially Serviced Mortgage Loans; Due-on- Encumbrance Clauses
 
292
Section 9.6
Release of Mortgage Files
 
297
Section 9.7
Documents, Records and Funds in Possession of Special Servicer To Be Held for the Trustee
 
298
Section 9.8
Representations, Warranties and Covenants of the Special Servicer
 
299
Section 9.9
Standard Hazard, Flood and Comprehensive General Liability Insurance Policies
 
300
Section 9.10
Presentment of Claims and Collection of Proceeds
 
302
Section 9.11
Compensation to the Special Servicer
 
302
Section 9.12
Realization Upon Defaulted Mortgage Loans
 
305
Section 9.13
Foreclosure
 
308
Section 9.14
Operation of REO Property
 
308
Section 9.15
Sale of REO Property
 
312
Section 9.16
Realization on Collateral Security
 
313
Section 9.17
Sale of Defaulted Mortgage Loans
 
313
Section 9.18
A/B Whole Loans
 
318
Section 9.19
Reserved
 
318
Section 9.20
Merger or Consolidation
 
318
Section 9.21
Resignation of Special Servicer
 
318
Section 9.22
Assignment or Delegation of Duties by Special Servicer
 
320
Section 9.23
Limitation on Liability of the Special Servicer and Others
 
321
Section 9.24
Indemnification; Third-Party Claims
 
323
Section 9.25
Reserved
 
325
 
 
-iv-

 
 
       
     
Page
       
Section 9.26
Special Servicer May Own Certificates
 
325
Section 9.27
Tax Reporting
 
325
Section 9.28
Application of Funds Received
 
325
Section 9.29
Compliance with REMIC Provisions and Grantor Trust Provisions
 
326
Section 9.30
Termination
 
326
Section 9.31
Procedure Upon Termination
 
332
Section 9.32
Certain Special Servicer Reports
 
333
Section 9.33
Special Servicer to Cooperate with the Master Servicer, the Trustee, the Custodian and the Certificate Administrator
 
338
Section 9.34
Litigation Control
 
339
       
 
ARTICLE X
   
 
CERTAIN MATTERS RELATING TO THE CONTROLLING CLASS
   
 
REPRESENTATIVE, THE TRUST ADVISOR AND THE HOLDERS
   
 
OF THE B NOTES AND SERVICED COMPANION LOANS
   
       
Section 10.1
Selection and Removal of the Controlling Class Representative
 
342
Section 10.2
Limitation on Liability of Controlling Class Representative; Acknowledgements of the Certificateholders
 
344
Section 10.3
Rights and Powers of Controlling Class Representative
 
344
Section 10.4
Controlling Class Representative and Trust Advisor Contact with Master Servicer and Special Servicer
 
347
Section 10.5
Appointment, Duties and Compensation of the Trust Advisor
 
347
Section 10.6
Representations, Warranties and Covenants of the Trust Advisor
 
352
Section 10.7
Merger or Consolidation of the Trust Advisor
 
353
Section 10.8
Resignation of Trust Advisor
 
353
Section 10.9
Assignment or Delegation of Duties by Trust Advisor
 
355
Section 10.10
Limitation on Liability of the Trust Advisor and Others
 
355
Section 10.11
Indemnification; Third-Party Claims
 
357
Section 10.12
Termination of the Trust Advisor
 
358
Section 10.13
Rights of the Holders of a B Note and Serviced Companion Loan
 
361
Section 10.14
Rights of Non-Directing Holders
 
363
       
 
ARTICLE XI
   
 
PURCHASE AND TERMINATION OF THE TRUST
   
       
Section 11.1
Termination of Trust Upon Repurchase or Liquidation of All Mortgage Loans
 
364
Section 11.2
Procedure Upon Termination of Trust
 
367
Section 11.3
Additional Trust Termination Requirements
 
368
       
 
ARTICLE XII
   
 
REMIC AND GRANTOR TRUST ADMINISTRATION
   
       
Section 12.1
REMIC Administration
 
369
Section 12.2
Prohibited Transactions and Activities
 
374
Section 12.3
Modifications of Mortgage Loans
 
375
 
 
-v-

 
 
       
     
Page
       
Section 12.4
Liability with Respect to Certain Taxes and Loss of REMIC Status
 
375
Section 12.5
Grantor Trust
 
375
Section 12.6
Grantor Trust Reporting Requirements
 
376
       
 
ARTICLE XIII
   
 
EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE
   
       
Section 13.1
Intent of the Parties; Reasonableness
 
377
Section 13.2
Information to be Provided by the Master Servicer, the Special Servicer, the Custodian, any Primary Servicer and the Certificate Administrator
 
378
Section 13.3
Filing Obligations
 
381
Section 13.4
Form 10-D Filings
 
381
Section 13.5
Form 10-K Filing
 
383
Section 13.6
Sarbanes-Oxley Certification
 
385
Section 13.7
Form 8-K Filings
 
387
Section 13.8
Suspension of Exchange Act Filings; Incomplete Exchange Act Filings; Amendments to Exchange Act Reports
 
388
Section 13.9
Annual Compliance Statements.
 
390
Section 13.10
Annual Reports on Assessment of Compliance with Servicing Criteria
 
391
Section 13.11
Annual Independent Public Accountants’ Servicing Report
 
394
Section 13.12
Indemnification
 
395
Section 13.13
Amendments
 
397
Section 13.14
Exchange Act Report Signatures
 
398
Section 13.15
Significant Obligors
 
398
       
 
ARTICLE XIV
   
 
MISCELLANEOUS PROVISIONS
   
       
Section 14.1
Binding Nature of Agreement
 
400
Section 14.2
Entire Agreement
 
400
Section 14.3
Amendment
 
400
Section 14.4
GOVERNING LAW
 
403
Section 14.5
Notices
 
403
Section 14.6
Severability of Provisions
 
405
Section 14.7
Indulgences; No Waivers
 
405
Section 14.8
Headings Not to Affect Interpretation
 
405
Section 14.9
Benefits of Agreement
 
405
Section 14.10
Reserved
 
406
Section 14.11
Counterparts
 
406
Section 14.12
Intention of Parties
 
406
Section 14.13
Recordation of Agreement
 
408
Section 14.14
Rating Agency Surveillance Fees
 
408
Section 14.15
Waiver of Jury Trial
 
408
Section 14.16
Submission to Jurisdiction
 
408
Section 14.17
Limitation on Rights of Holders
 
409
Section 14.18
Acts of Holders of Certificates
 
409
 
 
-vi-

 
 
     
Page
       
Section 14.19
Compliance with Patriot Act
 
411
Section 14.20
Precautionary Trust Indenture Act Provisions
 
411
Section 14.21
Limitation on Liability of the Depositor and Others
 
411
 
 
-vii-

 

EXHIBITS AND SCHEDULES
   
EXHIBIT A-1
Form of Class A-1 Certificate
EXHIBIT A-2
Form of Class A-2 Certificate
EXHIBIT A-3
Form of Class A-SB Certificate
EXHIBIT A-4
Form of Class A-3 Certificate
EXHIBIT A-5
Form of Class A-4 Certificate
EXHIBIT A-6
Form of Class A-5 Certificate
EXHIBIT A-7
Form of Class X-A Certificate
EXHIBIT A-8
Form of Class A-S Certificate
EXHIBIT A-9
Form of Class B Certificate
EXHIBIT A-10
Form of Class PST Certificate
EXHIBIT A-11
Form of Class C Certificate
EXHIBIT A-12
Form of Class X-B Certificate
EXHIBIT A-13
Form of Class X-C Certificate
EXHIBIT A-14
Form of Class D Certificate
EXHIBIT A-15
Form of Class E Certificate
EXHIBIT A-16
Form of Class F Certificate
EXHIBIT A-17
Form of Class G Certificate
EXHIBIT A-18
Form of Class H Certificate
EXHIBIT A-19
Form of Class V Certificate
EXHIBIT A-20
Form of Class R Certificate
EXHIBIT B-1
Form of Initial Certification (Section 2.2)
EXHIBIT B-2
Form of Final Certification (Section 2.2)
EXHIBIT C
Form of Request for Release
EXHIBIT D-1
Form of Transferor Certificate for Transfers of Definitive Privately Offered Certificates (Section 3.3(c))
EXHIBIT D-2A
Form I of Transferee Certificate for Transfers of Definitive Privately Offered Certificates (Section 3.3(c))
EXHIBIT D-2B
Form II of Transferee Certificate for Transfers of Definitive Privately Offered Certificates (Section 3.3(c))
EXHIBIT D-3
Form of Transfer Certificate to an Interest in a Rule 144A Global Certificate
EXHIBIT E-1
Form of Transferee Affidavit and Agreement (Class R) (Section 3.3(e))
EXHIBIT E-2
Form of Transferor Affidavit and Agreement (Class R) (Section 3.3(e))
EXHIBIT F
Form of Regulation S Certificate
EXHIBIT G
Form of Exchange Certification (“Exchange Certificate”)
EXHIBIT H
Form of Euroclear Bank or Clearstream Bank Certificate (Section 3.7(d))
EXHIBIT I
Form of Investor Certification
EXHIBIT J
Form of NRSRO Certification (“NRSRO Certification”)
EXHIBIT K
Form of Distribution Date Statement (“Distribution Date Statement”)
EXHIBIT L
Form of Trust Advisor Annual Report
EXHIBIT M
Form of Financial Market Publishers Certification (Section 5.4(h)) and CREFC® Certification (Section 5.4(k))
EXHIBIT N-1
Reserved
EXHIBIT N-2
Reserved
EXHIBIT O-1
Form of Power of Attorney to Master Servicer (Section 8.3(c))
 
 
-viii-

 
 
   
EXHIBIT O-2
Form of Power of Attorney to Special Servicer (Section 9.3(a))
EXHIBIT P-1
Form of Certification (Section 13.6)
EXHIBIT P-2
Reporting Servicer Form of Performance Certification (Section 13.6)
EXHIBIT Q
Form of Exchange Letter
EXHIBIT R
[Reserved]
EXHIBIT S-1
Form of Transferor Certificate for Transfer of the Excess Servicing Fee Rights
EXHIBIT S-2
Form of Transferee Certificate for Transfer of the Excess Servicing Fee Rights
EXHIBIT T
Form of Note Holder Certification
EXHIBIT U Form of Trust Advisor Confidentiality Agreement
SCHEDULE I
BANA Loan Schedule
SCHEDULE II
MSMCH Loan Schedule
SCHEDULE III
CIBC Loan Schedule
SCHEDULE IV
Reserved
SCHEDULE V
List of Mortgage Loans Secured by the Interest of the Related Mortgagor under a Ground Lease, Space Lease or Air Rights Lease (Section 8.3(i))
SCHEDULE VI
List of Mortgagors that are Third-Party Beneficiaries Under Section 2.3(a)
SCHEDULE VII
Certain Escrow Accounts for Which a Required Repair is Outstanding Under Section 5.1(g)
SCHEDULE VIII
Mortgage Loans as to Which a Lender Register is to be Maintained
SCHEDULE IX
Mortgage Loans Secured by Mortgaged Properties Covered by an Environmental Insurance Policy
SCHEDULE X
Servicing Criteria to be Addressed in Assessment of Compliance
SCHEDULE XI
Additional Form 10-D Disclosure
SCHEDULE XII
Additional Form 10-K Disclosure
SCHEDULE XIII
Form 8-K Disclosure Information
SCHEDULE XIV
Additional Disclosure Notification
SCHEDULE XV
Seller Sub-Servicers
SCHEDULE XVI
Letters of Credit
SCHEDULE XVII
Class A-SB Planned Principal Balance
SCHEDULE XVIII
Hospitality Properties Subject to Franchise, Management or Similar Agreement
SCHEDULE XIX
List of Designated Escrow/Reserve Mortgage Loans

 
-ix-

 
 
THIS POOLING AND SERVICING AGREEMENT is dated as of June 1, 2014 (this “Agreement”) between MORGAN STANLEY CAPITAL I INC., a Delaware corporation, as depositor (the “Depositor”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as master servicer (the “Master Servicer”), LNR PARTNERS, LLC, as special servicer (the “Special Servicer”), SITUS HOLDINGS, LLC, as trust advisor (the “Trust Advisor”), and U.S. BANK NATIONAL ASSOCIATION, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, and custodian (in such capacity, the “Custodian”).
 
PRELIMINARY STATEMENT
 
On the Closing Date, the Depositor will acquire the Mortgage Loans from Morgan Stanley Mortgage Capital Holdings LLC, as seller (“MSMCH”), Bank of America, National Association, as seller (“BANA”), and CIBC Inc., as seller (“CIBC”), and will be the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust which is hereby created.  On the Closing Date, the Depositor will acquire:  (i) the REMIC I Regular Interests and, to the extent they represent the REMIC I Residual Interest, the Class R Certificates as consideration for its transfer to the Trust of the Mortgage Loans (other than any Excess Interest payable thereon) and the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC I Regular Interests to the Trust; (iii) the REMIC III Regular Certificates, the EC REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Exchangeable Certificates as consideration for its transfer of the EC REMIC III Regular Interests to the Trust; and (v) the Class V Certificates as consideration for its transfer to the Trust of the right to receive Excess Interest.  The Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing and the issuance of (A) the REMIC I Regular Interests and, to the extent they represent the REMIC I Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC I, (B) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates, the EC REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class A-S Certificates, representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Specific Grantor Trust Assets and (H) the Class V Certificates, representing in the aggregate the entire beneficial ownership of the Class V Specific Grantor Trust Assets.  Excess Interest received on the Mortgage Loans shall be held in the Grantor Trust for the benefit of the Holders of the Class V Certificates.  All covenants and agreements made by the Depositor herein with respect to the Mortgage Loans and the other property constituting the Trust are for the benefit of the holders of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the EC REMIC III Regular Interests, the Holders
 
 
 

 
 
of the Exchangeable Certificates and the Holders of the Class V and Class R Certificates.  The parties hereto are entering into this Agreement, and the Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged.
 
The Class A Senior Certificates, the Exchangeable Certificates and the Class X-A Certificates (collectively, the “Registered Certificates”) were offered for sale pursuant to the Depositor’s prospectus dated October 1, 2013 (the “Prospectus”), as supplemented by a free writing prospectus dated May 29, 2014, as further supplemented by the free writing prospectus dated June 4, 2014 (collectively, the “Free Writing Prospectus”, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”).  The Class X-B, Class X-C, Class D, Class E, Class F, Class G, Class H, Class V and Class R Certificates will be offered for sale pursuant to a Preliminary Private Placement Memorandum dated May 29, 2014 (as supplemented by the preliminary private placement memorandum supplement, dated June 4, 2014, the “Preliminary Private Placement Memorandum”) and a final Private Placement Memorandum dated the Pricing Date (the “Private Placement Memorandum”).
 
REMIC I
 
As provided herein, with respect to the Trust, the Certificate Administrator on behalf of the Trustee will make an election for the segregated pool of assets described in the first (1st) paragraph of Section 12.1(a) hereof (including the Mortgage Loans (other than any Excess Interest payable with respect to such Mortgage Loans)) to be treated for federal income tax purposes as a REMIC (“REMIC I”).  The REMIC I Regular Interests will be designated as the “regular interests” in REMIC I and the Class R Certificates will evidence the sole class of “residual interests” in REMIC I for purposes of the REMIC Provisions.
 
Each REMIC I Regular Interest will relate to, and constitute the “Corresponding REMIC I Regular Interest” with respect to, a separate specific Mortgage Loan (including an REO Mortgage Loan) and any Qualifying Substitute Mortgage Loan that may replace such Mortgage Loan.  Each REMIC I Regular Interest will have a Pass-Through Rate equal to the applicable REMIC I Net Mortgage Rate from time to time, an initial REMIC I Principal Amount equal to the Cut-Off Date Principal Balance of the Mortgage Loan to which such REMIC I Regular Interest relates, and a “latest possible maturity date” set to the Rated Final Distribution Date.  The Class R Certificates will have no principal amount and no Pass-Through Rate, but (insofar as such Certificates represent the REMIC I Residual Interest) will entitle Holders thereof to receive the proceeds of any assets remaining in REMIC I after all the REMIC I Regular Interests have been paid in full.
 
REMIC II
 
As provided herein, with respect to the Trust, the Certificate Administrator on behalf of the Trustee will make an election for the segregated pool of assets described in the second (2nd) paragraph of Section 12.1(a) hereof consisting of the REMIC I Regular Interests to be treated for federal income tax purposes as a REMIC (“REMIC II”).  The REMIC II Regular
 
 
2

 
 
Interests will be designated as the “regular interests” in REMIC II and the Class R Certificates will evidence the sole class of “residual interests” in REMIC II for purposes of the REMIC Provisions.
 
The following table sets forth the designation, the initial REMIC II Principal Amount, the corresponding Class of Principal Balance Certificates (the “Corresponding Certificates”) and corresponding Class X REMIC III Regular Interest (the “Corresponding Class X REMIC III Regular Interest”) with respect to each REMIC II Regular Interest.  Each REMIC II Regular Interest will have a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage Rate from time to time.  The Class R Certificates will have no principal amount and no Pass-Through Rate, but (insofar as such Certificates represent the REMIC II Residual Interest) will entitle Holders thereof to receive the proceeds of any assets remaining in REMIC II after all the REMIC II Regular Interests have been paid in full.
 
Designations of
REMIC II
Regular Interests
  Initial
REMIC II
Principal Amount
Corresponding
Certificates
Corresponding
Class X REMIC III
Regular Interest
             
A-1
   $
52,700,000
 
Class A-1
X-A-1
A-2
   $
132,100,000
 
Class A-2
X-A-2
A-SB
   $
72,300,000
 
Class A-SB
X-A-SB
A-3
   $
43,900,000
 
Class A-3
X-A-3
A-4
   $
250,000,000
 
Class A-4
X-A-4
A-5
   $
335,852,000
 
Class A-5
X-A-5
A-S
   $
69,681,000
 
Class A-S
X-A-S
B
   $
91,853,000
 
Class B
X-B
C
   $
47,510,000
 
Class C
N/A
D
   $
72,848,000
 
Class D
N/A
E
   $
28,506,000
 
Class E
X-E
F
   $
12,669,000
 
Class F
X-F
G
   $
14,253,000
 
Class G
X-G
H
   $
42,759,846
 
Class H
X-H
 
REMIC III
 
As provided herein, with respect to the Trust, the Certificate Administrator on behalf of the Trustee will make an election for the segregated pool of assets described in the third (3rd) paragraph of Section 12.1(a) hereof consisting of the REMIC II Regular Interests to be treated for federal income tax purposes as a REMIC (“REMIC III”).  The Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-5, Class D, Class E, Class F, Class G and Class H Certificates, the EC REMIC III Regular Interests and the Class X REMIC III Regular Interests will be designated as the “regular interests” in REMIC III, and the Class R Certificates will evidence the sole class of “residual interests” in REMIC III for purposes of the REMIC Provisions.
 
The following table sets forth the Class designation, initial Aggregate Certificate Balance (or initial Notional Amount) and corresponding REMIC II Regular Interest(s) (each, a
 
 
3

 
 
Corresponding REMIC II Regular Interest”) with respect to each Class of REMIC III Regular Certificates or Exchangeable Certificates.  On each Distribution Date, the Pass-Through Rate for each Class of Certificates (other than the Class PST, Class V and Class R Certificates) will be determined as set forth herein under the definition of “Pass-Through Rate.”  The Class R Certificates will have no Aggregate Certificate Balance or Pass-Through Rate, but (insofar as such Certificates represent the REMIC III Residual Interest) will entitle the Holders thereof to receive the proceeds of any remaining assets in REMIC III after the Aggregate Certificate Balance of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-5, Class A-S, Class B, Class PST, Class C, Class D, Class E, Class F, Class G and Class H Certificates have been reduced to zero and any Collateral Support Deficits previously allocated thereto (and any interest thereon) have been reimbursed.
 
Class Designation
  Initial Aggregate
Certificate Balance
or Notional Amount
Corresponding REMIC II
Regular Interest(s)
           
Class A-1
   $
$52,700,000   
 
A-1
Class A-2
   $
$132,100,000   
 
A-2
Class A-SB
   $
$72,300,000   
 
A-SB
Class A-3
   $
$43,900,000   
 
A-3
Class A-4
   $
$250,000,000   
 
A-4
Class A-5
   $
$335,852,000   
 
A-5
Class A-S(a)
   $
69,681,000(b)
 
A-S(c)
Class B(a)
   $
91,853,000(b)
 
B(c)
Class PST(a)
   $
0(b)
 
A-S, B and C(c)
Class C(a)
   $
47,510,000(b)
 
C(c)
Class D
   $
$72,848,000   
 
D
Class E
   $
$28,506,000   
 
E
Class F
   $
$12,669,000   
 
F
Class G
   $
$14,253,000   
 
G
Class H
   $
$42,759,846   
 
H
Class X-A(d)
   $
956,533,000(e)
 
A-1, A-2, A-SB, A-3, A-4, A-5, A-S(f)
Class X-B(h)
   $
$91,853,000(e)
 
B(h)
Class X-C(i)
   $
$98,187,846(e)
 
E, F, G, H(j)
 
(a)
The Class A-S, Class B and Class C Certificates are not regular interests in a REMIC but represent ownership of the Class A-S Percentage Interest, the Class B Percentage Interest and the Class C Percentage Interest, respectively, in the Class A-S REMIC III Regular Interest, Class B REMIC III Regular Interest and Class C REMIC III Regular Interest, respectively, each of which EC REMIC III Regular Interests is contained in the Grantor Trust.  The Class PST Certificates are not regular interests in a REMIC but represent ownership of the Class PST Components.  The initial Certificate Balances of the Class A-S REMIC III Regular Interest, Class B REMIC III Regular Interest and Class C REMIC III Regular Interest are $69,681,000, $91,853,000 and $47,510,000, respectively.
 
(b)
The Aggregate Certificate Balance of each of the Class A-S, Class B and Class C Certificates equals the Class A-S Percentage Interest, Class B Percentage Interest and Class C Percentage Interest, respectively, of the Certificate Balance of the Class A-S REMIC III Regular Interest, Class B REMIC III Regular Interest and Class C REMIC III Regular Interest, respectively.  The Aggregate Certificate Balance of the Class PST
 
 
4

 
 
 
Certificates equals the sum of the Class PST Component A-S Principal Amount, Class PST Component B Principal Amount and Class PST Component C Principal Amount.
 
(c)
REMIC II Regular Interest A-S is the Corresponding REMIC II Regular Interest with respect to the Class A-S REMIC III Regular Interest; REMIC II Regular Interest B is the Corresponding REMIC II Regular Interest with respect to the Class B REMIC III Regular Interest; REMIC II Regular Interest C is the Corresponding REMIC II Regular Interest with respect to the Class C REMIC III Regular Interest.
 
(d)
The Class X-A Certificates represent ownership of the Class X-A REMIC III Regular Interests.
 
(e)
Notional Amount equals the aggregate REMIC II Principal Amount of the Corresponding REMIC II Regular Interests.
 
(f)
REMIC II Regular Interest A-1 is the Corresponding REMIC II Regular Interest with respect to REMIC III Regular Interest X-A-1; REMIC II Regular Interest A-2 is the Corresponding REMIC II Regular Interest with respect to REMIC III Regular Interest X-A-2; REMIC II Regular Interest A-SB is the Corresponding REMIC II Regular Interest with respect to REMIC III Regular Interest X-A-SB; REMIC II Regular Interest A-3 is the Corresponding REMIC II Regular Interest with respect to REMIC III Regular Interest X-A-3; REMIC II Regular Interest A-4 is the Corresponding REMIC II Regular Interest with respect to REMIC III Regular Interest X-A-4; REMIC II Regular Interest A-5 is the Corresponding REMIC II Regular Interest with respect to REMIC III Regular Interest X-A-5; and REMIC II Regular Interest A-S is the Corresponding REMIC II Regular Interest with respect to REMIC III Regular Interest X-A-S.
 
(g)
The Class X-B Certificates represent ownership of the Class X-B REMIC III Regular Interest.
 
(h)
REMIC II Regular Interest B is the Corresponding REMIC II Regular Interest with respect to REMIC III Regular Interest X-B.
 
(i)
The Class X-C Certificates represent ownership of the Class X-C REMIC III Regular Interests.
 
(j)
REMIC II Regular Interest E is the Corresponding REMIC II Regular Interest with respect to REMIC III Regular Interest X-E; REMIC II Regular Interest F is the Corresponding REMIC II Regular Interest with respect to REMIC III Regular Interest X-F; REMIC II Regular Interest G is the Corresponding REMIC II Regular Interest with respect to REMIC III Regular Interest X-G; and REMIC II Regular Interest H is the Corresponding REMIC II Regular Interest with respect to REMIC III Regular Interest X-H.
 
GRANTOR TRUST
 
The parties intend that the portion of the Trust consisting of the segregated pool of assets consisting of the Class V Specific Grantor Trust Assets (if any), the Class A-S Specific Grantor Trust Assets, the Class B Specific Grantor Trust Assets, the Class C Specific Grantor Trust Assets and the Class PST Specific Grantor Trust Assets (such portion of the Trust, the “Grantor Trust”) be treated as a grantor trust under Subpart E of Part 1 of subchapter J of the Code, as an “investment trust” under Treasury Regulations Section 301.7701-4(c) and as a “domestic trust” under Treasury Regulations Section 301.7701-7.  If any Class V Specific Grantor Trust Assets exist, then the Class V Certificates shall represent undivided beneficial interests in a portion of the Grantor Trust consisting of the related Class V Specific Grantor Trust Assets.  The Class A-S Certificates shall represent undivided beneficial interests in a portion of the Grantor Trust consisting of the related Class A-S Specific Grantor Trust Assets.  The Class B Certificates shall represent undivided beneficial interests in a portion of the Grantor Trust consisting of the related Class B Specific Grantor Trust Assets.  The Class C Certificates shall represent undivided beneficial interests in a portion of the Grantor Trust consisting of the related
 
 
5

 
 
Class C Specific Grantor Trust Assets.  For federal income tax purposes the Certificate Administrator shall treat the Grantor Trust as a grantor trust and shall treat each Holder of a Class V Certificate or Exchangeable Certificate as the owner of the individual, underlying assets represented by any such Certificate.  In addition, to the fullest extent possible, ownership of a Class V Certificate or Exchangeable Certificate shall be treated as direct ownership of the individual, underlying assets represented by such Certificate for federal income tax reporting purposes.
 
ARTICLE I
DEFINITIONS;
CALCULATIONS AND CERTAIN OTHER MATTERS
 
Section 1.1     Definitions.  Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires, shall have the following meanings:
 
10-K Filing Deadline” has the meaning set forth in Section 13.5.
 
17g-5 Indemnified Party” has the meaning set forth in Section 5.7(c).
 
17g-5 Indemnifying Party” means each of the 17g-5 Information Provider, the Special Servicer, the Certificate Administrator, the Trust Advisor, the Certificate Registrar, the Trustee, the Custodian and (other than with respect to the Sellers, the Underwriters and the Initial Purchasers) the Master Servicer.
 
17g-5 Information Provider” means the Certificate Administrator.
 
17g-5 Information Provider’s Website” means the internet website of the 17g-5 Information Provider, initially located at www.usbank.com/abs, under the “NRSRO” tab of the respective transaction, access to which is limited to Rating Agencies and other NRSROs who have provided an NRSRO Certification.
 
30/360 has the meaning set forth in the definition of REMIC I Net Mortgage Rate.
 
A Note” means, with respect to any A/B Whole Loan, the mortgage note (or notes) included in the Trust that is senior in right of payment to the related B Note or any other subordinated note(s) to the extent set forth in the related Intercreditor Agreement.  There are no A Notes related to the Trust as of the Closing Date.
 
A/B Whole Loan” means any mortgage loan serviced under this Agreement that is divided into a senior mortgage note that is included in the Trust and one or more subordinated mortgage note(s) not included in the Trust.  References herein to an A/B Whole Loan shall be construed to refer to the aggregate indebtedness under the related A Note and the related subordinated note(s).  There are no A/B Whole Loans related to the Trust as of the Closing Date.
 
A/B Whole Loan Custodial Account” means each of the custodial sub-account(s) of the Collection Account (but which are not included in the Trust) created and
 
 
6

 
 
maintained by the Master Servicer pursuant to Section 5.1(c) on behalf of the holder of a related B Note.  Any such sub-account(s) shall be maintained as a sub-account of an Eligible Account.
 
Acceptable Insurance Default” means, with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan), A/B Whole Loan or Loan Pair, any default arising when the related loan documents require that the related Mortgagor must maintain all risk casualty insurance or other insurance that covers damages or losses arising from acts of terrorism and the Special Servicer has determined, in its reasonable judgment in accordance with the Servicing Standard, but subject to Section 10.3 and the terms and conditions of any related Intercreditor Agreement, that (i) such insurance is not available at commercially reasonable rates and the subject hazards are not commonly insured against by prudent owners of similar real properties located in or near the geographic region in which the related Mortgaged Property is located (but only by reference to such insurance that has been obtained by such owners at current market rates), or (ii) such insurance is not available at any rate.
 
Accountant” means a person engaged in the practice of accounting who is Independent.
 
Accrued Certificate Interest” means:  (a) with respect to any Class of Principal Balance Certificates (other than the Exchangeable Certificates) or EC REMIC III Regular Interest for any Distribution Date, interest accrued during the Interest Accrual Period relating to such Distribution Date on the Aggregate Certificate Balance of such Class or EC REMIC III Regular Interest, as applicable, immediately prior to such Distribution Date at the applicable Pass-Through Rate for such Class or EC REMIC III Regular Interest and Distribution Date; and (b) with respect to any Class of Class X Certificates for any Distribution Date, all Accrued Interest with respect to the related Class X REMIC III Regular Interests for such Distribution Date.  Accrued Certificate Interest will be calculated on the basis of a 360-day year consisting of twelve 30-day months.
 
Accrued Interest” means:  (a) with respect to any REMIC I Regular Interest for any Distribution Date, interest accrued during the Interest Accrual Period relating to such Distribution Date on the REMIC I Principal Amount of such REMIC I Regular Interest immediately prior to such Distribution Date at the applicable Pass-Through Rate for such REMIC I Regular Interest and Distribution Date; (b) with respect to any REMIC II Regular Interest for any Distribution Date, interest accrued during the Interest Accrual Period relating to such Distribution Date on the REMIC II Principal Amount of such REMIC II Regular Interest immediately prior to such Distribution Date at the applicable Pass-Through Rate for such REMIC II Regular Interest and Distribution Date; and (c) with respect to any Class X REMIC III Regular Interest for any Distribution Date, interest accrued during the Interest Accrual Period relating to such Distribution Date on the Notional Amount of such Class X REMIC III Regular Interest immediately prior to such Distribution Date at the applicable Pass-Through Rate for such Class X REMIC III Regular Interest and Distribution Date.  Accrued Interest will be calculated on the basis of a 360-day year consisting of twelve 30-day months.
 
Acquisition Date” means the date upon which, under the Code (and in particular the REMIC Provisions and Section 856(e) of the Code), the Trust or a REMIC Pool is deemed to have acquired a Mortgaged Property (or an interest therein, in the case of the Mortgaged
 
 
7

 
 
Properties securing any A/B Whole Loan, Non-Serviced Mortgage Loan, Non-Serviced Companion Loan or Loan Pair).
 
Actual Recoveries” means any actual recoveries of Trust Advisor Expenses from third parties (i.e., other than the related Mortgagor) or from the related Mortgagor to the extent such amounts paid by the related Mortgagor were specifically identified as a reimbursement of the Trust Advisor Expenses and paid in respect of a Collection Period when no other amounts were currently due and owing (or when the related Mortgagor contemporaneously paid all amounts due and owing) in respect of the related Mortgage Loan to which such Trust Advisor Expenses related.
 
Additional Disclosure Notification” means the form of notification attached hereto as Schedule XIV to be included with any Additional Form 10-D Disclosure, Additional Form 10-K Disclosure or Form 8-K Disclosure Information.
 
Additional Form 10-D Disclosure” has the meaning set forth in Section 13.4.
 
Additional Form 10-K Disclosure” has the meaning set forth in Section 13.5.
 
Additional Servicer” means each Affiliate of the Master Servicer, the Special Servicer, the Sellers, the Certificate Administrator, the Custodian, the Trustee, the Depositor or any of the Underwriters that Services any of the Mortgage Loans and each Person, other than the Special Servicer, who is not an Affiliate of the Master Servicer, the Sellers, the Certificate Administrator, the Custodian, the Trustee, the Depositor or any of the Underwriters, that Services 10% or more of the Mortgage Loans (based on their Unpaid Principal Balances).
 
Additional Trust Expense” means any of the following items:  (i) Special Servicing Fees, Workout Fees and Liquidation Fees (in each case to the extent not collected from the related Mortgagor); (ii) Advance Interest that cannot be paid in accordance with Section 4.6(c); (iii) amounts paid to indemnify the Master Servicer, the Special Servicer, any applicable Non-Serviced Mortgage Loan Master Servicer, the Trust Advisor (subject to the last sentence of this definition), any applicable Non-Serviced Mortgage Loan Special Servicer, the Trustee, the Custodian, the Certificate Administrator (or any other Person) pursuant to the terms of this Agreement; (iv) to the extent not otherwise paid, any federal, state, or local taxes imposed on the Trust or its assets and paid from amounts on deposit in the Collection Account or Distribution Account; and (v) subject to the last sentence of this definition, to the extent not otherwise covered by indemnification by one of the parties hereto or otherwise and not payable by the related Mortgagor under any Mortgage Loan, any other unanticipated cost, liability, or expense (or portion thereof) of the Trust (including costs of collecting such amounts or other Additional Trust Expenses) that the Trust has not recovered, and in the judgment of the Master Servicer (or Special Servicer) will not, recover from any other source; provided that, in the case of an A/B Whole Loan or Loan Pair, “Additional Trust Expense” shall not include any of the foregoing amounts to the extent that the payment of those expenses are allocated to the related B Note as a result of the subordination of the related B Note or are allocated to the related or Serviced Companion Loan, in each case in accordance with the terms of the related Intercreditor Agreement.  Notwithstanding anything to the contrary, “Additional Trust Expenses” shall not include (A) allocable overhead of the Master Servicer, the Special Servicer, any Non-Serviced
 
 
8

 
 
Mortgage Loan Master Servicer, any Non-Serviced Mortgage Loan Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator or the Certificate Registrar, such as costs for office space, office equipment, supplies and related expenses, employee salaries and related expenses, and similar costs and expenses related to allocable overhead (and each of such parties shall be solely responsible for any such costs incurred by it), or (B) with respect to the Control Eligible Certificates, Trust Advisor Expenses (including Excess Trust Advisor Expenses).
 
Administrative Cost Rate” means, with respect to each Mortgage Loan, the sum of the Master Servicing Fee Rate, the Trust Advisor Fee Rate, the Certificate Administrator Fee Rate, the CREFC® License Fee Rate and, in the case of any Non-Serviced Mortgage Loan, the related Pari Passu Loan Primary Servicing Fee Rate.
 
Advance” means either a P&I Advance or a Servicing Advance.
 
Advance Interest” means interest at the Advance Rate payable to the Master Servicer, the Special Servicer or the Trustee on outstanding Advances (other than Unliquidated Advances) pursuant to Section 4.5 of this Agreement and any interest payable to any Non-Serviced Mortgage Loan Master Servicer, any Non-Serviced Mortgage Loan Trustee or any Non-Serviced Mortgage Loan Fiscal Agent with respect to Pari Passu Loan Nonrecoverable Advances pursuant to Section 4.4(c) hereof.
 
Advance Rate” means a per annum rate equal to the Prime Rate as published in the “Money Rates” section of The Wall Street Journal from time to time.  If The Wall Street Journal ceases to publish the “prime rate,” then the Trustee shall select an equivalent publication that publishes such “prime rate”; and if such “prime rate” is no longer generally published or is limited, regulated or administered by a governmental or quasi-governmental body then the Trustee shall select a comparable interest rate index.  In either case, such selection shall be made by the Trustee in its reasonable discretion and the Trustee shall notify the Master Servicer and the Special Servicer in writing of its selection.
 
Advance Report Date” means the second (2nd) Business Day prior to each Distribution Date.
 
Adverse Grantor Trust Event” means any action that, under the Code, if taken or not taken, as the case may be, would result in the imposition of an entity level tax on the income of the Grantor Trust or any of its assets or transactions.
 
Adverse REMIC Event” means any action that, under the REMIC Provisions, if taken or not taken, as the case may be, would either (i) endanger the status of any REMIC Pool as a REMIC or (ii) except as permitted by Section 9.14(e), result in the imposition of a tax upon the income of any REMIC Pool or any of its assets or transactions, including without limitation the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions set forth in Section 860G(d) of the Code.
 
Affiliate” means, 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
 
 
9

 
 
power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.
 
Aggregate Certificate Balance”, when used with respect to Certificates, means, at any time of determination, the aggregate of the Certificate Balances of any two or more Principal Balance Certificates or of all the Certificates of any particular Class or Classes of Principal Balance Certificates, or, when used with respect to an EC REMIC III Regular Interest, shall have the same meaning as “Certificate Balance”, or, when used with respect to a Class PST Component, shall mean the Class A-S-PST Percentage Interest of the Certificate Balance of the Class A-S REMIC III Regular Interest, the Class B-PST Percentage Interest of the Certificate Balance of the Class B REMIC III Regular Interest or the Class C-PST Percentage Interest of the Certificate Balance of the Class C REMIC III Regular Interest, as applicable.
 
Aggregate Stated Principal Balance” means, at the time of any determination and as the context may require, the aggregate of the Stated Principal Balances for all Mortgage Loans (including REO Mortgage Loans).
 
Agreement” means this Pooling and Servicing Agreement and all amendments and supplements hereto.
 
Allocable Modification Fee means, with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan), A/B Whole Loan or Loan Pair, as to which a Modification Fee is collected, the excess, if any, of (i) such Modification Fee, over (ii) 0.75% of the Unpaid Principal Balance of such Mortgage Loan, A/B Whole Loan or Loan Pair immediately following the related restructuring, modification, extension, waiver or amendment in connection with which such Modification Fee was collected.
 
Anticipated Repayment Date” means, with respect to each ARD Mortgage Loan, the anticipated maturity date set forth in the related Mortgage Note.
 
Applicable Control Party” means the Controlling Class Representative (during any Subordinate Control Period and except with respect to an A/B Whole Loan or a Loan Pair or a related REO Property as to which the holder of the related B Note or Serviced Companion Loan, as applicable, or its designee is the related Loan-Specific Directing Holder) or any related Loan-Specific Directing Holder (solely with respect to an A/B Whole Loan or a Loan Pair or a related REO Property as to which the holder of the related B Note or Serviced Companion Loan, as applicable, or its designee is the related Loan-Specific Directing Holder), as applicable.  During any Collective Consultation Period and any Senior Consultation Period, there shall be no Applicable Control Party except: (i) to the extent provided for under the related Intercreditor Agreement, with respect to an A/B Whole Loan or a Loan Pair or a related REO Property as to which the holder of the related B Note or Serviced Companion Loan, as applicable, or its designee is the related Loan-Specific Directing Holder; and (ii) with respect to the Controlling Class Representative if it is otherwise specifically granted consent rights during any Collective Consultation Period with respect to any particular matter as set forth herein.  Provisions in this Agreement that contemplate any other Person having to obtain the consent or approval of, consult with or otherwise interact with an Applicable Control Party in circumstances involving a
 
 
10

 
 
Mortgage Loan, A/B Whole Loan, Loan Pair or related REO Property as to which there is no Applicable Control Party shall be of no force and effect.
 
Applicable Laws” has the meaning set forth in Section 14.19.
 
Appraisal” means an appraisal by an Independent licensed MAI appraiser having at least five (5) years experience in appraising property of the same type as, and in the same geographic area as, the Mortgaged Property being appraised, which appraisal complies with the Uniform Standards of Professional Appraisal Practices and states the “market value” of the subject property as defined in 12 C.F.R. § 225.62.
 
Appraisal Event” means, with respect to any Mortgage Loan, A/B Whole Loan or Loan Pair, the occurrence of the earliest of:
 
(a)           the date on which a modification of such Mortgage Loan, A/B Whole Loan or Loan Pair, as the case may be, becomes effective following the occurrence of a Servicing Transfer Event that, among other things, materially affects the amount or timing of any payment of principal or interest on such Mortgage Loan, A/B Whole Loan or Loan Pair or materially affects any other Money Term (other than an extension of the date that a Balloon Payment is due for a period of less than six (6) months from the original due date of such Balloon Payment), or changes any other material economic term of such Mortgage Loan, A/B Whole Loan or Loan Pair, as the case may be, or impairs the security of such Mortgage Loan, A/B Whole Loan or Loan Pair, as the case may be;
 
(b)           that date on which such Mortgage Loan, A/B Whole Loan or Loan Pair, as the case may be, is sixty (60) days or more delinquent in respect of any Scheduled Payment (other than a Balloon Payment);
 
(c)           solely in the case of a delinquent Balloon Payment, (i) the date occurring sixty (60) days beyond the date on which that Balloon Payment was due (except as described in clause (ii)) or (ii) if the related Mortgagor has delivered a refinancing commitment acceptable to the Special Servicer prior to the date sixty (60) days after maturity, the date occurring 120 days after the date on which that Balloon Payment was due (or for such shorter period beyond the date on which that Balloon Payment was due during which the refinancing is scheduled to occur);
 
(d)           that date on which the related Mortgaged Property became an REO Property;
 
(e)           the day on which Special Servicer receives notice that a receiver or similar official has been appointed (and continues in that capacity) in respect of the related Mortgaged Property;
 
(f)           the date the related Mortgagor becomes subject to (i) a voluntary bankruptcy, insolvency or similar proceeding, or (ii) an involuntary bankruptcy, insolvency or similar proceeding that remains undismissed for sixty (60) days; or
 
 
11

 
 
(g)           the date on which such Mortgage Loan, A/B Whole Loan or Loan Pair, as the case may be, remains outstanding five (5) years following any extension of its maturity date pursuant to this Agreement.
 
Notwithstanding any of the foregoing to the contrary, with respect to any Non-Serviced Mortgage Loan, an “Appraisal Event” shall occur upon receipt of notice from the related Non-Serviced Mortgage Loan Master Servicer of an “Appraisal Event” pursuant to the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement, upon which notice the parties hereto may conclusively rely.
 
Appraisal Reduction” means, with respect to any Required Appraisal Loan (including any Required Appraisal Loan that is or is comprised of an REO Mortgage Loan, REO B Note or REO Serviced Companion Loan, as the case may be) with respect to which an Appraisal or internal valuation is performed pursuant to Section 6.9, an amount equal to the excess of (A) the sum of (i) the Stated Principal Balance of such Required Appraisal Loan, less the principal amount of any guaranty or surety bond with a rating of at least “BBB-” (or its equivalent) by a NRSRO and the undrawn principal amount of any letter of credit or debt service reserve, if applicable, that is then securing such Required Appraisal Loan, (ii) to the extent not previously advanced by the Master Servicer, the Trustee or, in respect of any Serviced Companion Loan, any related Other Master Servicer or Other Trustee, all accrued and unpaid interest on such Required Appraisal Loan at a per annum rate equal to the applicable Mortgage Rate, (iii) all unreimbursed Advances and interest on such Advances at the Advance Rate, and all Unliquidated Advances, with respect to such Required Appraisal Loan (together with any similar amounts, including unreimbursed advances, due and owing under any related Other Companion Loan Pooling and Servicing Agreement), and (iv) to the extent funds on deposit in any applicable Escrow Accounts are not sufficient therefor, and to the extent not previously advanced by the Master Servicer, the Special Servicer or the Trustee all currently due and unpaid real estate taxes and assessments, insurance premiums and, if applicable, ground rents and other amounts which were required to be deposited in any Escrow Account (but were not deposited) in respect of the related Mortgaged Property or REO Property, as the case may be, over (B) 90% of the Appraised Value (net of any prior mortgage liens) of the related Mortgaged Property or REO Property, as the case may be, as determined by such Appraisal or internal valuation, as the case may be, plus the full amount of any escrows held by or on behalf of the Trustee as security for such Required Appraisal Loan (less the estimated amount of the obligations anticipated to be payable in the next twelve months to which such escrows relate); provided that, if any Required Appraisal Loan is secured by more than one (1) Mortgaged Property (other than by cross-collateralization with another Mortgage Loan), and one or more of the related Mortgaged Properties has been defeased, the Stated Principal Balance of such Required Appraisal Loan shall not include the portion of the principal balance of such Required Appraisal Loan that has been defeased, and any defeasance collateral will not be included for purposes of determining the value of the Mortgaged Property or REO Property that secures the related Required Appraisal Loan; and provided, further, that each Appraisal Reduction will be reduced to zero as of the date the related Required Appraisal Loan becomes a Rehabilitated Mortgage Loan and no Appraisal Reduction will exist as to any Required Appraisal Loan after it has been paid in full, liquidated, repurchased or otherwise disposed of; and provided, further, that any Appraisal Reduction in respect of any Non-Serviced Mortgage Loan shall be (x) calculated in accordance with the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement based upon the applicable allocation of the items set
 
 
12

 
 
forth in clauses (A) and (B) above between the Non-Serviced Mortgage Loans and the related Non-Serviced Companion Loans and all other related pari passu loans and (y) applied to any Non-Serviced Mortgage Loan to the extent notice of such Appraisal Reduction has been delivered to the Master Servicer by the related Non-Serviced Mortgage Loan Master Servicer.  Receipt by the Master Servicer of a distribution date statement from the related Non-Serviced Mortgage Loan Master Servicer shall constitute notice of such Appraisal Reduction if such Appraisal Reduction information is contained therein, upon which the Master Servicer may conclusively rely without any independent calculation.  Notwithstanding the foregoing, (1) if an Appraisal is required to be obtained in accordance with Section 6.9 of this Agreement but is not obtained within 120 days following the events described in the applicable clause of the definition “Appraisal Event” (without regard to the time periods stated therein), then, until such Appraisal is obtained and solely for purposes of determining the amounts of P&I Advances, the Appraisal Reduction shall equal 25% of the Stated Principal Balance of the related Mortgage Loan; provided that, upon receipt of an Appraisal, the Appraisal Reduction for such Required Appraisal Loan shall be recalculated in accordance with this definition without regard to this sentence and (2) with respect to any Non-Serviced Mortgage Loan, if the related Non-Serviced Mortgage Loan Master Servicer has not delivered notice of an Appraisal Reduction within 120 days following its notification of an Appraisal Event, then, until such notice is received and solely for purposes of determining the amounts of P&I Advances, the Appraisal Reduction shall equal 25% of the Stated Principal Balance of such Non-Serviced Mortgage Loan; provided that, upon receipt of such notice, the Appraisal Reduction shall be the amount determined by such Non-Serviced Mortgage Loan Master Servicer.
 
Appraised Value” means, (i) with respect to any Mortgaged Property (other than the Mortgaged Property relating to a Non-Serviced Mortgage Loan), the appraised value thereof determined by an Appraisal of the Mortgaged Property securing such Mortgage Loan made by an Independent appraiser selected by the Master Servicer, the Special Servicer or, as and when provided in Section 6.9, the Requesting Holders, as applicable, or, in the case of an internal valuation performed by the Special Servicer pursuant to Section 6.9, the value of the Mortgaged Property determined by such internal valuation and (ii) with respect to the Mortgaged Property relating to a Non-Serviced Mortgage Loan, the portion of the appraised value allocable thereto.
 
Appraised-Out Class” has the meaning set forth in Section 6.9.
 
ARD Loan” means any Mortgage Loan, B Note or Serviced Companion Loan that provides that if the unamortized principal balance thereof is not repaid by a date certain set forth in the related loan documents, such Mortgage Loan, B Note or Serviced Companion Loan, as the case may be, will accrue additional interest (payable under the related loan documents only after the outstanding principal balance of the subject Mortgage Loan, B Note or Serviced Companion Loan, as the case may be, has been paid in full) at the rate specified in the related Mortgage Note and the related Mortgagor is required to apply certain excess monthly cash flow generated by the related Mortgaged Property to the repayment of the outstanding principal balance on such Mortgage Loan.
 
ARD Mortgage Loan” means a Mortgage Loan that is an ARD Loan.
 
 
13

 
 
Arundel Mills & Marketplace Directing Holder” means the “Controlling Note Holder” or any analogous concept under the Arundel Mills & Marketplace Intercreditor Agreement.
 
Arundel Mills & Marketplace Intercreditor Agreement” means the intercreditor, co-lender or comparable agreement between the initial holders of the Arundel Mills & Marketplace Mortgage Loan and the Arundel Mills & Marketplace Non-Serviced Companion Loan.
 
Arundel Mills & Marketplace Mortgage” means the Mortgage securing the Arundel Mills & Marketplace Mortgage Loan and the Arundel Mills & Marketplace Non-Serviced Companion Loan.
 
Arundel Mills & Marketplace Mortgage Loan” means the Mortgage Loan identified as “Arundel Mills & Marketplace” on the Mortgage Loan Schedule and that is pari passu in right of payment with the Arundel Mills & Marketplace Non-Serviced Companion Loan to the extent set forth in the Arundel Mills & Marketplace Intercreditor Agreement.  The Arundel Mills & Marketplace Mortgage Loan is a “Mortgage Loan.”
 
Arundel Mills & Marketplace Non-Serviced Companion Loan” means, collectively, the promissory notes designated “Note A-1-1,” “Note A-1-2,” “Note A-3-1” and “Note A-3-2” that are not included in the Trust and are secured on a pari passu basis with the Arundel Mills & Marketplace Mortgage Loan to the extent set forth in the Arundel Mills & Marketplace Intercreditor Agreement.  The Arundel Mills & Marketplace Non-Serviced Companion Loan is not a “Mortgage Loan.”
 
Arundel Mills & Marketplace Non-Serviced Loan Combination” means, collectively, the Arundel Mills & Marketplace Mortgage Loan and the Arundel Mills & Marketplace Non-Serviced Companion Loan, which will be serviced as of the Closing Date pursuant to the MSBAM 2014-C15 Pooling and Servicing Agreement.
 
Asset Status Report” has the meaning set forth in Section 9.32.
 
Assignment of Leases” means, with respect to any Mortgage Loan, any assignment of leases, rents and profits or equivalent instrument, whether contained in the related Mortgage or executed separately, assigning to the holder or holders of such Mortgage all of the related Mortgagor’s interest in the leases, rents and profits derived from the ownership, operation, leasing or disposition of all or a portion of the related Mortgaged Property as security for repayment of such Mortgage Loan.
 
Assignment of Mortgage” means an assignment of the Mortgage, notice of transfer or equivalent instrument, in recordable form, sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect the transfer of the Mortgage to the Trustee, which assignment, notice of transfer or equivalent instrument may be in the form of one or more blanket assignments covering the Mortgage Loans secured by Mortgaged Properties located in the same jurisdiction, if permitted by law.
 
 
14

 
 
Assumed Scheduled Payment” means:  (i) with respect to any Balloon Mortgage Loan as to which advancing is required hereunder for its Maturity Date (provided that such Balloon Mortgage Loan has not been paid in full, and no Final Recovery Determination or other sale or liquidation has occurred in respect thereof, on or before the end of the Collection Period in which such Maturity Date occurs) and for any subsequent Due Date therefor as of which such Balloon Mortgage Loan remains outstanding and part of the Trust, if no Scheduled Payment (other than the related delinquent Balloon Payment) is due for such Due Date, the scheduled monthly payment of principal and/or interest deemed to be due in respect thereof on such Due Date equal to the Scheduled Payment that would have been due in respect of such Balloon Mortgage Loan on such Due Date, if it had been required to continue to accrue interest in accordance with its terms, and to pay principal in accordance with the amortization schedule in effect immediately prior to, and without regard to the occurrence of, its most recent Maturity Date (as such may have been extended in connection with a bankruptcy or similar proceeding involving the related Mortgagor or a modification, waiver or amendment of such Balloon Mortgage Loan granted or agreed to by the Master Servicer or the Special Servicer pursuant to the terms hereof), and (ii) with respect to any REO Mortgage Loan for any Due Date therefor as of which the related REO Property or an interest therein remains part of the Trust, the scheduled monthly payment of principal and interest deemed to be due in respect thereof on such Due Date equal to the Scheduled Payment (or, in the case of a Balloon Mortgage Loan described in clause (i) of this definition, the Assumed Scheduled Payment) that was due in respect of the related Mortgage Loan on the last Due Date prior to its becoming an REO Mortgage Loan.  The amount of the Assumed Scheduled Payment for any A Note shall be calculated solely by reference to the terms of such A Note (as modified in connection with any bankruptcy or similar proceeding involving the related Mortgagor or pursuant to a modification, waiver or amendment of such Mortgage Loan granted or agreed to by the Master Servicer or the Special Servicer pursuant to the terms hereof) and without regard to the remittance provisions of the related Intercreditor Agreement.
 
Assumption Fees” means, with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan), A/B Whole Loan or Loan Pair, any and all assumption fees of such Mortgage Loan, A/B Whole Loan or Loan Pair, as the case may be, for transactions effected under Section 8.7 and/or Section 9.5 (excluding assumption application fees), actually paid by the related Mortgagor and other applicable fees (excluding assumption application fees) actually paid by the related Mortgagor in accordance with the related loan documents, with respect to any assumption or substitution agreement entered into by the Master Servicer or the Special Servicer, as applicable, on behalf of the Trust (or, in the case of an A/B Whole Loan or a Loan Pair, on behalf of the Trust and the holder of the related B Note or Serviced Companion Loan, as applicable) pursuant to, or paid by the related Mortgagor with respect to, any transfer of an interest in such Mortgagor pursuant to Section 8.7 or Section 9.5, as applicable.
 
Authenticating Agent” means any authenticating agent serving in such capacity pursuant to Section 7.10.
 
Authorized Officer” means any Person that may execute an Officer’s Certificate on behalf of the Depositor.
 
 
15

 
 
Available Advance Reimbursement Amount” has the meaning set forth in Section 4.6(a).
 
Available Distribution Amount” means, with respect to any Distribution Date, an amount equal to the aggregate, without duplication, of (a) all amounts on deposit in the Distribution Account (or any subaccount thereof) as of the commencement of business on such Distribution Date that represent payments and other collections on or in respect of the Mortgage Loans and any REO Properties that were received by the Master Servicer or the Special Servicer through the end of the related Collection Period (together with any amounts received in respect of payments or other collections relating to any Non-Serviced Mortgage Loan from the related Non-Serviced Mortgage Loan Master Servicer as part of the applicable monthly remittance) exclusive of (i) any such amounts that were deposited in the Distribution Account in error, (ii) amounts that are payable or reimbursable to any Person other than the Certificateholders (including, without limitation, amounts payable (A) to the Master Servicer in respect of unpaid Master Servicing Fees, the Special Servicer in respect of unpaid Special Servicer Compensation, the Trust Advisor in respect of unpaid Trust Advisor Fees or Trust Advisor Consulting Fees (to the extent that such Trust Advisor Consulting Fee is actually received from the related Mortgagor) or the Certificate Administrator in respect of unpaid Certificate Administrator Fees, including any portion of the Certificate Administrator Fees payable to the Trustee in respect of unpaid Trustee Fees or to the Custodian in respect of Custodian Fees or CREFC® in respect of unpaid CREFC® License Fees and/or (B) in reimbursement of outstanding Advances (with interest thereon)), (iii) amounts that constitute Prepayment Premiums, (iv) except with respect to the final Distribution Date, if such Distribution Date occurs during January, other than in a leap year, or February of any year, the Interest Reserve Amounts of one (1) day’s interest with respect to Interest Reserve Loans deposited in the Interest Reserve Account, (v) in the case of each REO Property related to an A/B Whole Loan or Loan Pair, all amounts received with respect to such A/B Whole Loan or Loan Pair that are required to be paid to the holder of the related B Note or Serviced Companion Loan, as applicable, pursuant to the terms of the related B Note or Serviced Companion Loan, as applicable, and the related Intercreditor Agreement (which amounts will be deposited into the related A/B Whole Loan Custodial Account or Serviced Companion Loan Custodial Account, as applicable, pursuant to Section 5.1(c) and withdrawn from such accounts pursuant to Section 5.2(a)) and (vi) Scheduled Payments collected but due on a Due Date subsequent to the related Collection Period and (b) if and to the extent not already among the amounts described in clause (a), (i) the aggregate amount of any P&I Advances made by the Master Servicer or the Trustee for such Distribution Date on the Mortgage Loans pursuant to Section 4.1 and/or Section 4.3, (ii) the aggregate amount of any Compensating Interest payments made by the Master Servicer on the Mortgage Loans for such Distribution Date pursuant to the terms hereof, (iii) if such Distribution Date occurs in March of any year, commencing March 2015 or on the final Distribution Date, the aggregate of the Interest Reserve Amounts then held on deposit in the Interest Reserve Account in respect of each Interest Reserve Loan and (iv) any Balloon Payments received during the period that that begins two (2) Business Days immediately preceding the related Master Servicer Remittance Date and ends on such Master Servicer Remittance Date and remitted by the Master Servicer to the Distribution Account pursuant to Section 5.2(c).
 
B Note” means, with respect to any A/B Whole Loan, any related subordinated note not included in the Trust, which is subordinated in right of payment to the related A Note to
 
 
16

 
 
the extent set forth in the related Intercreditor Agreement.  There are no B Notes related to the Trust as of the Closing Date.
 
Balloon Loan” means a Mortgage Loan, A/B Whole Loan or Loan Pair that provides for Scheduled Payments based on an amortization schedule that is significantly longer than its term to maturity and that is expected to have a remaining principal balance equal to or greater than 5% of its Cut-Off Date Principal Balance as of its stated maturity date, unless prepaid prior thereto.
 
Balloon Mortgage Loan” means a Mortgage Loan that is a Balloon Loan.
 
Balloon Payment” means, with respect to any Balloon Mortgage Loan, the Scheduled Payment payable on the Maturity Date of such Mortgage Loan.
 
BANA” has the meaning set forth in the Preliminary Statement hereto.
 
BANA Loans” means, collectively, those Mortgage Loans sold to the Depositor pursuant to Mortgage Loan Purchase Agreement I and shown on Schedule I hereto (or, with respect to any Joint Mortgage Loan, BANA’s pro rata share of such Joint Mortgage Loans based on BANA’s percentage interest as of the date of the applicable Mortgage Loan Purchase Agreement in such Joint Mortgage Loan).
 
BANA Lender Successor Borrower Right” has the meaning set forth in Section 8.3(h) hereof.
 
Bankruptcy Loss” means a loss arising from a proceeding under the United States Bankruptcy Code or any other similar state law or other proceeding with respect to the Mortgagor of, or Mortgaged Property under, a Mortgage Loan, A/B Whole Loan or Loan Pair, including, without limitation, any Deficient Valuation Amount or losses, if any, resulting from any Debt Service Reduction Amount for the month in which the related Distribution Date occurs.
 
Base Interest Fraction” means, with respect to any Principal Prepayment of any Mortgage Loan that provides for payment of a Prepayment Premium, and with respect to any Class of Principal Balance Certificates (other than the Exchangeable Certificates and the Control Eligible Certificates) or any EC REMIC III Regular Interest, a fraction (A) whose numerator is the greater of (x) zero and (y) the difference between (i) the Pass-Through Rate on that Class of Certificates or EC REMIC III Regular Interest and (ii) the applicable Discount Rate and (B) whose denominator is the difference between (i) the Mortgage Rate on the related Mortgage Loan and (ii) the applicable Discount Rate, provided that under no circumstances will the Base Interest Fraction be greater than one.  If the Discount Rate referred to above is greater than or equal to the Mortgage Rate on the related Mortgage Loan, then the Base Interest Fraction will equal zero; provided that if the Discount Rate referred to above is greater than or equal to the Mortgage Rate on the related Mortgage Loan, but is less than the Pass-Through Rate on the subject Class of Principal Balance Certificates or EC REMIC III Regular Interest, then the Base Interest Fraction shall be equal to 1.0.
 
Book-Entry Certificates” means any Certificates as to which ownership and transfer thereof shall be made through book entries as set forth in Section 3.7; provided, that after
 
 
17

 
 
the occurrence of a condition whereupon book-entry registration and transfer are no longer authorized and Definitive Certificates are to be issued to the Certificate Owners, such certificates shall no longer be “Book-Entry Certificates.”
 
Business Day” means any day other than (i) a Saturday or a Sunday, (ii) a day on which the Federal Reserve or the New York Stock Exchange is closed, (iii) a legal holiday in New York, New York, Charlotte, North Carolina or the principal city or, as applicable, the corporate office or corporate trust office, in which any of the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator or the Master Servicer conducts servicing or trust operations, or (iv) a day on which banking institutions or savings associations in New York, New York, Charlotte, North Carolina or the principal city or, as applicable, the corporate office or corporate trust office, in which any of the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator or the Master Servicer conducts servicing or trust operations are authorized or obligated by law or executive order to be closed.
 
Calculation Rate” means a discount rate appropriate for the type of cash flows being discounted, namely:  (A) for principal and interest payments on a Mortgage Loan, B Note or Serviced Companion Loan or from the sale of a Defaulted Mortgage Loan, the higher of (1) the rate determined by the Master Servicer or Special Servicer, as applicable, that approximates the market rate that would be obtainable by the related Mortgagor on similar non-defaulted debt of the related Mortgagor as of such date of determination, and (2) the related Mortgage Rate based on its Unpaid Principal Balance; and (B) for all other cash flows, including property cash flow, the “discount rate” set forth in the most recent Appraisal (or update of such Appraisal) of the related Mortgaged Property.
 
Cash Liquidation” means, as to any Defaulted Mortgage Loan other than a Mortgage Loan with respect to which the related Mortgaged Property became REO Property, the sale of such Defaulted Mortgage Loan.  The Master Servicer shall maintain records in accordance with the Servicing Standard (and, in the case of Specially Serviced Mortgage Loans, based solely on the written reports with respect to such Cash Liquidation delivered by the Special Servicer to the Master Servicer), of each Cash Liquidation.
 
CERCLA” means the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. § 9601, et seq.).
 
Certificate Administrator” means U.S. Bank National Association and any successor or assign, as provided herein.
 
Certificate Administrator Fee” means, with respect to each Mortgage Loan (including a Mortgage Loan that relates to an REO Property or is a Defeasance Loan) for any related Mortgage Loan Accrual Period, the amount of interest accrued during such related Mortgage Loan Accrual Period at the related Certificate Administrator Fee Rate on the same balance, in the same manner and for the same number of days as interest at the applicable Mortgage Rate accrued with respect to such Mortgage Loan during such related Mortgage Loan Accrual Period; provided, that a portion of the Certificate Administrator Fee shall be applied to pay the Trustee Fee and the Custodian Fee.
 
 
18

 
 
Certificate Administrator Fee Rate” means 0.0016% per annum (which includes the per annum rate applicable to calculation of the Trustee Fee and the Custodian Fee).
 
Certificate Administrator Indemnification Agreement” means that certain indemnification agreement, dated the Pricing Date, between the Certificate Administrator, the Depositor, the Initial Purchasers and the Underwriters, which agreement may be the same agreement as the Trustee Indemnification Agreement, if the Certificate Administrator and the Trustee are the same entity.
 
Certificate Administrator’s Website” means the internet website of the Certificate Administrator, initially located at www.usbank.com/abs.
 
 
Certificate Balance” means, with respect to any Principal Balance Certificate (other than the Exchangeable Certificates) or any EC REMIC III Regular Interest, as of any date or time of determination, the maximum specified dollar amount of principal to which the Holder of such Certificate or the holder of such EC REMIC III Regular Interest is then entitled hereunder, such amount being equal to the initial principal amount set forth on the face of such Certificate (in the case of a Certificate) or set forth in the Preliminary Statement (in the case of an EC REMIC III Regular Interest), minus (a)(i) the amount of all principal distributions previously made pursuant to Section 6.5(a), (ii) all Collateral Support Deficits allocated pursuant to Section 6.6, and (iii) any Excess Trust Advisor Expenses allocated to pursuant to Section 6.11, in each case with respect to such Certificate or EC REMIC III Regular Interest in reduction of its Certificate Balance, plus (b) any prior increase in the Certificate Balance of such Certificate or EC REMIC III Regular Interest attributable to the amounts identified in clause (I)(C) of the definition of Principal Distribution Amount with respect to any Distribution Date, plus (c) any prior increase in the Certificate Balance of such Certificate or EC REMIC III Regular Interest pursuant to Section 6.11 in connection with the allocation of Actual Recoveries of Trust Advisor Expenses.  On each Distribution Date, prior to any distributions being made on such Distribution Date, the Certificate Balances of the Principal Balance Certificates (other than the Exchangeable Certificates) and EC REMIC III Regular Interests will be increased by the aggregate of the amounts identified in clause (I)(C) of the definition of “Principal Distribution Amount” for such Distribution Date, such increase to be allocated to the respective Classes of the Principal Balance Certificates (other than the Exchangeable Certificates) and EC REMIC III Regular Interests in descending sequential order of payment priority (i.e., to the most senior such Class or EC REMIC III Regular Interest first), in each case up to, and in reduction of, the amount of Collateral Support Deficits previously allocated thereto and not otherwise reimbursed hereunder.  Any such increase in the Certificate Balances of the Principal Balance Certificates (other than the Exchangeable Certificates) of any particular Class thereof shall, in turn, be allocable among such Principal Balance Certificates on a pro rata basis in accordance with their respective initial Certificate Balances.  “Certificate Balance” with respect to any Exchangeable Certificate means, as of any date or time of determination, the maximum specified dollar amount of principal to which the Holder of such Certificate is then entitled hereunder, such amount being equal to (1) with respect to any Class A-S, Class B or Class C Certificate, the principal amount as of the Closing Date set forth on the face of such Certificate after giving effect to any exchanges pursuant to Section 3.3 prior to such date or time of determination, multiplied by a fraction expressed as a percentage, the numerator of which is the Certificate Balance of the EC REMIC III Regular Interest bearing the same alphabetic designation as of such date or time of
 
 
19

 
 
determination, and the denominator of which is the original Certificate Balance of such EC REMIC III Regular Interest, and (2) with respect to any Class PST Certificate, the sum of (a) the Class PST Original A-S Portion multiplied by a fraction expressed as a percentage, the numerator of which is the Certificate Balance of the Class A-S REMIC III Regular Interest as of such date or time of determination, and the denominator of which is the original Certificate Balance of the Class A-S REMIC III Regular Interest, (b) the Class PST Original B Portion multiplied by a fraction expressed as a percentage, the numerator of which is the Certificate Balance of the Class B REMIC III Regular Interest as of such date or time of determination, and the denominator of which is the original Certificate Balance of the Class B REMIC III Regular Interest, and (c) the Class PST Original C Portion multiplied by a fraction expressed as a percentage, the numerator of which is the Certificate Balance of the Class C REMIC III Regular Interest as of such date or time of determination, and the denominator of which is the original Certificate Balance of the Class C REMIC III Regular Interest.
 
Certificate Owner” means, with respect to a Book-Entry Certificate, the Person who is the beneficial owner of such Book-Entry Certificate, as may be reflected on the books of the Clearing Agency, or on the books of a Person maintaining an account with such Clearing Agency (directly or as an indirect participant, in accordance with the rules of such Clearing Agency).
 
Certificate Register” has the meaning set forth in Section 3.2.
 
Certificate Registrar” means the registrar appointed pursuant to Section 3.2, which initially shall be the Certificate Administrator.
 
Certificateholders” has the meaning set forth in the definition of “Holder.”
 
Certificates” means, collectively, the REMIC III Regular Certificates, the Exchangeable Certificates and the Class V and Class R Certificates.
 
Certification Parties” has the meaning set forth in Section 13.6 and shall also include such parties in an Other Securitization.
 
Certifying Certificateholder” means a Certificateholder or Certificate Owner that has provided the Certificate Administrator with an executed Investor Certification.
 
Certifying Person” has the meaning set forth in Section 13.6.
 
Certifying Servicer” has the meaning set forth in Section 13.9.
 
CIBC” has the meaning set forth in the Preliminary Statement hereto.
 
CIBC Lender Successor Borrower Right” has the meaning set forth in Section 8.3(h) hereof.
 
CIBC Loans” means, collectively, those Mortgage Loans sold to the Depositor pursuant to Mortgage Loan Purchase Agreement III and shown on Schedule III hereto (or, with respect to any Joint Mortgage Loan, CIBC’s pro rata share of such Joint Mortgage Loans based
 
 
20

 
 
on CIBC’s percentage interest as of the date of the applicable Mortgage Loan Purchase Agreement in such Joint Mortgage Loan).
 
Class” means all Certificates bearing the same alphabetic or alphanumeric class designation.
 
Class A Senior Certificates” means the Class A-1 Certificates, the Class A-2 Certificates, the Class A-SB Certificates, the Class A-3 Certificates, the Class A-4 Certificates and the Class A-5 Certificates.
 
Class A-1 Certificates,” “Class A-2 Certificates,” “Class A-SB Certificates,” “Class A-3 Certificates,” “Class A-4 Certificates,” “Class A-5 Certificates,” “Class A-S Certificates,” “Class X-A Certificates,” “Class X-B Certificates,” “Class X-C Certificates,” “Class B Certificates,” “Class PST Certificates,” “Class C Certificates,” “Class D Certificates,” “Class E Certificates,” “Class F Certificates,” “Class G Certificates,” “Class H Certificates,” “Class V Certificates” and “Class R Certificates” mean, in each such case, the Certificates designated as “Class A-1,” “Class A-2,” “Class A-SB,” “Class A-3,” “Class A-4,” “Class A-5,” “Class A-S,” “Class X-A,” “Class X-B,” “Class X-C,” “Class B,” “Class PST,” “Class C,” “Class D,” “Class E,” “Class F,” “Class G,” “Class H,” “Class V” and “Class R,” respectively, on the face thereof, in substantially the forms attached hereto as Exhibits A-1 to A-20.
 
Class A-S Percentage Interest” means the quotient of the Aggregate Certificate Balance of the Class A-S Certificates divided by the Certificate Balance of the Class A-S REMIC III Regular Interest.  As of the Closing Date, the Class A-S Percentage Interest shall be 100.0%.
 
Class A-S REMIC III Regular Interest” means the “regular interest” (within the meaning of the REMIC Provisions) in REMIC III that is designated as “A-S”, which regular interest bears interest at a per annum rate equal to the Pass-Through Rate with respect to the Class A-S Certificates.  The Class A-S Certificates will represent beneficial ownership of the Class A-S Percentage Interest of the Class A-S REMIC III Regular Interest, and the Class PST Certificates will represent beneficial ownership of, among other things, the Class A-S-PST Percentage Interest of the Class A-S REMIC III Regular Interest.  The Class A-S REMIC III Regular Interest will be held in the Grantor Trust.
 
Class A-S Specific Grantor Trust Assets” means the portion of the Trust consisting of the Class A-S Percentage Interest of the Class A-S REMIC III Regular Interest.
 
Class A-S-PST Percentage Interest” means 100.0% minus the Class A-S Percentage Interest.  As of the Closing Date, the Class A-S-PST Percentage Interest shall be 0%.
 
Class B Percentage Interest” means, the quotient of the Aggregate Certificate Balance of the Class B Certificates divided by the Certificate Balance of the Class B REMIC III Regular Interest.  As of the Closing Date, the Class B Percentage Interest shall be 100.0%.
 
Class B REMIC III Regular Interest” means the “regular interest” (within the meaning of the REMIC Provisions) in REMIC III that is designated as “B”, which regular
 
 
21

 
 
interest bears interest at a per annum rate equal to the Pass-Through Rate with respect to the Class B Certificates.  The Class B Certificates will represent beneficial ownership of the Class B Percentage Interest of the Class B REMIC III Regular Interest, and the Class PST Certificates will represent beneficial ownership of, among other things, the Class B-PST Percentage Interest of the Class B REMIC III Regular Interest.  The Class B REMIC III Regular Interest will be held in the Grantor Trust.
 
Class B Specific Grantor Trust Assets” means the portion of the Trust consisting of the Class B Percentage Interest of the Class B REMIC III Regular Interest.
 
Class B-PST Percentage Interest” means 100.0% minus the Class B Percentage Interest.  As of the Closing Date, the Class B-PST Percentage Interest shall be 0%.
 
Class C Percentage Interest” means, the quotient of the Aggregate Certificate Balance of the Class C Certificates divided by the Certificate Balance of the Class C REMIC III Regular Interest.  As of the Closing Date, the Class C Percentage Interest shall be 100.0%.
 
Class C REMIC III Regular Interest” means the “regular interest” (within the meaning of the REMIC Provisions) in REMIC III that is designated as “C”, which regular interest bears interest at a per annum rate equal to the Pass-Through Rate with respect to the Class C Certificates.  The Class C Certificates will represent beneficial ownership of the Class C Percentage Interest of the Class C REMIC III Regular Interest, and the Class PST Certificates will represent beneficial ownership of, among other things, the Class C-PST Percentage Interest of the Class C REMIC III Regular Interest.  The Class C REMIC III Regular Interest will be held in the Grantor Trust.
 
Class C-PST Percentage Interest” means 100.0% minus the Class C Percentage Interest.  As of the Closing Date, the Class C-PST Percentage Interest shall be 0%.
 
Class C Specific Grantor Trust Assets” means the portion of the Trust consisting of the Class C Percentage Interest of the Class C REMIC III Regular Interest.
 
Class PST Component” means any of the Class PST Component A-S, Class PST Component B or Class PST Component C.
 
Class PST Component A-S” means the portion of the Class A-S REMIC III Regular Interest equal to the Class A-S-PST Percentage Interest of the Class A-S REMIC III Regular Interest.
 
Class PST Component A-S Principal Amount” means the product of the Class A-S-PST Percentage Interest and the Certificate Balance of the Class A-S REMIC III Regular Interest.
 
Class PST Component B” means the portion of the Class B REMIC III Regular Interest equal to the Class B-PST Percentage Interest of the Class B REMIC III Regular Interest.
 
Class PST Component B Principal Amount” means the product of the Class B-PST Percentage Interest and the Certificate Balance of the Class B REMIC III Regular Interest.
 
 
22

 
 
Class PST Component C” means the portion of the Class C REMIC III Regular Interest equal to the Class C-PST Percentage Interest of the Class C REMIC III Regular Interest.
 
Class PST Component C Principal Amount” means the product of the Class C-PST Percentage Interest and the Certificate Balance of the Class C REMIC III Regular Interest.
 
Class PST Original A-S Portion” means, with respect to any Class PST Certificate as of any date or time of determination, the product of (a) the principal amount as of the Closing Date set forth on the face of such Certificate after giving effect to any exchanges pursuant to Section 3.3 prior to such date or time of determination and (b) a fraction expressed as a percentage, the numerator of which is the original Certificate Balance of the Class A-S REMIC III Regular Interest and the denominator of which is the aggregate original Certificate Balance of the EC REMIC III Regular Interests.
 
Class PST Original B Portion” means, with respect to any Class PST Certificate as of any date or time of determination, the product of (a) the principal amount as of the Closing Date set forth on the face of such Certificate after giving effect to any exchanges pursuant to Section 3.3 prior to such date or time of determination and (b) a fraction expressed as a percentage, the numerator of which is the original Certificate Balance of the Class B REMIC III Regular Interest and the denominator of which is the aggregate original Certificate Balance of the EC REMIC III Regular Interests.
 
Class PST Original C Portion” means, with respect to any Class PST Certificate as of any date or time of determination, the product of (a) the principal amount as of the Closing Date set forth on the face of such Certificate after giving effect to any exchanges pursuant to Section 3.3 prior to such date or time of determination and (b) a fraction expressed as a percentage, the numerator of which is the original Certificate Balance of the Class C REMIC III Regular Interest and the denominator of which is the aggregate original Certificate Balance of the EC REMIC III Regular Interests.
 
Class PST Percentage Interest” means any of the Class A-S-PST Percentage Interest, the Class B-PST Percentage Interest or the Class C-PST Percentage Interest.
 
Class PST Specific Grantor Trust Assets” means the portion of the Trust consisting of the Class PST Components.
 
Class V Specific Grantor Trust Assets” means that portion of the Trust consisting of any Excess Interest (whether now or hereafter arising) and the Excess Interest Sub-account.
 
Class X Certificate” means any Class X-A Certificate, Class X-B Certificate or Class X-C Certificate.
 
Class X-A REMIC III Regular Interest” means any of REMIC III Regular Interest X-A-1, REMIC III Regular Interest X-A-2, REMIC III Regular Interest X-A-SB, REMIC III Regular Interest X-A-3, REMIC III Regular Interest X-A-4, REMIC III Regular Interest X-A-5 and REMIC III Regular Interest X-A-S.  The Class X-A REMIC III Regular Interests relate to, and are evidenced by, the Class X-A Certificates.
 
 
23

 
 
Class X-B REMIC III Regular Interest” means REMIC III Regular Interest X-B.  The Class X-B REMIC III Regular Interest relates to, and is evidenced by, the Class X-B Certificates.
 
Class X-C REMIC III Regular Interest” means any of REMIC III Regular Interest X-E, REMIC III Regular Interest X-F, REMIC III Regular Interest X-G and REMIC III Regular Interest X-H.  The Class X-C REMIC III Regular Interests relate to, and are evidenced by, the Class X-C Certificates.
 
Class X REMIC III Regular Interest” means any Class X-A REMIC III Regular Interest, Class X-B REMIC III Regular Interest or Class X-C REMIC III Regular Interest.
 
Class X Strip Rate” means, with respect to any REMIC II Regular Interest for any Distribution Date, the excess, if any, of the Weighted Average REMIC I Net Mortgage Rate for such Distribution Date over (i) if the Corresponding Certificates are not Exchangeable Certificates, the Pass-Through Rate for the Class of Corresponding Certificates and (ii) if the Corresponding Certificates are Exchangeable Certificates, the Pass-Through Rate on the EC REMIC III Regular Interest bearing the same letter designation as such Class of Exchangeable Certificates.
 
Clearing Agency” means an organization registered as a “clearing agency” pursuant to Section 17A of the Exchange Act, which initially shall be the Depository.
 
Clearstream Bank” means Clearstream Banking, société anonyme.
 
Closing Date” means June 18, 2014.
 
Code” means the Internal Revenue Code of 1986, as amended from time to time, any successor statutes thereto, and applicable U.S. Department of Treasury regulations issued pursuant thereto in temporary or final form and proposed regulations thereunder, to the extent that, by reason of their proposed effective date, such proposed regulations would apply to the Trust.
 
Collateral Support Deficit” means:
 
(a)  with respect to any REMIC I Regular Interest, as of any Distribution Date, following the deemed distributions with respect to such REMIC I Regular Interest on such Distribution Date pursuant to Section 6.3(a), but prior to any reduction in the REMIC I Principal Amount of such REMIC I Regular Interest on such Distribution Date pursuant to Section 6.6(a), the amount, if any, by which (i) the then Stated Principal Balance of the Mortgage Loan (including an REO Mortgage Loan) as to which such REMIC I Regular Interest is the Corresponding REMIC I Regular Interest, is less than (ii) the then REMIC I Principal Amount of such REMIC I Regular Interest;
 
(b)  with respect to the REMIC II Regular Interests, as of any Distribution Date, following any deemed allocations of Trust Advisor Expenses to REMIC II Regular Interest A-1, REMIC II Regular Interest A-2, REMIC II Regular Interest A-SB, REMIC II Regular
 
 
24

 
 
Interest A-3, REMIC II Regular Interest A-4, REMIC II Regular Interest A-5, REMIC II Regular Interest A-S, REMIC II Regular Interest B, REMIC II Regular Interest C and REMIC II Regular Interest D on such Distribution Date pursuant to Section 6.11 and the deemed distributions with respect to the REMIC II Regular Interests on such Distribution Date pursuant to Section 6.4, but prior to any reduction in the REMIC II Principal Amounts of the REMIC II Regular Interests on such Distribution Date pursuant to Section 6.6(b), the amount, if any, by which (i) the then Aggregate Stated Principal Balance of the Mortgage Loans (including any REO Mortgage Loans) (for purposes of this calculation only, not giving effect to any reductions of the Aggregate Stated Principal Balance for principal payments received on the Mortgage Loans (including REO Mortgage Loans) that were used to reimburse the Master Servicer, the Special Servicer or the Trustee from general collections of principal on the Mortgage Loans (including REO Mortgage Loans) for Workout-Delayed Reimbursement Amounts, to the extent such Workout-Delayed Reimbursement Amounts are not otherwise determined to be Nonrecoverable Advances), is less than (ii) the then aggregate REMIC II Principal Amount of the REMIC II Regular Interests; and
 
(c)  with respect to the Principal Balance Certificates, as of any Distribution Date, following any allocations of Trust Advisor Expenses to the Class A Senior Certificates and the Class A-S, Class B, Class PST, Class C and Class D Certificates on such Distribution Date pursuant to Section 6.11 and the distributions with respect to the Principal Balance Certificates on such Distribution Date pursuant to Section 6.5, but prior to any reduction in the respective Certificate Balances of the Principal Balance Certificates on such Distribution Date pursuant to Section 6.6(c), the amount, if any, by which (i) the then Aggregate Stated Principal Balance of the Mortgage Loans (including any REO Mortgage Loans) (for purposes of this calculation only, not giving effect to any reductions of the Aggregate Stated Principal Balance for principal payments received on the Mortgage Loans (including REO Mortgage Loans) that were used to reimburse the Master Servicer, the Special Servicer or the Trustee from general collections of principal on the Mortgage Loans (including REO Mortgage Loans) for Workout-Delayed Reimbursement Amounts, to the extent such Workout-Delayed Reimbursement Amounts are not otherwise determined to be Nonrecoverable Advances), is less than (ii) the then Aggregate Certificate Balance of the Principal Balance Certificates.
 
Collection Account” means one or more separate accounts established and maintained by the Master Servicer (or any Sub-Servicer on behalf of the Master Servicer) pursuant to Section 5.1(a).
 
Collection Period” means, with respect to any Distribution Date, the period beginning on the day after the Determination Date in the month preceding the month of such Distribution Date (or, in the case of the first (1st) Distribution Date, commencing immediately following the Cut-Off Date) and ending on the Determination Date in the month in which the Distribution Date occurs.
 
Collective Consultation Period” means any period when both (i) the Aggregate Certificate Balance of the Class E Certificates, as notionally reduced by any Appraisal Reductions allocable to such Class in accordance with Section 6.9, is less than 25% of the initial Aggregate Certificate Balance of the Class E Certificates and (ii) the Aggregate Certificate Balance of the Class E Certificates, without regard to any Appraisal Reductions allocable to such
 
 
25

 
 
Class in accordance with Section 6.9, is at least 25% of the initial Aggregate Certificate Balance of the Class E Certificates.
 
COMM 2014-UBS3 Pooling and Servicing Agreementmeans the Pooling and Servicing Agreement, dated as of June 1, 2014, between Deutsche Mortgage & Asset Receiving Corporation, as depositor, Wells Fargo Bank, National Association, as master servicer, LNR Partners, LLC, as special servicer, U.S. Bank National Association, as trustee, Wells Fargo Bank, National Association, as certificate administrator, certificate registrar, authenticating agent and custodian, and Park Bridge Lender Services LLC, as operating advisor.
 
Commission” means the U.S. Securities and Exchange Commission.
 
Compensating Interest” means with respect to any Distribution Date, an amount equal to the lesser of (A) the excess, if any, of (i) Prepayment Interest Shortfalls incurred during the related Collection Period in respect of all Mortgage Loans (and not in respect of any B Note, Serviced Companion Loan, Non-Serviced Companion Loan, Specially Serviced Mortgage Loan or any Mortgage Loan that was previously a Specially Serviced Mortgage Loan with respect to which the Special Servicer has waived or amended the prepayment restrictions) resulting from voluntary or involuntary Principal Prepayments on such Mortgage Loans over (ii) the aggregate of Prepayment Interest Excesses resulting from Principal Prepayments on such Mortgage Loans during the related Collection Period and (B) the aggregate of the portion of the aggregate Master Servicing Fee accrued at a rate per annum equal to 0.01% (1.0 basis point) for the related Collection Period calculated in respect of such Mortgage Loans (including any related REO Mortgage Loans), plus any investment income earned on the amount prepaid prior to such Distribution Date; provided that Compensating Interest shall only include (without regard to clause (B) above), the amount of any Prepayment Interest Shortfall otherwise described in clause (A) above incurred in connection with any Principal Prepayment received in respect of any such Mortgage Loan during the related Collection Period to the extent such Prepayment Interest Shortfall occurs as a result of the Master Servicer deviating, or allowing the related Mortgagor to deviate, from the terms of the related Mortgage Loan documents regarding Principal Prepayments (other than (v) subsequent to a default or imminent default under the related Mortgage Loan documents if the Master Servicer reasonably believes that acceptance of such prepayment is consistent with the Servicing Standard, (w) if the related Mortgage Loan is a Specially Serviced Mortgage Loan, (x) in connection with the payment of Insurance Proceeds or Condemnation Proceeds unless the Master Servicer did not apply the proceeds thereof in accordance with the terms of the related Mortgage Loan documents, (y) pursuant to applicable law or a court order or (z) at the request of or with the consent of the Special Servicer).  For the avoidance of doubt, no Repurchased Loan shall be included as a Mortgage Loan for purposes of computing the amount of Compensating Interest.  The Master Servicer’s obligations to pay any Compensating Interest, and the rights of the Certificateholders to offset of the aggregate Prepayment Interest Shortfalls against those amounts, shall not be cumulative.
 
Condemnation Proceeds” means 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
 
 
26

 
 
Mortgagor in accordance with the terms of the Mortgage Loan and (if applicable) its related B Note or Serviced Companion Loan.  With respect to the Mortgaged Property securing any Non-Serviced Mortgage Loan or Non-Serviced Companion Loan, only the portion of such amounts payable to the holder of the related Non-Serviced Mortgage Loan shall be included in Condemnation Proceeds.
 
Consent Fees” means, with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan), A/B Whole Loan or Loan Pair, any and all fees actually paid by a Mortgagor with respect to any consent or approval required pursuant to the terms of the related loan documents that does not involve a restructuring, modification, assumption, extension, waiver or amendment of the terms of such Mortgage Loan documents.
 
Control Eligible Certificates” means any of the Class E, Class F, Class G and Class H Certificates.
 
Controlling Class” means, as of any time of determination, the most subordinate Class of Control Eligible Certificates then outstanding that has an Aggregate Certificate Balance (as notionally reduced by any Appraisal Reductions allocable to such Class in accordance with Section 6.9) at least equal to 25% of the initial Aggregate Certificate Balance of such Class; provided that if no Class of Control Eligible Certificates has an Aggregate Certificate Balance (as notionally reduced by any Appraisal Reductions allocable to such Class in accordance with Section 6.9) at least equal to 25% of the initial Aggregate Certificate Balance of such Class, then the Controlling Class shall be the most senior Class of Control Eligible Certificates.  The Controlling Class as of the Closing Date will be the Class H Certificates.
 
Controlling Class Certificateholder” means each Holder (or Certificate Owner, if applicable) of a Certificate of the Controlling Class as determined by the Certificate Registrar from time to time.
 
Controlling Class Representative” means the Controlling Class Certificateholder (or other representative) selected or designated, as applicable, in accordance with Section 10.1.
 
Controlling Person” means, with respect to any Person, any other Person who “controls” such Person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act.
 
Corporate Trust Office” means the principal corporate trust office of the Trustee and Certificate Administrator, presently located at 190 S. LaSalle Street, 7th Floor, Mail Code MK-IL-SL7C, Chicago, Illinois 60603, Attention:  Morgan Stanley Bank of America Merrill Lynch Trust 2014-C16, and the office of the Certificate Administrator located, for certificate transfer purposes, at 111 Fillmore Avenue, St. Paul, Minnesota 55107, Attention: Bondholder Services – MSBAM 2014-C16, or with respect to the Custodian, the office of the Custodian located at 1133 Rankin Street, Suite 100, St. Paul, Minnesota 55116, Attention:  Document Custody Services – MSBAM 2014-C16; or at such other address as the Trustee, Certificate Administrator or Custodian, as applicable, may designate from time to time by notice to the Certificateholders and each of the other Parties to this Agreement.
 
 
27

 
 
Corresponding Certificates” means the Class of Principal Balance Certificates designated as such in the Preliminary Statement with respect to any REMIC II Regular Interest.
 
Corresponding Class X REMIC III Regular Interest” means the Class X REMIC III Regular Interest designated as such in the Preliminary Statement with respect to any REMIC II Regular Interest.
 
Corresponding REMIC I Regular Interest” means the REMIC I Regular Interest that relates to any particular Mortgage Loan (including an REO Mortgage Loan) or Qualifying Substitute Mortgage Loan that replaces such Mortgage Loan, which REMIC I Regular Interest has the characteristics described in the Preliminary Statement.
 
Corresponding REMIC II Regular Interest” means the REMIC II Regular Interest or one of the REMIC II Regular Interests, as applicable, designated as such in the Preliminary Statement with respect to any Class of Principal Balance Certificates, any EC REMIC III Regular Interest, any Class of Class X Certificates or any Class X REMIC III Regular Interest.
 
CREFC®” means the 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 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 Trustee, the Certificate Administrator, the Special Servicer and, during any Subordinate Control Period, the Controlling Class Representative.
 
CREFC® Advance Recovery Report” means a report (prepared by the Master Servicer) 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-backed securities transactions generally.
 
CREFC® Bond Level File” means the data file (prepared by the Certificate Administrator) substantially in the form of, and containing the information called for in, the downloadable form of the “Bond Level File” available as of the Closing Date on the CREFC® Website, or such other form for the presentation of such information and containing such
 
 
28

 
 
additional information as may from time to time be approved by the CREFC® for commercial mortgage-backed securities transactions generally.
 
CREFC® Collateral Summary File” means the data file (prepared by the Certificate Administrator) substantially in the form of, and containing the information called for in, the downloadable form of the “Collateral Summary File” 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-backed securities transactions generally.
 
CREFC® Comparative Financial Status Report” means a report (prepared by the Master Servicer) substantially in the form of, and containing the information called for in, the downloadable form of the “Comparative Financial Status 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-backed securities transactions generally.
 
CREFC® Delinquent Loan Status Report” means a report (prepared by the Master Servicer) 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 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-backed securities transactions generally.
 
CREFC® Financial File” means the data file (prepared by the Master Servicer) substantially in the form of, and containing the information called for in, the downloadable form of the “Financial File” 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-backed securities transactions generally.
 
CREFC® Historical Loan Modification and Corrected Mortgage Loan Report” means a report (prepared by the Master Servicer) substantially in the form of, and containing the information called for in, the downloadable form of the “Historical Loan Modification and Corrected Mortgage Loan 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-backed securities transactions generally.
 
CREFC® Investor Reporting Package (IRP)” means:
 
(a)           The following seven (7) electronic files (and any other files as may become adopted and promulgated by CREFC® as part of the CREFC® Investor Reporting Package (IRP) from time to time):  (i) CREFC® Loan Setup File, (ii) CREFC® Loan Periodic Update File, (iii) CREFC® Property File, (iv) CREFC® Bond Level File, (v) CREFC® Financial File, (vi) CREFC® Collateral Summary File and (vii) CREFC® Special Servicer Loan File;
 
 
29

 
 
(b)           The following eleven supplemental reports (and any other reports as may become adopted and promulgated by CREFC® as part of the CREFC® Investor Reporting Package (IRP) from time to time):  (i) CREFC® Delinquent Loan Status Report, (ii) CREFC® Historical Loan Modification and Corrected Mortgage Loan Report, (iii) CREFC® REO Status Report, (iv) CREFC® Operating Statement Analysis Report, (v) CREFC® Comparative Financial Status Report, (vi) CREFC® Servicer Watch List, (vii) CREFC® Loan Level Reserve/LOC Report, (viii) CREFC® NOI Adjustment Worksheet, (ix) CREFC® Advance Recovery Report, (x) CREFC® Total Loan Report and (xi) CREFC® Reconciliation of Funds Report; and
 
(c)           such other reports as CREFC® may designate from time to time.
 
CREFC® License Fee” means, with respect to each Mortgage Loan (including a Mortgage Loan that relates to an REO Property or is a Defeasance Loan) for any related Mortgage Loan Accrual Period, the amount of interest accrued during such related Mortgage Loan Accrual Period at the related CREFC® License Fee Rate on the same balance, in the same manner and for the same number of days as interest at the applicable Mortgage Rate accrued with respect to such Mortgage Loan during such related Mortgage Loan Accrual Period.  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):
 
Account Name:  Commercial Real Estate Finance Council (CREFC)
Bank Name:  JPMorgan Chase Bank, National Association
Bank Address:  80 Broadway, New York, NY 10005
Routing Number:  021000021
Account Number:  213597397
 
CREFC® License Fee Rate” means 0.0005% per annum.
 
CREFC® Loan Level Reserve/LOC Report” means the monthly report (prepared by the Master Servicer) substantially in the form of, and containing the information called for in, the downloadable form of the “Loan Level Reserve/LOC 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-backed securities transactions generally.
 
CREFC® Loan Periodic Update File” means the data file (prepared by the Master Servicer) substantially in the form of, and containing the information called for in, the downloadable form of the “Loan Periodic Update File” 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-backed securities transactions generally.
 
CREFC® Loan Setup File” means the data file (prepared by the Master Servicer) substantially in the form of, and containing the information called for in, the downloadable form of the “Loan Setup File” available as of the Closing Date on the CREFC® Website, or such other form for the presentation of such information and containing such
 
 
30

 
 
additional information as may from time to time be approved by the CREFC® for commercial mortgage-backed securities transactions generally.
 
CREFC® NOI Adjustment Worksheet” means a report prepared by the Master Servicer with respect to all the non-Specially Serviced Mortgage Loans, and by the Special Servicer with respect to Specially Serviced Mortgage Loans and, if they relate to any REO Property, REO Mortgage Loans, which report shall be substantially in the form of, and contain the information called for in, the downloadable form of the “NOI Adjustment Worksheet” 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-backed securities transactions generally.
 
CREFC® Operating Statement Analysis Report” means a report substantially in the form of, and containing the information called for in, the downloadable form of the “Operating Statement Analysis 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-backed securities transactions generally.
 
CREFC® Property File” means a data file substantially in the form of, and containing the information called for in, the downloadable form of the “Property File” 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-backed securities transactions generally.
 
CREFC® Reconciliation of Funds Report” means a monthly report (prepared by the Certificate Administrator) in the “Reconciliation of Funds” format substantially in the form of and containing the information called for therein for the Mortgage Loans, or such other form for the presentation of such information as may be approved from time to time by the CREFC® for commercial mortgage securities transactions generally.
 
CREFC® REO Status Report” means a report (prepared by the Master Servicer) substantially in the form of, and containing the information called for in, the downloadable form of the “REO Status 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-backed securities transactions generally.
 
CREFC® Reportsmeans the reports and files comprising the CREFC® Investor Reporting Package (IRP), as the forms thereof are modified, expanded or otherwise changed from time to time by the CREFC®.
 
CREFC® Servicer Watch List” means, as of each Determination Date, a report (prepared by the Master Servicer), including and identifying each non-Specially Serviced Mortgage Loan satisfying the “CREFC® Portfolio Review Guidelines” approved from time to time by the CREFC® in the “CREFC® Servicer Watch List” format substantially in the form of and containing the information called for therein for the Mortgage Loans, or such other form
 
 
31

 
 
(including other portfolio review guidelines) for the presentation of such information as may be approved from time to time by the CREFC® for commercial mortgage securities transactions generally.
 
CREFC® Special Servicer Loan File” means the report (prepared by the Special Servicer) substantially in the form of, and containing the information called for in, the downloadable form of the “Special Servicer Loan File” 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-backed securities transactions generally.
 
CREFC® Total Loan Report” means the monthly report (prepared by the Master Servicer) substantially in the form of, and containing the information called for in, the downloadable form of the “Total Loan 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-backed securities transactions generally.
 
CREFC® Website” means 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.
 
Crossed Mortgage Loan” has the meaning set forth in Section 2.3(a).
 
Custodian” means U.S. Bank National Association and any successor or assign, as provided herein.
 
Custodian Fee” means the portion of the Certificate Administrator Fee payable to the Custodian in an amount agreed to between the Custodian and the Certificate Administrator.
 
Custodian Indemnification Agreement” means that certain indemnification agreement, dated the Pricing Date, between the Custodian, the Depositor, the Initial Purchasers and the Underwriters.
 
Customer” means a broker, dealer, bank, other financial institution or other Person for whom the Clearing Agency effects book-entry transfers and pledges of securities deposited with the Clearing Agency.
 
Cut-Off Date” means the close of business on June 1, 2014.  The Cut-Off Date for any Mortgage Loan that has a Due Date on a date other than the first (1st) day of each month shall be the close of business on June 1, 2014, and for purposes of determining amounts allocable to the related Seller, Scheduled Payments due in June 2014 with respect to Mortgage Loans not having Due Dates on the first (1st) of each month have been deemed due and received on June 1, 2014, not the actual day or days on which such Scheduled Payments were due.
 
Cut-Off Date Principal Balance” means, with respect to any Mortgage Loan, B Note, A/B Whole Loan, Serviced Companion Loan or Loan Pair, the unpaid principal balance thereof as of its Due Date in June 2014, after application of all payments of principal due on or before such date, whether or not received.
 
 
32

 
 
DBRS” means DBRS, Inc. or its successors in interest.
 
Debt Service Coverage Ratio” means, with respect to any Mortgage Loan, as of any date of determination and for any period, the amount calculated for such date of determination in accordance with the formulas set forth in the CREFC® Operating Statement Analysis Report, whether or not the Mortgage Loan has an interest-only period that has not expired as of the Cut-Off Date.
 
Debt Service Reduction Amount” means, with respect to a Due Date and the related Determination Date, the amount of the reduction of the Scheduled Payment which a Mortgagor is obligated to pay on such Due Date with respect to a Mortgage Loan, a Serviced Companion Loan or a B Note as a result of any proceeding under bankruptcy law or any similar proceeding (other than a Deficient Valuation Amount); provided, that in the case of an amount that is deferred, but not forgiven, such reduction shall include only the net present value (calculated at the related Mortgage Rate) of the reduction.
 
Default Interest” means, with respect to any Mortgage Loan, A/B Whole Loan or Loan Pair, all interest accrued in respect of such Mortgage Loan, A/B Whole Loan or Loan Pair as provided in the related loan documents as a result of a default (exclusive of late payment charges) that is in excess of interest at the related Mortgage Rate and, in the case of an ARD Loan after its Anticipated Repayment Date, the per annum rate at which Excess Interest (or the equivalent) accrues, but excluding any such amounts allocable to a Non-Serviced Mortgage Loan and related Non-Serviced Companion Loan pursuant to the terms of the related Non-Serviced Mortgage Loan Intercreditor Agreement.
 
Defaulted Mortgage Loan” means a Mortgage Loan (other than any Non-Serviced Mortgage Loan) (i) that is delinquent at least thirty (30) days in respect of its Scheduled Payments or 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 documents or (ii) as to which the Master Servicer or Special Servicer has, by written notice to the related Mortgagor, accelerated the maturity of the indebtedness evidenced by the related Mortgage Note.
 
Defeasance Collateral” means, with respect to any Defeasance Loan, the Government Securities required to be pledged in lieu of prepayment pursuant to the terms thereof.
 
Defeasance Loan” means any Mortgage Loan (other than any Non-Serviced Mortgage Loan), Serviced Companion Loan or B Note which requires or permits the related Mortgagor (or permits the holder of such Mortgage Loan, Serviced Companion Loan or B Note to require the related Mortgagor) to pledge Defeasance Collateral to such holder in lieu of prepayment.
 
Defective Mortgage Loan” has the meaning set forth in Section 2.3(a).
 
Deficient Valuation” means, with respect to any Mortgage Loan (other than an A Note or a Serviced Pari Passu Mortgage Loan), any A/B Whole Loan or any Loan Pair, a valuation by a court of competent jurisdiction of the Mortgaged Property (or, with respect to a
 
 
33

 
 
Non-Serviced Mortgage Loan, the pro rata portion of the valuation allocable to such Non-Serviced Mortgage Loan) relating to such Mortgage Loan, A/B Whole Loan or Loan Pair in an amount less than the then outstanding indebtedness under such Mortgage Loan, A/B Whole Loan or Loan Pair, which valuation results from a proceeding initiated under the United States Bankruptcy Code, as amended from time to time, and that reduces the amount the Mortgagor is required to pay under such Mortgage Loan, A/B Whole Loan or Loan Pair.
 
Deficient Valuation Amount” means (i) with respect to each Mortgage Loan (other than an A Note or a Serviced Pari Passu Mortgage Loan), any A/B Whole Loan or any Loan Pair, the amount by which the total amount due with respect to such Mortgage Loan, A/B Whole Loan or Loan Pair (excluding interest not yet accrued), including the Unpaid Principal Balance of such Mortgage Loan, A/B Whole Loan or Loan Pair plus any accrued and unpaid interest thereon and any other amounts recoverable from the Mortgagor with respect thereto pursuant to the terms thereof, is reduced in connection with a Deficient Valuation and (ii) with respect to any A Note or Serviced Pari Passu Mortgage Loan, the portion of any Deficient Valuation Amount for the related A/B Whole Loan or Loan Pair, as applicable, that is borne by the holder of the A Note or Serviced Pari Passu Mortgage Loan, as applicable, under the related Intercreditor Agreement.
 
Definitive Certificates” means Certificates of any Class issued in definitive, fully registered, certificated form without interest coupons.
 
Deleted Mortgage Loan” means a Mortgage Loan which is repurchased from the Trust pursuant to the terms hereof or as to which one or more Qualifying Substitute Mortgage Loans are substituted.
 
Demand” means any request or demand to repurchase or replace a Mortgage Loan for a breach of representation or warranty or document deficiency.
 
Depository” means The Depository Trust Company or its successor in interest.
 
Depository Agreement” means the Letter of Representations dated the Closing Date and by and among the Depositor, the Certificate Administrator and the Depository.
 
Determination Date” means the 11th calendar day of each month or, if such day is not a Business Day, the next succeeding Business Day, commencing in July 2014.
 
Directly Operate” means, 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, or the performance of any construction work on the REO Property (other than the completion of a building or improvement, where more than 10% of the construction of such building or improvement was completed before default became imminent), other than through an Independent Contractor; provided that the Special Servicer, on behalf of the Trust, shall not be considered to Directly Operate an REO Property solely because the Special Servicer, on behalf
 
 
34

 
 
of the Trust, establishes rental terms, chooses tenants, enters into or renews leases, deals with taxes and insurance, or makes decisions as to repairs or capital expenditures with respect to such REO Property or takes other actions consistent with Treasury Regulations Section 1.856-4(b)(5)(ii).
 
Disclosable Special Servicer Fees”  means, with respect to any Mortgage Loan, Loan Pair, A/B Whole Loan or REO Property, any compensation and other remuneration (including, without limitation, in the form of commissions, brokerage fees, rebates, or 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, Loan Pair, A/B Whole Loan or REO Property and any purchaser of any Mortgage Loan, Loan Pair, A/B Whole Loan or REO Property) in connection with the disposition, workout or foreclosure of any Mortgage Loan (or Loan Pair or A/B Whole Loan, if applicable), 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 Servicer Compensation to which the Special Servicer is entitled pursuant to Section 9.11 of this Agreement.
 
Discount Rate” means, for the purposes of the distribution of Prepayment Premiums, (i) if a discount rate was used in the calculation of the applicable Prepayment Premium pursuant to the terms of the related Mortgage Loan, that discount rate, converted (if necessary) to a monthly equivalent yield, and (ii) if a discount rate was not used in the calculation of the applicable Prepayment Premium pursuant to the terms of the related Mortgage Loan, the rate which, when compounded monthly, is equivalent to the Treasury Rate when compounded semi-annually.  “Treasury Rate” is the yield calculated by the linear interpolation of the yields, as reported in Federal Reserve Statistical Release H.15–Selected Interest Rates under the heading “U.S. government securities/Treasury constant maturities” for the week ending prior to the date of the relevant Principal Prepayment, of U.S. Treasury constant maturities with a maturity date, one longer and one shorter, most nearly approximating the maturity date (or Anticipated Repayment Date, if applicable) of the Mortgage Loan prepaid.  If Release H.15 is no longer published, the Certificate Administrator will select a comparable publication to determine the Treasury Rate.
 
Dispute” means, with respect to any Demand, any disagreement (whether oral or in writing) between the applicable Request Recipient and the Person making such Demand whether to pursue or act in accordance with, as applicable, such Demand.
 
Disqualified Organization” means any of (i) the United States, any State or any political subdivision thereof, or any agency or instrumentality of any of the foregoing (other than an instrumentality which 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), (ii) a foreign government, international organization or any agency or instrumentality of either of the foregoing, (iii) an organization that is exempt from tax imposed by Chapter 1 of the Code (including the tax imposed by Code Section 511 on unrelated business taxable income) on any excess inclusions (as defined in Code Section 860E(c)(1)) with respect to the Class R Certificates (except certain farmers’ cooperatives described in Code
 
 
35

 
 
Section 521), (iv) rural electric and telephone cooperatives described in Section 1381(a)(2) of the Code, and (v) any other Person so designated by the Certificate Administrator based upon an Opinion of Counsel that the holding of an ownership interest in a Class R Certificate by such Person may cause (A) any of REMIC I, REMIC II or REMIC III to fail to qualify as a REMIC at any time that the Certificates are outstanding, or (B) any of REMIC I, REMIC II or REMIC III or any Person having an Ownership Interest in any Class of Certificates, other than such Person, to incur a liability for any federal tax imposed under the Code that would not otherwise be imposed but for the transfer of an ownership interest in a Class R Certificate to such Person.  The terms “United States,” “State” and “international organization” shall have the meanings set forth in Section 7701 of the Code or successor provisions.
 
Distributable Certificate Interest” means, with respect to any Class of REMIC III Regular Certificates or any EC REMIC III Regular Interest for any Distribution Date, the sum of:  (A) Accrued Certificate Interest in respect of such Class or EC REMIC III Regular Interest for such Distribution Date, reduced (to not less than zero) by (1) any Net Aggregate Prepayment Interest Shortfall allocated on such Distribution Date to such Class or EC REMIC III Regular Interest pursuant to Section 6.7, (2) with respect to each of the Class B REMIC III Regular Interest, the Class C REMIC III Regular Interest and the Class D Certificates, any Trust Advisor Expenses allocated on such Distribution Date to such Class or EC REMIC III Regular Interest in reduction of the Distributable Certificate Interest thereon pursuant to Section 6.11, and (3) with respect to each of the Class C REMIC III Regular Interest and the Class D Certificates, any amounts reimbursable in accordance with Section 6.11(c), out of amounts otherwise distributable as interest in respect of such Class or EC REMIC III Regular Interest, to any more senior Class of Certificates or EC REMIC III Regular Interest on such Distribution Date in respect of Trust Advisor Expenses allocated on prior Distribution Dates to such more senior Class of Certificates or EC REMIC III Regular Interest pursuant to Section 6.11, plus (B) if such Distribution Date is subsequent to the initial Distribution Date, any Unpaid Interest in respect of such Class or EC REMIC III Regular Interest for such Distribution Date, plus (C) in the case of a Class of Principal Balance Certificates (other than the Exchangeable Certificates) or an EC REMIC III Regular Interest, if the Aggregate Certificate Balance of such Class of Certificates or the Certificate Balance of such EC REMIC III Regular Interest (and correspondingly, the Certificate Balances of any related Exchangeable Certificates), as applicable, is increased on such Distribution Date in accordance with clause (b) of the definition of “Certificate Balance”, the total amount of interest at the applicable Pass-Through Rate that would have accrued and been distributable with respect to the amount by which the related Aggregate Certificate Balance of such Class of Certificates or the related Certificate Balance of such EC REMIC III Regular Interest (and correspondingly, the Certificate Balances of any related Exchangeable Certificates) was so increased, if such Aggregate Certificate Balance of such Class of Certificates or such Certificate Balance of such EC REMIC III Regular Interest (and correspondingly, the Certificate Balances of any related Exchangeable Certificates) had not been reduced by that amount in connection with the allocation of Collateral Support Deficits in the first place, and assuming that any reinstatements of the Aggregate Certificate Balance of such Class of Certificates, or Certificate Balance of such EC REMIC III Regular Interest (and correspondingly, the Aggregate Certificate Balance of any related Exchangeable Certificates), are in reverse order of the original reductions therein, plus (D) in the case of each of the Class B REMIC III Regular Interest, the Class C REMIC III Regular Interest and the Class D Certificates, the amount of any Actual Recoveries of Trust Advisor Expenses allocated in accordance with Section 6.11(c) to such Class
 
 
36

 
 
of Certificates or EC REMIC III Regular Interest to increase the Distributable Certificate Interest thereof for such Distribution Date, plus (E) in the case of the Class B REMIC III Regular Interest and the Class C REMIC III Regular Interest, any amounts reimbursed in accordance with Section 6.11(c) to such Class of Certificates or EC REMIC III Regular Interest by any more junior Class of Certificates or EC REMIC III Regular Interest on such Distribution Date in respect of Trust Advisor Expenses allocated on prior Distribution Dates to the subject Class of Certificates or EC REMIC III Regular Interest pursuant to Section 6.11.  Any increase in the Distributable Certificate Interest with respect to any Class of Principal Balance Certificates (other than the Exchangeable Certificates) or EC REMIC III Regular Interest for any Distribution Date pursuant to clause (C) of the prior sentence shall result in a corresponding reduction of interest payable on unreimbursed allocations of Collateral Support Deficits in respect of such Class of Principal Balance Certificates (other than the Exchangeable Certificates) or EC REMIC III Regular Interest.
 
Distributable Interest” means, with respect to any REMIC I Regular Interest, REMIC II Regular Interest or Class X REMIC III Regular Interest for any Distribution Date, the sum of (A) Accrued Interest in respect of such REMIC I Regular Interest, REMIC II Regular Interest or Class X REMIC III Regular Interest, as the case may be, for such Distribution Date, reduced (to not less than zero) by (1) any Net Aggregate Prepayment Interest Shortfall allocated on such Distribution Date to such REMIC I Regular Interest, REMIC II Regular Interest or Class X REMIC III Regular Interest, as the case may be, pursuant to Section 6.7, and (2) in the case of each of REMIC II Regular Interest B, REMIC II Regular Interest C and REMIC II Regular Interest D, the aggregate amount in respect of the Class of Principal Balance Certificates (other than the Exchangeable Certificates) or EC REMIC III Regular Interest, as applicable, with the same alphabetic designation for such Distribution Date described in clause (A)(2) and clause (A)(3) of the definition of “Distributable Certificate Interest”, plus (B) if such Distribution Date is subsequent to the initial Distribution Date, any Unpaid Interest in respect of such REMIC I Regular Interest, REMIC II Regular Interest or Class X REMIC III Regular Interest, as the case may be, for such Distribution Date, plus (C) in the case of a REMIC II Regular Interest, if the REMIC II Principal Amount of such REMIC II Regular Interest is increased on such Distribution Date in accordance with the definition of “REMIC II Principal Amount” in conjunction with an increase in the Aggregate Certificate Balance of the Class of Corresponding Certificates (or in the case of REMIC II Regular Interest A-S, REMIC II Regular Interest B or REMIC II Regular Interest C, an increase in the Certificate Balance of the EC REMIC III Regular Interest with the same alphabetic designation), the total amount of interest at the applicable Pass-Through Rate that would have accrued and been distributable with respect to the amount by which the related REMIC II Principal Amount was so increased, if such REMIC II Principal Amount had not been reduced by that amount in connection with the allocation of Collateral Support Deficits in the first place and assuming that the reinstatement of REMIC II Principal Amount is in reverse order of the original reductions therein, plus (D) in the case of each of REMIC II Regular Interest B, REMIC II Regular Interest C and REMIC II Regular Interest D, the aggregate amount in respect thereof (or in respect of the Class of Corresponding Certificates or, in the case of each of REMIC II Regular Interest B and REMIC I Regular Interest C, in respect of the EC REMIC III Regular Interest with the same alphabetic designation) for such Distribution Date described in clause (D) and clause (E) of the definition of “Distributable Certificate Interest”.  Any increase in the Distributable Interest with respect to any REMIC II Regular Interest for any Distribution Date pursuant to clause (C) of the prior sentence
 
 
37

 
 
shall result in a corresponding reduction of interest payable on unreimbursed allocations of Collateral Support Deficits in respect of such REMIC II Regular Interest.
 
Distribution Account” means the Distribution Account maintained by the Certificate Administrator on behalf of the Trustee, in accordance with the provisions of Section 5.3.
 
Distribution Date” means, with respect to any Determination Date, the fourth (4th) Business Day after the related Determination Date, commencing in July 2014.  The first Distribution Date shall be July 17, 2014.
 
Distribution Date Statement” means, with respect to any Distribution Date, a report substantially in the form of Exhibit K attached hereto, setting forth, among other things, the following information:
 
(a)           the amount of the distribution on such Distribution Date to the Holders of each Class of Principal Balance Certificates in reduction of the Aggregate Certificate Balance of such Class of Certificates (with respect to the Class PST Certificates, also separately identifying the portion of such amount allocated to each Class PST Component);
 
(b)           the amount of the distribution on such Distribution Date to the Holders of each Class of REMIC III Regular Certificates and Exchangeable Certificates allocable to the interest distributable on such Class of Certificates (with respect to the Class PST Certificates, also separately identifying the portion of such amount allocated to each Class PST Component);
 
(c)           the aggregate amount of P&I Advances made in respect of the Mortgage Loans (including REO Mortgage Loans) for such Distribution Date;
 
(d)           the aggregate amount of compensation paid to the Certificate Administrator, Trustee, Custodian and the Trust Advisor, and servicing compensation paid to the Master Servicer and the Special Servicer, in respect of the related Distribution Date;
 
(e)           the aggregate Stated Principal Balance of the Mortgage Loans (including REO Mortgage Loans) outstanding immediately before and immediately after such Distribution Date;
 
(f)           the number, aggregate principal balance, weighted average remaining term to maturity and weighted average Mortgage Rate of the Mortgage Loans (excluding REO Mortgage Loans) as of the end of the related Collection Period;
 
(g)           (i) the number and aggregate principal balance of Mortgage Loans (A) delinquent 30-59 days, (B) delinquent 60-89 days, (C) delinquent ninety (90) days or more and (D) current but specially serviced or in foreclosure but not an REO Property and (ii) the information described in Item 1100(b)(5) of Regulation AB to the extent material;
 
(h)           the value of any REO Property included in the Trust Fund as of the end of the related Collection Period, on a loan-by-loan basis, based on the most recent appraisal or valuation;
 
 
38

 
 
(i)           the Available Distribution Amount for such Distribution Date;
 
(j)           the amount of the distribution on such Distribution Date to the Holders of any Class of REMIC III Regular Certificates or Exchangeable Certificates allocable to Prepayment Premiums (with respect to the Class PST Certificates, also separately identifying the portion of such amount allocated to each Class PST Component);
 
(k)          the total Distributable Certificate Interest for each Class of Certificates (other than the Exchangeable Certificates) and each EC REMIC III Regular Interest (and separately identifying the portions of such amount attributable to each of the corresponding Class of Exchangeable Certificates and the corresponding Class PST Component that has the same letter designation as such EC REMIC III Regular Interest) for such Distribution Date, whether or not paid;
 
(l)           the Pass-Through Rate in effect for each Class of REMIC III Regular Certificates, EC REMIC III Regular Interest and Exchangeable Certificates (other than the Class PST Certificates) for such Distribution Date;
 
(m)         the Principal Distribution Amount for such Distribution Date, separately setting forth the portion thereof that represents scheduled principal and the portion thereof representing prepayments and other unscheduled collections in respect of principal;
 
(n)          the Aggregate Certificate Balance or Notional Amount, as the case may be, of each Class of REMIC III Regular Certificates, each Class of Exchangeable Certificates (and, in the case of the Class PST Certificates, the portion of such amount attributable to each Class PST Component) and each EC REMIC III Regular Interest immediately before and immediately after such Distribution Date, separately identifying any reduction in these amounts as a result of the allocation of Collateral Support Deficit (and, in the case of the Class PST Certificates, the portion of such amount allocable to each Class PST Component) and Excess Trust Advisor Expenses (and, in the case of the Class PST Certificates, the portion of such amount allocable to each Class PST Component);
 
(o)          the amount of any Appraisal Reductions in effect as of such Distribution Date on a loan-by-loan basis and the aggregate amount of Appraisal Reductions as of such Distribution Date;
 
(p)          the number and aggregate principal balance of any Mortgage Loans extended or modified during the related Collection Period on a loan-by-loan basis;
 
(q)          the amount of any remaining unpaid Distributable Certificate Interest for each Class of Certificates (other than the Class V and Class R Certificates) and each EC REMIC III Regular Interest (and, in the case of the Class PST Certificates, the portion of such amount allocable to each Class PST Component); and, in the case of the Class B, Class PST, Class C and Class D Certificates, any unreimbursed interest shortfalls for such Class of Certificates resulting from the allocation of Trust Advisor Expenses (and, in the case of the Class PST Certificates, the portion of such amount allocable to each Class PST Component), as of the close of business on such Distribution Date;
 
 
39

 
 
(r)          a loan-by-loan listing of each Mortgage Loan which was the subject of a Principal Prepayment during the related Collection Period and the amount of such Principal Prepayment occurring;
 
(s)          the amount of the distribution on such Distribution Date to the Holders of each Class of Principal Balance Certificates in reimbursement of Collateral Support Deficits (and, in the case of the Class PST Certificates, the portion of such amount allocable to each Class PST Component) and Trust Advisor Expenses (with respect to the Class PST Certificates, separately identifying such amount allocated to each of the Class PST Components) previously allocated thereto;
 
(t)           the aggregate Unpaid Principal Balance of the Mortgage Loans (including REO Mortgage Loans) outstanding as of the close of business on the related Determination Date;
 
(u)          with respect to any Mortgage Loan as to which a Final Recovery Determination was made during the related Collection Period (other than through a payment in full), (A) the loan number thereof, (B) the aggregate of all Liquidation Proceeds which are included in the Available Distribution Amount and other amounts received in connection with the Final Recovery Determination (separately identifying the portion thereof allocable to distributions on the Certificates), and (C) the amount of any Realized Loss attributable to the Final Recovery Determination;
 
(v)          with respect to any REO Property as to which a Final Recovery Determination was made during the related Collection Period, (A) the loan number of the related Mortgage Loan, (B) the aggregate of all Liquidation Proceeds and other amounts received in connection with that determination (separately identifying the portion thereof allocable to distributions on the Certificates), and (C) the amount of any Realized Loss attributable to the related REO Mortgage Loan in connection with that determination;
 
(w)         the aggregate amount of interest on P&I Advances in respect of the Mortgage Loans paid to the Master Servicer and/or the Trustee since the prior Distribution Date;
 
(x)          the aggregate amount of interest on Servicing Advances in respect of the mortgage loans paid to the Master Servicer, the Special Servicer and/or the Trustee since the prior Distribution Date;
 
(y)         a loan-by-loan listing of any Mortgage Loan which was defeased during the related Collection Period;
 
(z)          a loan-by-loan listing of any Mortgage Loan that was the subject of material modification, extension or waiver during the related Collection Period;
 
(aa)        a loan-by-loan listing of any Mortgage Loan that was the subject of a Material Breach of a representation or warranty given with respect to any such Mortgage Loan by the applicable Seller, as provided by the Master Servicer, the Special Servicer or the Depositor;
 
 
40

 
 
(bb)           the respective amounts of the distributions on such Distribution Date to the Holders of the Class V and Class R Certificates;
 
(cc)           the Distribution Date, Record Date, Interest Accrual Period and Determination Date for the related Distribution Date;
 
(dd)           an itemized listing of any Disclosable Special Servicer Fees received by the Special Servicer or any of its Affiliates during the related Collection Period;
 
(ee)           exchanges of Exchangeable Certificates that took place since the last Distribution Date and the designations of the applicable Classes that were exchanged or, if applicable, that no such exchanges have occurred; and
 
(ff)           the amount of any CREFC® License Fee payable on such Distribution Date.
 
In the case of the information contemplated by clauses (a), (b), (d), (j), (k), (q) and (s) of this definition, the amounts shall be expressed as a dollar amount in the aggregate for all Certificates of each applicable Class and per $1,000 of original Certificate Balance or Notional Amount, as the case may be.
 
If and for so long as the Trust is subject to the reporting requirements of the Exchange Act, no Distribution Date Statement that is part of an Exchange Act Filing shall include references to the Rating Agencies or any ratings ascribed by any Rating Agency to any Class of Certificates; provided, that the form of Distribution Date Statement posted on the Certificate Administrator’s Website may include such information.
 
Due Date” means, with respect to a Mortgage Loan, a Serviced Companion Loan or a B Note, the date on which a Scheduled Payment is (or in the case of a Balloon Loan past its maturity date or an REO Loan, would otherwise have been) due.
 
EC REMIC III Regular Interest” means any of the Class A-S REMIC III Regular Interest, the Class B REMIC III Regular Interest or the Class C REMIC III Regular Interest.
 
EDGAR” means the Commission’s Electronic Data Gathering, Analysis and Retrieval System.
 
EDGAR-Compatible Format” means any format compatible with EDGAR, including HTML, Word or clean, searchable PDFs.
 
Eligible Account” means an account (or accounts) that is any of the following:  (i) maintained with a depository institution or trust company (A) whose commercial paper, short-term unsecured debt obligations or other short-term deposits are rated at least “F1” by Fitch and at least “P-1” by Moody’s, in the case of accounts in which funds are held for 30 days or less or, in the case of accounts in which funds are held for more than 30 days, the long-term unsecured debt obligations of which are rated at least “A+” by Fitch (or “A” by Fitch so long as the commercial paper, short-term unsecured debt obligations or other short-term deposits of such
 
 
41

 
 
depository institution or trust company are rated no less than “F1” by Fitch) and at least “A2” by Moody’s, (ii) an account or accounts maintained with Wells Fargo Bank, National Association so long as such entity’s long term unsecured debt rating shall be at least “A-” from Fitch and at least “A2” from Moody’s, if the deposits are to be held in the account for more than thirty (30) days or such entity’s commercial paper, short-term deposit or short-term unsecured debt rating shall be at least “F1” from Fitch and at least “P-1” from Moody’s, if the deposits are to be held in the account for thirty (30) days or less, (iii) a segregated trust account maintained with the trust department of a federal or state chartered depository institution or trust company (which, subject to the remainder of this clause (iii), may include the Certificate Administrator, the Custodian or the Trustee) acting in its fiduciary capacity, and which, in either case, has a combined capital and surplus of at least $50,000,000 and is subject to supervision or examination by federal or state authority and to regulations regarding fiduciary funds on deposit similar to Title 12 of the Code of Federal Regulations Section 9.10(b) and the long-term unsecured debt obligations of which are rated at least “A2” by Moody’s, (iv) a transaction account maintained with a depository institution or trust company in which such account is fully insured by the FDIC’s Transaction Account Guarantee Program, (v) an account other than one listed in clauses (i)(iv) above that is maintained with any insured depository institution that is the subject of a Rating Agency Confirmation from each and every Rating Agency or (vi) an account that, but for the failure to satisfy one or more of the minimum rating(s) set forth in the applicable clause, would be listed in clauses (i) and (ii) above that is the subject of a Rating Agency Confirmation from each Rating Agency for which the minimum rating(s) set forth in the applicable clause is not satisfied with respect to such account.
 
Eligible Investments” means any one or more of the following financial assets or other property:
 
(i)           direct obligations of, or obligations fully guaranteed as to timely payment of principal and interest by, the United States or any agency or instrumentality thereof, provided that each such obligation is backed by the full faith and credit of the United States;
 
(ii)           demand or time deposits in, unsecured certificates of deposit of, money market deposit accounts of, or bankers’ acceptances issued by, any depository institution or trust company (including the Trustee, the Custodian, the Master Servicer, the Certificate Administrator or any Affiliate of the Trustee, the Custodian, the Master Servicer or the Certificate Administrator, acting in its commercial capacity) incorporated or organized under the laws of the United States of America or any State thereof and subject to supervision and examination by federal or state banking authorities, so long as the commercial paper or other short-term debt obligations of such depository institution or trust company are rated in the highest short-term debt rating category of Fitch and Moody’s, or in the case of any such Rating Agency such lower rating as is the subject of a Rating Agency Confirmation and, if the investment described in this clause has a term in excess of three months, the long-term debt obligations of such depository institution or trust company have been assigned a rating by each Rating Agency at least equal to “AAA” (or the equivalent) by each of the Rating Agencies (or, if not rated by a particular Rating Agency, (A) an equivalent (or higher) rating such as that listed above by at least two NRSROs (which may include Fitch, Moody’s and/or S&P) has been assigned to the long-term debt obligations of such depository institution or trust company or (B)
 
 
42

 
 
such Rating Agency has issued a Rating Agency Confirmation with respect to such investment as an Eligible Investment);
 
(iii)           repurchase agreements or obligations with respect to any security set forth in clause (i) above where such security has a remaining maturity of one (1) year or less and where such repurchase obligation has been entered into with a depository institution or trust company (acting as principal) set forth in clause (ii) above and where such repurchase obligation will mature prior to the Business Day preceding the next date upon which, as set forth in this Agreement, such amounts are required to be withdrawn from the Collection Account and which meets the minimum rating requirement for such entity set forth above;
 
(iv)           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) rated as follows: (A) if rated by Fitch, such commercial paper is rated “F1” or better, unless the obligation is for a term of more than thirty (30) days, in which case such commercial paper either (i) is rated “F1+” or (ii) is rated “F1” and carries a long term rating of “AA-” or better (or, if not rated by Fitch, otherwise acceptable to Fitch as confirmed in a Rating Agency Confirmation); (B) if rated by Moody’s, such commercial paper is rated (i) “A2” or “P-1” if maturing in one (1) month or less, (ii) “A1” and “P-1” if maturing in three (3) months or less but more than one (1) month, (iii) “Aa3” and “P-1” if maturing in six (6) months or less but more than three (3) months, or (iv) “Aaa” and “P-1” if maturing in over six (6) months (provided, that in the case of clauses (ii), (iii) and (iv), investment of funds in any Escrow Account or Reserve Account must only be rated “P-1” by Moody’s) (or, if not rated by Moody’s, otherwise acceptable to Moody’s as confirmed in a Rating Agency Confirmation); provided that the investments described in this clause must (A) have a predetermined fixed dollar of principal due at maturity that cannot vary or change, (B) if such investments have a variable rate of interest, such interest rate must be tied to a single interest rate index plus a fixed spread (if any) and must move proportionately with that index; and (C) such investments must not be subject to liquidation prior to their maturity;
 
(v)           guaranteed reinvestment agreements maturing within 365 days or less issued by any bank, insurance company or other corporation the short-term unsecured debt obligations of which are rated in the highest short-term debt rating category of each of Fitch (or such lower rating for which Rating Agency Confirmation is obtained from Fitch) and Moody’s (or such lower rating for which Rating Agency Confirmation is obtained from Moody’s) and the long-term unsecured debt obligations of which are rated in the highest long-term category by Fitch (or such lower rating for which Fitch has provided a Rating Agency Confirmation) and Moody’s (or such lower rating for which Moody’s has provided a Rating Agency Confirmation);
 
(vi)           Wells Fargo Advantage Heritage Money Market Fund or any other money market funds (including those managed or advised by the Certificate Administrator or its affiliates) that maintain a constant asset value and that are rated by Fitch and Moody’s in its highest money market fund ratings category;
 
(vii)           an obligation, security or investment that, but for the failure to satisfy one or more of the minimum rating(s) set forth in the applicable clause, would be listed in clauses (ii) - (vi) above, and is the subject of a Rating Agency Confirmation from each Rating
 
 
43

 
 
Agency for which the minimum rating(s) set forth in the applicable clause is not satisfied with respect to such obligation, security or investment; and
 
(viii)           any other obligation, security or investment other than one listed in clauses (i)(vi) above, that is the subject of a Rating Agency Confirmation from each and every Rating Agency;
 
provided (A) such investment is held for a temporary period pursuant to Section 1.860G-2(g)(i) of the Treasury Regulations, (B) such investment is payable by the obligor in U.S. dollars, and (C) that no such instrument shall be an Eligible Investment (1) if such instrument evidences either (a) a right to receive only interest payments or only principal payments with respect to the obligations underlying such instrument or (b) a right to receive both principal and interest payments derived from obligations underlying such instrument and the principal and interest payments with respect to such instrument provide a yield to maturity of greater than 120% of the yield to maturity at par of such underlying obligations, or (2) if it may be redeemed at a price below the purchase price or (3) if it is not treated as a “permitted investment” that is a “cash flow investment” under Section 860G(a)(5) of the Code; and provided, further, that any such instrument shall have a maturity date no later than the date such instrument is required to be used to satisfy the obligations under this Agreement, and, in any event, shall not have a maturity in excess of one (1) year; any such instrument must have a predetermined fixed dollar of principal due at maturity that cannot vary or change; interest on any variable rate instrument shall be tied to a single interest rate index plus a single fixed spread (if any) and move proportionally with that index; and provided, further, that no amount beneficially owned by any REMIC Pool (including any amounts collected by the Master Servicer but not yet deposited in the Collection Account) may be invested in investments treated as equity interests for Federal income tax purposes.  No Eligible Investments shall be purchased at a price in excess of par.  For the purpose of this definition, units of investment funds (including money market funds) shall be deemed to mature daily.
 
Eligible Trust Advisor” means an entity that (i) (A) is (or as to which each of the personnel responsible for supervising the obligations of the Trust Advisor is) (I) regularly engaged in the business of analyzing and advising clients in commercial mortgage-backed securities matters and has at least five (5) years of experience in collateral analysis and loss projections and (II) has (or as to which each of the personnel responsible for supervising the obligations of the Trust Advisor has) at least five (5) years of experience in commercial real estate asset management and in the workout and management of distressed commercial real estate assets or (B) is the special servicer or trust advisor/operating advisor on a commercial mortgage-backed securities transaction rated by DBRS, Fitch, KBRA, Moody’s, Morningstar or S&P (including, in the case of Situs Holdings, LLC, this transaction) but has not been special servicer on a transaction for which DBRS, Fitch, KBRA, Moody’s, Morningstar or S&P has qualified, downgraded or withdrawn its rating or ratings of one or more classes of certificates for such transaction citing servicing concerns with the special servicer as the sole or material factor in such rating action, (ii) is not the Depositor, a Seller, the Master Servicer, the Special Servicer or any Affiliate of any of the foregoing, (iii) can and will make the representations and warranties set forth in Section 10.6, (iv) is not the Controlling Class Representative, a Loan-Specific Directing Holder or an Affiliate of the Controlling Class Representative or a Loan-Specific Directing Holder and (v) has not been paid by the Special Servicer or successor special
 
 
44

 
 
servicer any fees, compensation or other remuneration (x) in respect of its obligations under this Agreement or (y) for the appointment or recommendation for replacement of a successor special servicer to become the Special Servicer.
 
Environmental Insurance Policy” shall mean, with respect to any Mortgage Loan or the related 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 Mortgage Loan, Mortgaged Property or REO Property, as the case may be, for the benefit of, among others, the Trustee on behalf of the Certificateholders.
 
Environmental Laws” means any and all federal, state and local statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or other governmental restrictions, now or hereafter in effect, relating to health or the environment or to emissions, discharges or releases of chemical substances, including, without limitation, any and all pollutants, contaminants, petroleum or petroleum products, asbestos or asbestos-containing materials, polychlorinated biphenyls, urea-formaldehyde insulation, radon, industrial, toxic or hazardous substances or wastes, into the environment, including, without limitation, ambient air, surface water, ground water or land, or otherwise relating to the manufacture, processing, distribution, use, labeling, registration, treatment, storage, disposal, transport or handling of any of the foregoing substances or wastes or the clean-up or other remediation thereof.
 
ERISA” means the Employee Retirement Income Security Act of 1974, as amended.
 
Escrow Account” means an account established by or on behalf of the Master Servicer pursuant to, and in accordance with the requirements of, Section 8.3(e).
 
Escrow Amount” means any amount payable with respect to a Mortgage Loan, A/B Whole Loan or Loan Pair for taxes, assessments, water rates, Standard Hazard Insurance Policy premiums, ground lease payments, reserves for capital improvements, deferred maintenance, repairs, tenant improvements, leasing commissions, rental achievements, environmental matters and other reserves or comparable items.
 
Euroclear Bank” means Euroclear Bank, S.A./N.V., as operator of the Euroclear system.
 
Excess Interest” means, with respect to any ARD Mortgage Loan that is not prepaid in full on or before its Anticipated Repayment Date, the excess, if any of (i) interest accrued at the rate of interest applicable to such Mortgage Loan after such Anticipated Repayment Date (plus any interest on such interest as may be provided for under the related Mortgage Loan documents) over (ii) interest accrued at the rate of interest applicable to such Mortgage Loan before such Anticipated Repayment Date, to the extent such excess interest is payable under the related Mortgage Loan documents only after the outstanding principal balance of the related ARD Mortgage Loan has been paid in full.  Excess Interest on an ARD Mortgage Loan is an asset of the Trust, but shall not be an asset of any REMIC Pool formed hereunder.
 
 
45

 
 
 
Excess Interest Sub-account” means an administrative account deemed to be a sub-account of the Distribution Account.  The Excess Interest Sub-account shall not be an asset of any REMIC Pool.
 
Excess Liquidation Proceeds” means, with respect to any Mortgage Loan, the excess of (i) Liquidation Proceeds of a Mortgage Loan or related REO Property, over (ii) the amount that would have been received if a Principal Prepayment in full had been made with respect to such Mortgage Loan (or, in the case of an REO Property related to an A/B Whole Loan, a Principal Prepayment in full had been made with respect to both the related A Note and B Note, or, in the case of an REO Property related to a Loan Pair, a Principal Prepayment in full had been made with respect to both the Serviced Pari Passu Mortgage Loan and the Serviced Companion Loan) on the date such proceeds were received plus accrued and unpaid interest with respect to such Mortgage Loan and any and all expenses (including Additional Trust Expenses and Unliquidated Advances) with respect to such Mortgage Loan.  In the case of an A/B Whole Loan or Loan Pair, Excess Liquidation Proceeds means only the portion of such proceeds that are allocated to the Trust pursuant to the related Intercreditor Agreement.
 
Excess Liquidation Proceeds Reserve Account” means the Excess Liquidation Proceeds Reserve Account maintained by the Certificate Administrator in accordance with the provisions of Section 5.3, which shall be a subaccount of an Eligible Account.
 
Excess Modification Fees” means, with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan), A/B Whole Loan or Loan Pair, the sum of (a) any and all Unallocable Modification Fees with respect to any modification, waiver, extension or amendment of any of the terms of such Mortgage Loan (or A/B Whole Loan or Loan Pair, as applicable) (exclusive, in the case of an A/B Whole Loan or a Loan Pair, of any portion of such Modification Fees payable to the holder of the related B Note or Serviced Companion Loan, as applicable, pursuant to the related Intercreditor Agreement), (b) the excess, if any, of (i) any and all Allocable Modification Fees with respect to any modification, waiver, extension or amendment of any of the terms of such Mortgage Loan (or A/B Whole Loan or Loan Pair, as applicable) (exclusive, in the case of an A/B Whole Loan or a Loan Pair, of any portion of such Modification Fees payable to the holder of the related B Note or Serviced Companion Loan, as applicable, pursuant to the related Intercreditor Agreement), over (ii) all unpaid or unreimbursed Additional Trust Expenses outstanding or previously incurred with respect to such Mortgage Loan (or A/B Whole Loan or Loan Pair, as applicable) that are reimbursed from such Allocable Modification Fees (which Additional Trust Expenses shall be reimbursed from such Allocable Modification Fees (exclusive, in the case of an A/B Whole Loan or a Loan Pair, of any portion of such Allocable Modification Fees payable to the holder of the related B Note or Serviced Companion Loan, as applicable, pursuant to the related Intercreditor Agreement)), and (c) expenses previously paid or reimbursed from Allocable Modification Fees as described in the preceding clause (b), which expenses have been recovered from the related Mortgagor or otherwise.
 
Excess Penalty Charges” means, with respect to any Mortgage Loan, A/B Whole Loan or Loan Pair, the sum of (a) the excess, if any, of (i) any and all Penalty Charges collected in respect of such Mortgage Loan, A/B Whole Loan or Loan Pair, as the case may be (exclusive, in the case of an A/B Whole Loan or a Loan Pair, of any portion of such Penalty
 
 
46

 
 
Charges payable to the holder of the related B Note or Serviced Companion Loan, as applicable, pursuant to the related Intercreditor Agreement), over (ii) all unpaid or unreimbursed Additional Trust Expenses outstanding or previously incurred, with respect to the related Mortgage Loan, A/B Whole Loan or Loan Pair, as the case may be, that are reimbursed from such Penalty Charges (which Additional Trust Expenses shall be reimbursed from such Penalty Charges (exclusive, in the case of an A/B Whole Loan or a Loan Pair, of any portion of such Penalty Charges payable to the holder of the related B Note or Serviced Companion Loan, as applicable, pursuant to the related Intercreditor Agreement)), and (b) expenses previously paid or reimbursed from Penalty Charges as described in the preceding clause (a), which expenses have been recovered from the related Mortgagor or otherwise.
 
Excess Servicing Fee” means with respect to each Mortgage Loan and Serviced Companion Loan (and any successor REO Loan with respect thereto), that portion of the Master Servicing Fee that accrues in the same manner as the Master Servicing Fee at a per annum rate equal to the Excess Servicing Fee Rate.
 
Excess Servicing Fee Rate” means with respect to each Mortgage Loan and Serviced Companion Loan (and any successor REO Loan with respect thereto), a rate per annum equal to the Master Servicing Fee Rate minus 0.01% (1.0 basis point); provided, that such rate shall be subject to reduction at any time following any resignation of the Master Servicer pursuant to Section 8.22 of this Agreement (if no successor is appointed in accordance with such Section) or any termination of the Master Servicer pursuant to Section 8.28 of this Agreement, to the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee to appoint a qualified successor Master Servicer (which successor may include the Trustee) that meets the requirements of Section 8.22(b) of this Agreement.
 
Excess Servicing Fee Right” means with respect to each Mortgage Loan and Serviced Companion Loan (and any successor REO Loan with respect thereto), the right to receive the related Excess Servicing Fee.  In the absence of any transfer of any Excess Servicing Fee Right, the Master Servicer shall be the owner of such Excess Servicing Fee Right.
 
Excess Trust Advisor Expenses” means, with respect to each Distribution Date, an amount equal to the positive amount, if any, of the Trust Advisor Expenses for such Distribution Date, less the amount of any such Trust Advisor Expenses allocated to reduce the aggregate Distributable Certificate Interest of the Class B REMIC III Regular Interest (and correspondingly, the Class B Certificates and the Class PST Certificates, pro rata, based on the Class B Percentage Interest and the Class B-PST Percentage Interest, respectively, in the Class B REMIC III Regular Interest), Class C REMIC III Regular Interest (and correspondingly, the Class C Certificates and the Class PST Certificates, pro rata, based on the Class C Percentage Interest and the Class C-PST Percentage Interest, respectively, in the Class C REMIC III Regular Interest) and the Class D Certificates for such Distribution Date.
 
Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.
 
 
47

 
 
Exchange Act Filing” means each report on Form 10-D, Form 10-K or Form 8-K that has been filed by the Certificate Administrator with respect to the Trust through the EDGAR system.
 
Exchange Certification” means an Exchange Certification substantially in the form set forth in Exhibit G hereto executed by a holder of an interest in a Regulation S Global Certificate or a Rule 144A Global Certificate, as applicable.
 
Exchange Date” has the meaning set forth in Section 3.10(a) of this Agreement.
 
Exchange Proportion” means Exchangeable Certificates consisting of Class A-S, Class B and Class C Certificates with original Aggregate Certificate Balances (regardless of current Aggregate Certificate Balance) that represent approximately 33.33%, 43.94% and 22.73%, respectively, of the original Aggregate Certificate Balances of all Class A-S, Class B and Class C Certificates involved in the exchange.
 
Exchangeable Certificate” means any of the Class A-S, Class B, Class PST or Class C Certificates.
 
Exemption” means each of the individual prohibited transaction exemptions relating to pass-through certificates and the operation of asset pool investment trusts granted by the United States Department of Labor to the Underwriters and Initial Purchasers, as amended.
 
Expense Loss” means a loss realized upon payment by the Trust of an Additional Trust Expense.
 
Extension” has the meaning set forth in Section 9.15(a).
 
Fannie Mae” means the Federal National Mortgage Association, or any successor thereto.
 
FDIC” means the Federal Deposit Insurance Corporation or any successor thereto.
 
Final Asset Status Report” means, with respect to any Specially Serviced Mortgage Loan, each related Asset Status Report, together with such other data or supporting information provided by the Special Servicer to the Controlling Class Representative or any related Loan-Specific Directing Holder, in each case, which does not include any communication (other than the related Final Asset Status Report) between the Special Servicer and the Controlling Class Representative or any related Loan-Specific Directing Holder, as applicable, 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 (i) the Applicable Control Party 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 actions, or has been deemed to have approved or consented to such actions, or (ii) the Asset Status Report is otherwise implemented by the Special Servicer in accordance with this Agreement.
 
 
48

 
 
Final Certification” has the meaning set forth in Section 2.2.
 
Final Judicial Determination” has the meaning set forth in Section 2.3(a).
 
Final Prospectus” has the meaning set forth in the Preliminary Statement hereto.
 
Final Recovery Determination” means a determination with respect to any Mortgage Loan, B Note, Serviced Companion Loan or REO Property by the Special Servicer in consultation with the Applicable Control Party, and the Master Servicer (including a Mortgage Loan, a Serviced Companion Loan or a B Note that relates to an REO Property), in each case, in its good faith discretion, consistent with the Servicing Standard, that all Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds, Purchase Proceeds and other payments or recoveries that the Special Servicer expects to be finally recoverable on such Mortgage Loan, B Note, Serviced Companion Loan or REO Property, without regard to any obligation of the Master Servicer, the Special Servicer or the Trustee, as the case may be, to make payments from its own funds pursuant to Article IV hereof, have been recovered.
 
Final Scheduled Distribution Date” means, for each Class of rated Certificates, the Distribution Date on which such Class would be paid in full if payments were made on the Mortgage Loans in accordance with their terms, except that ARD Mortgage Loans are assumed to be repaid on their Anticipated Repayment Dates.
 
Financial Market Publishers” means BlackRock Financial Management, Inc., Trepp, LLC, Bloomberg L.P., CMBS.com, Inc., Intex Solutions, Inc. and Markit, or any successor entities thereof.
 
Fitch” means Fitch Ratings, Inc. or its successor in interest.
 
Form 8-K Disclosure Information” has the meaning set forth in Section 13.7.
 
Free Writing Prospectus” has the meaning set forth in the Preliminary Statement hereto.
 
Freddie Mac” means the Federal Home Loan Mortgage Corporation, or any successor thereto.
 
Global Certificate” means any Registered Global Certificate, Rule 144A Global Certificate, Regulation S Temporary Global Certificate or Regulation S Permanent Global Certificate.
 
Government Securities” has the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended.
 
Grantor Trust” has the meaning set forth in the Preliminary Statement hereto.
 
Hazardous Materials” means 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.
 
 
49

 
 
Section 9601 et seq., or any other environmental laws now or hereafter 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.
 
Hilton San Francisco Financial District Intercreditor Agreement” means the intercreditor, co-lender or comparable agreement between the initial holders of the Hilton San Francisco Financial District Mortgage Loan and the Hilton San Francisco Financial District Serviced Companion Loan.
 
Hilton San Francisco Financial District Loan Pair” means, collectively, the Hilton San Francisco Financial District Mortgage Loan and the Hilton San Francisco Financial District Serviced Companion Loan.
 
Hilton San Francisco Financial District Mortgage” means the Mortgage securing the Hilton San Francisco Financial District Mortgage Loan and the Hilton San Francisco Financial District Serviced Companion Loan.
 
Hilton San Francisco Financial District Mortgage Loan” means the Mortgage Loan identified as “Hilton San Francisco Financial District” on the Mortgage Loan Schedule and that is pari passu in right of payment with the Hilton San Francisco Financial District Serviced Companion Loan to the extent set forth in the Hilton San Francisco Financial District Intercreditor Agreement.  The Hilton San Francisco Financial District Mortgage Loan is a “Mortgage Loan.”
 
Hilton San Francisco Financial District Serviced Companion Loan” means the promissory note designated “Note A-1” that is not included in the Trust and is secured on a pari passu basis with the Hilton San Francisco Financial District Mortgage Loan to the extent set forth in the Hilton San Francisco Financial District Intercreditor Agreement.  The Hilton San Francisco Financial District Serviced Companion Loan is not a “Mortgage Loan.”
 
Holder” means the Person in whose name a Certificate is registered on the Certificate Register (and, solely for the purposes of distributing reports, statements or other information pursuant to this Agreement, any Certificate Owner or potential transferee of a Certificate to the extent the Person distributing such information has been provided with an Investor Certification; provided, that this Agreement, the Final Prospectus, the Distribution Date Statements and the Exchange Act Reports shall be made available to the general public).  Solely 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 Trustee, the Certificate Administrator, the Custodian, the Trust Advisor, a manager of a Mortgaged Property, a Mortgagor or any of their respective Affiliates will be deemed not to be outstanding and the Voting Rights to which they are entitled will 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.  Notwithstanding the foregoing, for purposes of obtaining the consent of Certificateholders to an amendment of this Agreement, any Certificate beneficially owned by the Depositor, the Master Servicer, the Special Servicer, the
 
 
50

 
 
Trustee, the Trust Advisor, the Certificate Administrator, the Custodian or any of their Affiliates will be outstanding if such amendment does not relate to the termination, increase in compensation or material reduction of obligations of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Trust Advisor, the Certificate Administrator, the Custodian or any of their Affiliates.  Also, notwithstanding the foregoing, the restrictions above will not apply to the exercise of the rights of the Master Servicer, the Special Servicer or an Affiliate of the Master Servicer or the Special Servicer, if any, as a member of the Controlling Class.
 
Independent” means, when used with respect to (i) any Accountants, a Person who is “independent” within the meaning of Rule 2-01(B) of the Commission’s Regulation S-X and (ii) any other Person, a Person who (A) is in fact independent of another specified Person and any Affiliate of such other Person, (B) does not have any material direct or indirect financial interest in such other Person or any Affiliate of such other Person, (C) is not connected with such other Person or any Affiliate of such other Person as an officer, employee, promoter, underwriter, trustee, partner, director or Person performing similar functions and (D) is not a member of the immediate family of a Person described in clause (B) or (C) above.
 
Independent Contractor” means, either (i) with respect to any Mortgage Loan (A) that is not a Specially Serviced Mortgage Loan, any Person designated by the Master Servicer (other than the Master Servicer, but which may be an Affiliate of the Master Servicer), or (B) that is a Specially Serviced Mortgage Loan, any Person designated by the Special Servicer that would be an “independent contractor” with respect to a REMIC Pool within the meaning of Section 856(d)(3) of the Code if such REMIC Pool were a real estate investment trust (except that the ownership test set forth in such Section shall be considered to be met by any Person that owns, directly or indirectly, 35% or more of the Aggregate Certificate Balance or Notional Amount, as the case may be, of any Class of the Certificates (other than the Class V and the Class R Certificates), a Percentage Interest of 35% or more in the Class V Certificates, a Percentage Interest of 35% or more in the Class R Certificates or such other interest in any Class of the Certificates or of the applicable REMIC Pool as is set forth in an Opinion of Counsel, which shall be at no expense to the Trustee or the Trust) so long as such REMIC Pool does not receive or derive any income from such Person and provided that the relationship between such Person and such REMIC is at arm’s length, all within the meaning of Treasury Regulations Section 1.856-4(b)(5), or (ii) any other Person (including the Master Servicer or the Special Servicer) upon receipt by the Trustee of an Opinion of Counsel, which shall be at the expense of the Person delivering such opinion to the Trustee, 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 Section 860G(a)(8) of the Code (determined without regard to the exception applicable for purposes of Section 860D(a) of the Code), or cause any income realized in respect of such REO Property to fail to qualify as Rents from Real Property.
 
Initial Certification” has the meaning set forth in Section 2.2.
 
Initial Deposit” means the amount of all collections made on the Mortgage Loans from the Cut-Off Date to and excluding the Closing Date.
 
 
51

 
 
Initial Purchaser” means each of Morgan Stanley & Co. LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated and, in each case, its respective successor in interest.
 
Inquiries” has the meaning set forth in Section 5.4(c).
 
Inspection Reportmeans, with respect to a Mortgaged Property, a report substantially in the form of, and containing the information called for in, the downloadable form of the “Property Inspection Form” available on the CREFC® Website.
 
Institutional Accredited Investor” means an institutional accredited investor qualifying pursuant to Rule 501(a)(1), (2), (3) or (7) of Regulation D of the Securities Act.
 
Insurance Policies” means, collectively, any Standard Hazard Insurance Policy, flood insurance policy, title insurance policy, terrorism insurance policy or Environmental Insurance Policy relating to the Mortgage Loans or the Mortgaged Properties in effect as of the Closing Date or thereafter during the term of this Agreement.
 
Insurance Proceeds” means amounts paid by the insurer under any Insurance Policy in connection with a Mortgage Loan, B Note or Serviced Companion Loan, other than amounts required to be paid over to the Mortgagor pursuant to law and the related Mortgage Loan documents in accordance with the Servicing Standard.  With respect to the Mortgaged Property securing any Non-Serviced Mortgage Loan or Non-Serviced Companion Loan, only the portion of such amounts payable to the holder of the related Non-Serviced Mortgage Loan, as applicable, shall be included in Insurance Proceeds.
 
Intercreditor Agreement” means:  (a) with respect to an A/B Whole Loan, the related intercreditor, co-lender or similar agreement in effect from time to time by and between the holder of the related A Note(s) and the holder of the related B Note relating to the relative rights of such holders; (b) with respect to a Loan Pair, the related intercreditor, co-lender or similar agreement in effect from time to time by and between the holders of the related Serviced Pari Passu Mortgage Loan and the related Serviced Companion Loan relating to the relative rights of such holders; (c) with respect to any Non-Serviced Loan Combination, the related intercreditor agreement, co-lender agreement or similar agreement in effect from time to time between the holders of the related Non-Serviced Companion Loan and Non-Serviced Mortgage Loan; and (d) solely with respect to a Joint Mortgage Loan treated as a Loan Pair in accordance with Section 8.30 hereof, the applicable Mortgage Loan documents and the provisions of Section 8.30 hereof.
 
Interest Accrual Period” means, with respect to any REMIC I Regular Interest, REMIC II Regular Interest, Class X REMIC III Regular Interest, Class of REMIC III Regular Certificates, REMIC III Regular Interest or Class of Exchangeable Certificates, the period beginning on the first (1st) day of the month preceding the month in which such Distribution Date occurs and ending on the last day of the month immediately preceding the month in which such Distribution Date occurs.
 
Interest Reserve Account” means that Interest Reserve Account maintained by the Certificate Administrator pursuant to Section 5.3(a), which shall be a subaccount of an Eligible Account.
 
 
52

 
 
Interest Reserve Amount” has the meaning set forth in Section 5.3(b).
 
Interest Reserve Loans” shall mean the Mortgage Loans which bear interest other than on the basis of a 360-day year consisting of twelve (12) 30-day months.
 
Interested Person” means, as of any date of determination, the Master Servicer, the Special Servicer, the Depositor, the holder of any related Junior Indebtedness (with respect to any particular Mortgage Loan), a Holder or Certificate Owner of 50% or more of the Controlling Class, the Controlling Class Representative, the Trust Advisor, any Seller, any Mortgagor, any Manager, any Independent Contractor engaged by the Master Servicer or the Special Servicer pursuant to this Agreement, or any Person actually known to a Responsible Officer of the Trustee or the Certificate Administrator to be an Affiliate of any of them.
 
Investor Certification” means a certificate substantially in the form of Exhibit I to this Agreement or in the form of an electronic certification contained on the Certificate Administrator’s Website representing that the person executing the certificate (1) is a Certificateholder, a Certificate Owner, a prospective purchaser that, in the case of a Registered Certificate, has received a copy of the Final Prospectus, or a holder of a B Note or Serviced Companion Loan and (2) is not a Mortgagor, a Manager, an Affiliate of a Mortgagor or Manager or an agent, principal, partner, member, joint venturer, limited partner, employee, representative, director, trustee or advisor of, or any investor in, any of the foregoing.  The Certificate Administrator may require that Investor Certifications are resubmitted from time to time in accordance with its policies and procedures.
 
Investor Q&A Forum” has the meaning set forth in Section 5.4(c).
 
Investor Registry” has the meaning set forth in Section 5.4(d).
 
IRS” means the Internal Revenue Service.
 
Joint Mortgage Loan” means a Mortgage Loan originated by more than one Seller.  There are no Joint Mortgage Loans related to the Trust.
 
Junior Indebtedness” means any indebtedness of any Mortgagor that is secured by a lien that is junior in right of payment to the lien of the Mortgage securing the related Mortgage Note.
 
KBRA” means Kroll Bond Rating Agency, Inc. or its successor in interest.
 
La Concha Hotel & Tower Directing Holder” means the “Controlling Note Holder” or any analogous concept under the La Concha Hotel & Tower Intercreditor Agreement.
 
La Concha Hotel & Tower Intercreditor Agreement” means the intercreditor, co-lender or comparable agreement between the initial holders of the La Concha Hotel & Tower Mortgage Loan and the La Concha Hotel & Tower Non-Serviced Companion Loan.
 
 
53

 
 
La Concha Hotel & Tower Mortgage” means the Mortgage securing the La Concha Hotel & Tower Mortgage Loan and the La Concha Hotel & Tower Non-Serviced Companion Loan.
 
La Concha Hotel & Tower Mortgage Loan” means the Mortgage Loan identified as “La Concha Hotel & Tower” on the Mortgage Loan Schedule and that is pari passu in right of payment with the La Concha Hotel & Tower Non-Serviced Companion Loan to the extent set forth in the La Concha Hotel & Tower Intercreditor Agreement.  The La Concha Hotel & Tower Mortgage Loan is a “Mortgage Loan.”
 
La Concha Hotel & Tower Non-Serviced Companion Loan” means the promissory note designated “Note A-1” that is not included in the Trust and is secured on a pari passu basis with the La Concha Hotel & Tower Mortgage Loan to the extent set forth in the La Concha Hotel & Tower Intercreditor Agreement.  The La Concha Hotel & Tower Non-Serviced Companion Loan is not a “Mortgage Loan.”
 
La Concha Hotel & Tower Non-Serviced Loan Combination” means, collectively, the La Concha Hotel & Tower Mortgage Loan and the La Concha Hotel & Tower Non-Serviced Companion Loan, which will be serviced as of the Closing Date pursuant to the MSBAM 2014-C15 Pooling and Servicing Agreement.
 
Late Collections” means, with respect to any Mortgage Loan, Serviced Companion Loan or B Note, all amounts received during any Collection Period, whether as late payments or as Liquidation Proceeds, Insurance Proceeds, Condemnation Proceeds, Purchase Proceeds or otherwise, that represent payments or collections of Scheduled Payments due but delinquent for a previous Collection Period and not previously recovered; provided that “Late Collections” shall not include any Actual Recoveries of Trust Advisor Expenses.
 
Late Fee” means a fee paid or payable, as the context may require, to the related lender by a Mortgagor as provided in the related Mortgage Loan, A/B Whole Loan or Loan Pair in connection with a late payment made by such Mortgagor, but excluding any such amounts allocable to a Non-Serviced Mortgage Loan and related Non-Serviced Companion Loan pursuant to the terms of the related Non-Serviced Mortgage Loan Intercreditor Agreement, and, with respect to a Joint Mortgage Loan treated as a Loan Pair in accordance with Section 8.30 hereof, including only the portion of such amounts that is received by the Trust in accordance with Section 8.30 hereof.
 
Lender Register” has the meaning set forth in Section 8.26.
 
Liquidation Expenses” means reasonable and direct expenses incurred by the Special Servicer on behalf of the Trust in connection with the liquidation of any Specially Serviced Mortgage Loan or REO Property acquired in respect thereof including, without limitation, reasonable legal fees and expenses in connection with a closing, brokerage commissions and conveyance taxes for such Specially Serviced Mortgage Loan.  All Liquidation Expenses relating to disposition of the Specially Serviced Mortgage Loan shall be (i) paid out of income from the related REO Property, to the extent available, (ii) paid out of related proceeds
 
 
54

 
 
from liquidation or (iii) advanced by the Master Servicer or the Special Servicer, subject to Section 4.4 and Section 4.6(e) hereof, as a Servicing Advance.
 
Liquidation Fee” means a fee payable with respect to the final disposition or liquidation of any Mortgage Loan (other than any Non-Serviced Mortgage Loan) that is a Specially Serviced Mortgage Loan (including, for this purpose, any related Serviced Companion Loan or B Note) or REO Property (other than any REO Property related to a Non-Serviced Mortgage Loan) equal to the lesser of (1) $1,000,000 and (2) the product of (x) 1.0% and (y) the Liquidation Proceeds received in connection with a final disposition of, and any Condemnation Proceeds and Insurance Proceeds received by the Trust (net of any expenses incurred by the Special Servicer on behalf of the Trust in connection with the collection of such Condemnation Proceeds and Insurance Proceeds) with respect to, such Specially Serviced Mortgage Loan or REO Property or portion thereof; provided, that the Liquidation Fee with respect to any Specially Serviced Mortgage Loan or REO Property shall be reduced by the amount of any Excess Modification Fees actually received by the Special Servicer as additional servicing compensation (i) with respect to the related Mortgage Loan, Serviced Companion Loan or B Note, as applicable, at any time within the prior eighteen (18) months in connection with each modification, restructure, extension, waiver or amendment that constituted a modification of the related Mortgage Loan, Loan Pair or A/B Whole Loan while the Mortgage Loan or the related Serviced Companion Loan or B Note, as applicable, was a Specially Serviced Mortgage Loan and (ii) with respect to the related Mortgage Loan, Serviced Companion Loan or B Note, as applicable, at any time within the prior nine (9) months in connection with each modification, restructure, extension, waiver or amendment that constitutes a modification of the related Mortgage Loan, Loan Pair or A/B Whole Loan while the Mortgage Loan or the related Serviced Companion Loan or B Note, as applicable, was a non-Specially Serviced Mortgage Loan, but, in each case, only to the extent those Excess Modification Fees have not previously been deducted from a Workout Fee or Liquidation Fee.  No Liquidation Fee will be payable based upon, or out of, Liquidation Proceeds received in connection with (i) the repurchase of, or substitution for, any Mortgage Loan by the related Seller for a Material Breach or Material Document Defect, if such repurchase or substitution occurs on or before 180 days after the discovery or receipt of notice by the related Seller of the Material Document Defect or Material Breach, as applicable, that gave rise to the particular repurchase or substitution obligation, (ii) the purchase of any Specially Serviced Mortgage Loan that is, or is part of, an A/B Whole Loan or Loan Pair by the holder of the related B Note or Serviced Companion Loan, as applicable, within ninety (90) days following the date that the subject Mortgage Loan became a Specially Serviced Mortgage Loan, (iii) the purchase of any Specially Serviced Mortgage Loan by the holder of any related mezzanine loan, pursuant to the related mezzanine loan intercreditor agreement, within the ninety (90) days following the date that such holder’s option to purchase such Specially Serviced Mortgage Loan first becomes exercisable, (iv) the purchase of all of the Mortgage Loans and REO Properties in connection with an optional termination of the Trust, (v) the purchase of any Specially Serviced Mortgage Loan by the Special Servicer or any Affiliate thereof (other than the Controlling Class Representative), or (vi) the purchase of any Specially Serviced Mortgage Loan or related REO Property, by the Controlling Class Representative or any affiliate thereof (other than the Special Servicer), if such purchase occurs within ninety (90) days after the date on which the Special Servicer delivers to the Controlling Class Representative for its approval the initial Asset Status Report with respect to such Specially Serviced Mortgage Loan.  For the avoidance of doubt, the Special Servicer may not receive a Workout Fee and a Liquidation Fee
 
 
55

 
 
with respect to the same proceeds collected on a Mortgage Loan, Serviced Companion Loan, B Note or REO Loan.  Notwithstanding the foregoing, if a Mortgage Loan, B Note or Serviced Companion Loan becomes a Specially Serviced Mortgage Loan only because of an event described in clause (i) of the definition of “Servicing Transfer Event” and the related Liquidation Proceeds are received within three (3) months following the related maturity date as a result of the related Mortgage Loan, B Note or Serviced Companion Loan being refinanced or otherwise repaid in full, the Special Servicer shall not be entitled to collect a Liquidation Fee out of the proceeds received in connection with such liquidation if such fee would reduce the amount available for distributions to Certificateholders, but the Special Servicer may collect from the related Mortgagor and retain (x) a liquidation fee, (y) such other fees as are provided for in the related Mortgage Loan documents and (z) other appropriate fees in connection with such liquidation.
 
Liquidation Proceeds” means proceeds from the sale or liquidation of a Mortgage Loan, a Serviced Companion Loan or a B Note or related REO Property, net of Liquidation Expenses.  With respect to the mortgaged property or properties securing any Non-Serviced Mortgage Loan or Non-Serviced Companion Loan, only the portion of such amounts payable to the holder of the related Non-Serviced Mortgage Loan will be included in Liquidation Proceeds.
 
Liquidation Realized Loss” means, with respect to each Mortgage Loan or REO Property, as the case may be, as to which a Cash Liquidation, or other liquidation or REO Disposition has occurred, an amount equal to the excess, if any, of:  (A) the sum, without duplication, of (1) the Unpaid Principal Balance of the Mortgage Loan or the related REO Mortgage Loan, as the case may be, as of the date of the Cash Liquidation, or other liquidation or REO Disposition, plus (2) unpaid interest and interest accrued thereon at the applicable Mortgage Rate through the Due Date (or, in the case of a Balloon Mortgage Loan past its Maturity Date or an REO Property, the date that would otherwise be the Due Date) in the Collection Period in which the Cash Liquidation or other liquidation or REO Disposition occurred, plus (3) any expenses (including Additional Trust Expenses, unpaid Servicing Advances and unpaid Advance Interest, but excluding Trust Advisor Expenses) incurred in connection with such Mortgage Loan or REO Property that have been paid or are payable or reimbursable to any Person, other than amounts included in the definition of Liquidation Expenses and amounts previously treated as Expense Losses attributable to principal (and interest thereon), plus (4) any Unliquidated Advances incurred with respect to such Mortgage Loan or REO Property; over (B) the sum of (1) REO Income applied as recoveries of principal or interest on the related Mortgage Loan or REO Property, and (2) Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds, Late Collections and all other amounts recovered from the related Mortgagor and received during the Collection Period in which such Cash Liquidation, or other liquidation or REO Disposition occurred and which are not required under any Intercreditor Agreement (or with respect to a Joint Mortgage Loan treated as a Loan Pair in accordance with Section 8.30 hereof, the applicable Mortgage Loan documents) or Non-Serviced Mortgage Loan Intercreditor Agreement to be payable or reimbursable to any holder of a B Note, a Serviced Companion Loan or a Non-Serviced Companion Loan.
 
 
56

 
 
Loan Pair” means a Serviced Pari Passu Mortgage Loan and the related Serviced Companion Loan, collectively.  The Loan Pair related to the Trust as of the Closing Date is the Hilton San Francisco Financial District Loan Pair.
 
Loan-Specific Directing Holder” means, with respect to any A/B Whole Loan or Loan Pair, any holder of the related B Note or Serviced Companion Loan, or any designee thereof or participant in a securitization thereof, that constitutes the “Controlling Holder”, “Controlling Note Holder”, the “Directing Holder”, “Directing Lender” or any analogous concept under the related Intercreditor Agreement.  There is no Loan-Specific Directing Holder related to the Trust as of the Closing Date.
 
Loan-Specific Special Servicer” has the meaning set forth in Section 9.30(f).
 
Loan-to-Value Ratio” means, as of any date with respect to a Mortgage Loan, the fraction, expressed as a percentage, the numerator of which is the Unpaid Principal Balance of such Mortgage Loan at the date of determination and the denominator of which is the value of the Mortgaged Property as shown on the most recent Appraisal or valuation of the Mortgaged Property which is available as of such date or, in the case of any Non-Serviced Mortgage Loan or Loan Pair, the allocable portion thereof.
 
Lock-Box Account” has the meaning set forth in Section 8.3(g).
 
Lock-Box Agreement” means, with respect to any Mortgage Loan, any lock-box agreement relating to such Mortgage Loan among the related Mortgagor, a depositary institution and the Master Servicer (or the Sub-Servicer on its behalf) pursuant to which a Lock-Box Account is created.
 
Losses” has the meaning set forth in Section 12.4.
 
MAI” means Member of the Appraisal Institute.
 
Major Decision” means any of the following:
 
(a)           any proposed or actual foreclosure upon or comparable conversion (which may include acquisitions of an REO Property) of the ownership of properties securing any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Loan Pair that comes into and continues in default;
 
(b)           any modification, consent to a modification or waiver of a Monetary Term (other than Penalty Charges, but including the timing of payments and acceptance of discounted payoffs) or material non-monetary term (including, without limitation, the timing of payments and acceptance of discounted payoffs) of a Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Loan Pair or any extension of the Maturity Date thereof;
 
(c)           following a default or an event of default with respect to a Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Loan Pair, any exercise of remedies, including any acceleration thereof or initiation of judicial, bankruptcy or similar proceedings under the related Mortgage Loan documents;
 
 
57

 
 
(d)           any sale of a Defaulted Mortgage Loan or REO Property for less than the applicable Purchase Price;
 
(e)           any determination to bring an REO Property into compliance with applicable environmental laws or to otherwise address Hazardous Materials located at a Mortgaged Property or at an REO Property;
 
(f)           any release of collateral or any acceptance of substitute or additional collateral for a Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Loan Pair, or any consent to either of the foregoing, unless required or permitted pursuant to the specific terms of the related Mortgage Loan documents and for which there is no material lender discretion;
 
(g)           any waiver of a “due-on-sale” or “due-on-encumbrance” clause with respect to a Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Loan Pair or, if lender consent is required, any consent to such waiver or consent to a transfer of the Mortgaged Property or interests in the Mortgagor, other than any such transfer or incurrence of debt as may be effected without the consent of the lender under the related Mortgage Loan documents;
 
(h)           with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Loan Pair, any incurrence of additional debt by a Mortgagor or of any mezzanine financing by any beneficial owner of a Mortgagor (to the extent that the lender has consent rights pursuant to the related Mortgage Loan documents (for purposes of the determination whether a lender has such consent rights pursuant to the related Mortgage Loan documents, any Mortgage Loan document provision that requires that an intercreditor agreement be reasonably or otherwise acceptable to the lender will constitute such consent rights));
 
(i)            any material modification, waiver or amendment of an intercreditor agreement, co-lender agreement, participation agreement or similar agreement with any mezzanine lender or subordinate debt holder related to a Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Loan Pair, or an action to enforce rights with respect thereto or decision not to enforce such rights;
 
(j)            any franchise changes (with respect to a Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Loan Pair for which the lender is required to consent or approve under the related Mortgage Loan documents), or, with respect to a Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Loan Pair with an Unpaid Principal Balance greater than $2,500,000, any material property management company changes, including approval of the termination of a manager and appointment of a new property manager;
 
(k)           with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Loan Pair, releases of any escrow accounts, reserve accounts or letters of credit held as performance escrows or reserves other than those required pursuant to the specific terms of the related Mortgage Loan documents and for which there is no material lender discretion;
 
(l)            any acceptance of an assumption agreement or any other agreement permitting a transfer of interests in a Mortgagor, guarantor or other obligor, or releasing a Mortgagor, guarantor or other obligor from liability under a Mortgage Loan (other than any Non-
 
 
58

 
 
Serviced Mortgage Loan) or Loan Pair other than pursuant to the specific terms thereof and for which there is no lender discretion;
 
(m)          any determination of an Acceptable Insurance Default;
 
(n)           the modification, waiver, amendment, execution, termination or renewal of any lease, to the extent lender approval is required under the related Mortgage Loan documents and if such lease (a) involves a ground lease or lease of an outparcel or affects an area greater than or equal to the greater of (i) 10% of leasable space or (ii) 20,000 square feet, (b) is for over 50,000 square feet, or (c) otherwise constitutes a “major lease” or “material lease,” if applicable, under the related Mortgage Loan documents, including entering into any related subordination, non-disturbance and attornment agreement, subject to any deemed approval expressly set forth in the related lease;
 
(o)           any adoption or implementation of a budget submitted by a Mortgagor with respect to a Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Loan Pair (to the extent lender approval is required under the related Mortgage Loan documents), if (a) such Mortgage Loan or Loan Pair is on the CREFC® Servicer Watch List or (b) such budget includes material (more than 10%) increases in operating expenses or payments to entities actually known by the Master Servicer to be Affiliates of the related Mortgagor (excluding affiliated managers paid at fee rates agreed to at the origination of the related Mortgage Loan or Loan Pair), subject in each case to any deemed approval expressly set forth in the related Mortgage Loan documents;
 
(p)           the voting on any plan of reorganization, restructuring or similar plan in the bankruptcy of a Mortgagor; and
 
(q)           the exercise of the rights and powers granted under the related Intercreditor Agreement or mezzanine loan intercreditor agreement to the “Note A Holder”, the “Note A Controlling Holder”, the “Senior Lender”, the “Senior Loan Controlling Holder”, or such other similar term as may be set forth in any such Intercreditor Agreement or mezzanine loan intercreditor agreement, as applicable, and/or the “Servicer” referred to therein, if and to the extent such rights or powers affect the priority, payments, consent rights, or security interest with respect to the “Note A Holder”, the “Note A Controlling Holder”, the “Senior Lender”, the “Senior Loan Controlling Holder”, or such other similar term.
 
Majority Controlling Class Certificateholders” means the Holder(s) of Certificates representing more than 50% of the Aggregate Certificate Balance of the Controlling Class.
 
Manager” means, with respect to any Mortgage Loan, any property manager for the related Mortgaged Property.
 
Marriott Philadelphia Downtown Directing Holder” means the “Controlling Note Holder” or any analogous concept under the Marriott Philadelphia Downtown Intercreditor Agreement.
 
Marriott Philadelphia Downtown Intercreditor Agreement” means the intercreditor, co-lender or comparable agreement between the initial holders of the Marriott
 
 
59

 
 
Philadelphia Downtown Mortgage Loan and the Marriott Philadelphia Downtown Non-Serviced Companion Loan.
 
Marriott Philadelphia Downtown Mortgage” means the Mortgage securing the Marriott Philadelphia Downtown Mortgage Loan and the Marriott Philadelphia Downtown Non-Serviced Companion Loan.
 
Marriott Philadelphia Downtown Mortgage Loan” means the Mortgage Loan identified as “Marriott Philadelphia Downtown” on the Mortgage Loan Schedule and that is pari passu in right of payment with the Marriott Philadelphia Downtown Non-Serviced Companion Loan to the extent set forth in the Marriott Philadelphia Downtown Intercreditor Agreement.  The Marriott Philadelphia Downtown Mortgage Loan is a “Mortgage Loan.”
 
Marriott Philadelphia Downtown Non-Serviced Companion Loan” means, collectively, the promissory notes designated “Note A-1,” “Note A-2” and “Note A-3” that are not included in the Trust and are secured on a pari passu basis with the Marriott Philadelphia Downtown Mortgage Loan to the extent set forth in the Marriott Philadelphia Downtown Intercreditor Agreement.  The Marriott Philadelphia Downtown Non-Serviced Companion Loan is not a “Mortgage Loan.”
 
Marriott Philadelphia Downtown Non-Serviced Loan Combination” means, collectively, the Marriott Philadelphia Downtown Mortgage Loan and the Marriott Philadelphia Downtown Non-Serviced Companion Loan, which will be serviced as of the Closing Date pursuant to the MSBAM 2014-C15 Pooling and Servicing Agreement.
 
Master Servicer” means Wells Fargo Bank, National Association and its permitted successors or assigns.
 
Master Servicer Consent Matters” has the meaning set forth in Section 8.3(a).
 
Master Servicer Indemnified Parties” has the meaning set forth in Section 8.25(a).
 
Master Servicer Losses” has the meaning set forth in Section 8.25(a).
 
Master Servicer Remittance Date” means, for each Distribution Date, the Business Day immediately preceding such Distribution Date.
 
Master Servicer Remittance Report” means the CREFC® Loan Periodic Update File.
 
Master Servicing Fee” means, with respect to each Mortgage Loan and, if applicable, A/B Whole Loan or Loan Pair (including a Mortgage Loan, A/B Whole Loan or Loan Pair that relates to an REO Property or is a Defeasance Loan), for any related Mortgage Loan Accrual Period, the amount of interest accrued during such related Mortgage Loan Accrual Period at the related Master Servicing Fee Rate on the same balance, in the same manner and for the same number of days as interest at the applicable Mortgage Rate accrued with respect to such Mortgage Loan or, if applicable, such A/B Whole Loan or Loan Pair, as the case may be, during
 
 
60

 
 
such related Mortgage Loan Accrual Period, subject to reduction in respect of Compensating Interest, as set forth in Section 5.2(a)(I)(iv).  The Master Servicing Fee shall include all amounts required to be paid to any Sub-Servicer appointed by the Master Servicer.
 
Master Servicing Fee Rate” means, with respect to each Mortgage Loan and any related Serviced Companion Loan, including any Mortgage Loan or Serviced Companion Loan that relates to an REO Property or is a Defeasance Loan, a rate equal to (i) with respect to each Mortgage Loan (other than the Arundel Mills & Marketplace Mortgage Loan, the State Farm Portfolio Mortgage Loan, the Marriott Philadelphia Downtown Mortgage Loan and the La Concha Hotel & Tower Mortgage Loan), 0.02% per annum, (ii) with respect to the Hilton San Francisco Financial District Serviced Companion Loan, 0.01% per annum, and (iii) with respect to the Arundel Mills & Marketplace Mortgage Loan, the State Farm Portfolio Mortgage Loan, the Marriott Philadelphia Downtown Mortgage Loan and the La Concha Hotel & Tower Mortgage Loan, 0.01% per annum.
 
Material Breach” has the meaning set forth in Section 2.3(a).
 
Material Document Defect” has the meaning set forth in Section 2.3(a).
 
Maturity Date” means, with respect to any Mortgage Loan, Serviced Companion Loan or B Note as of any date of determination, the date on which the last payment of principal is due and payable thereunder, after taking into account all Principal Prepayments received and any Deficient Valuation, Debt Service Reduction Amount or modification of the Mortgage Loan, Serviced Companion Loan or B Note occurring prior to such date of determination, but without giving effect to (i) any acceleration of the principal of such Mortgage Loan, Serviced Companion Loan or B Note or (ii) any grace period permitted by such Mortgage Loan, B Note or Serviced Companion Loan.
 
Modification Fee” means a fee, if any, collected from a Mortgagor by the Master Servicer in connection with a written restructuring, modification, waiver, extension or amendment of any Mortgage Loan (or A/B Whole Loan or Loan Pair, if applicable, but not any Non-Serviced Mortgage Loan) other than a Specially Serviced Mortgage Loan or collected in connection with a written restructuring, modification, waiver, extension or amendment by the Special Servicer of a Specially Serviced Mortgage Loan, but does not include Assumption Fees, assumption application fees, Consent Fees or defeasance fees.  For each written restructuring, modification, extension, waiver or amendment that restructures, modifies, extends, amends or waives any term of the Mortgage Loan in connection with working out of a Specially Serviced Mortgage Loan, the Modification Fees collected from the related Mortgagor will be subject to a cap of the lesser of (i) 1.0% of the outstanding principal balance of such Mortgage Loan, A/B Whole Loan or Loan Pair 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 will exist in connection with the amount of Modification Fees which may be collected from the related Mortgagor with respect to any Specially Serviced Mortgage Loan or REO Loan and (ii) $1,000,000; provided, that no aggregate cap exists in connection with the amount of Modification Fees which may be collected from the related Mortgagor with respect to any Specially Serviced Mortgage Loan or REO Loan.
 
 
61

 
 
Modification Loss” means, with respect to each Mortgage Loan, (i) a decrease in the outstanding principal balance of such Mortgage Loan as a result of a modification thereof in accordance with the terms hereof, (ii) any fees and expenses connected with such modification, to the extent (x) reimbursable to the Trustee, the Custodian, the Special Servicer or the Master Servicer and (y) not recovered from the Mortgagor or (iii) in the case of a modification of such Mortgage Loan that reduces the Mortgage Rate thereof, the excess, on each Due Date, of the amount of interest that would have accrued at a rate equal to the original Mortgage Rate, over interest that actually accrued on such Mortgage Loan during the preceding Collection Period.
 
Money Term” means with respect to any Mortgage Loan, Serviced Companion Loan or B Note, the Maturity Date, Mortgage Rate, principal balance, amortization term or payment frequency thereof or any provision thereof requiring the payment of a Prepayment Premium in connection with a principal prepayment (and shall not include Late Fees or Default Interest provisions).
 
Moody’s” means Moody’s Investors Service, Inc. or its successor in interest.
 
Morningstar” means Morningstar Credit Ratings, LLC or its successor in interest.
 
Mortgage” means the mortgage, deed of trust or other instrument securing a Mortgage Note.
 
Mortgage File” means the mortgage documents listed below:
 
(i)            the original Mortgage Note bearing, or accompanied by, all prior or intervening endorsements, endorsed 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 Morgan Stanley Bank of America Merrill Lynch Trust 2014-C16, Commercial Mortgage Pass-Through Certificates, Series 2014-C16, without recourse, representation or warranty” or if the original Mortgage Note is not included therein, then a lost note affidavit with a copy of the Mortgage Note attached thereto;
 
(ii)           the original Mortgage, with evidence of recording thereon, and, if the Mortgage was executed pursuant to a power of attorney, a certified true copy of the power of attorney certified by the public recorder’s office, with evidence of recording thereon (if recording is customary in the jurisdiction in which such power of attorney was executed) or certified by a title insurance company or escrow company to be a true copy thereof; provided that if such original Mortgage cannot be delivered with evidence of recording thereon on or prior to the 45th day following the Closing Date because of a delay caused by the public recording office where such original Mortgage has been delivered for recordation or because such original Mortgage has been lost after recordation, the Seller shall deliver or cause to be delivered to the Trustee (or the Custodian on its behalf) a true and correct copy of such Mortgage, together with (A) in the case of a delay caused by the public recording office, an Officer’s Certificate of the applicable Seller stating that such original Mortgage has been sent to the appropriate public recording official for recordation or (B) in the case of an original Mortgage that has been lost after recordation, a
 
 
62

 
 
certification by the appropriate county recording office where such Mortgage is recorded that such copy is a true and complete copy of the original recorded Mortgage;
 
(iii)           the originals of all agreements modifying a Money Term or other material modification, consolidation and extension agreements, if any, with evidence of recording thereon, or if such original modification, consolidation or extension agreements have been delivered to the appropriate recording office for recordation and either have not yet been returned on or prior to the 45th day following the Closing Date with evidence of recordation thereon or have been lost after recordation, true copies of such modifications, consolidations or extensions certified by the applicable Seller together with (A) in the case of a delay caused by the public recording office, an Officer’s Certificate of the applicable Seller stating that such original modification, consolidation or extension agreement has been dispatched or sent to the appropriate public recording official for recordation or (B) in the case of an original modification, consolidation or extension agreement that has been lost after recordation, a certification by the appropriate county recording office where such document is recorded that such copy is a true and complete copy of the original recorded modification, consolidation or extension agreement, and the originals of all assumption agreements, if any;
 
(iv)           an original Assignment of Mortgage for each Mortgage Loan, in form and substance acceptable for recording, signed by the holder of record in blank or in favor of U.S. Bank National Association, as Trustee for Morgan Stanley Bank of America Merrill Lynch Trust 2014-C16, Commercial Mortgage Pass-Through Certificates, Series 2014-C16” (or, in the case of an A/B Whole Loan or a Loan Pair, substantially similar language notating an assignment in favor of the Trustee (in such capacity and on behalf of the holders of any related B Note or Serviced Companion Loan));
 
(v)           originals of all intervening assignments of Mortgage, if any, with evidence of recording thereon or, if such original assignments of Mortgage have been delivered to the appropriate recorder’s office for recordation, certified true copies of such assignments of Mortgage certified by the applicable Seller, or in the case of an original blanket intervening assignment of Mortgage retained by the applicable Seller, a copy thereof certified by the applicable Seller or, if any original intervening assignment of Mortgage has not yet been returned on or prior to the 45th day following the Closing Date from the applicable recording office or has been lost after recordation, a true and correct copy thereof, together with (A) in the case of a delay caused by the public recording office, an Officer’s Certificate of the applicable Seller stating that such original intervening assignment of Mortgage has been sent to the appropriate public recording official for recordation or (B) in the case of an original intervening assignment of Mortgage that has been lost after recordation, a certification by the appropriate county recording office where such assignment is recorded that such copy is a true and complete copy of the original recorded intervening assignment of Mortgage;
 
(vi)           if the related Assignment of Leases is separate from the Mortgage, the original of such Assignment of Leases with evidence of recording thereon or, if such Assignment of Leases has not been returned on or prior to the 45th day following the Closing Date from the applicable public recording office, a copy of such Assignment of Leases certified by the applicable Seller to be a true and complete copy of the original Assignment of Leases submitted for recording, together with (A) an original of each assignment of such Assignment of Leases
 
 
63

 
 
with evidence of recording thereon and showing a complete recorded chain of assignment from the named assignee to the holder of record, and if any such assignment of such Assignment of Leases has not been returned from the applicable public recording office, a copy of such assignment certified by the applicable Seller to be a true and complete copy of the original assignment submitted for recording, and (B) an original assignment of such Assignment of Leases, in recordable form, signed by the holder of record in favor of U.S. Bank National Association, as Trustee for Morgan Stanley Bank of America Merrill Lynch Trust 2014-C16, Commercial Mortgage Pass-Through Certificates, Series 2014-C16” (or, in the case of an A/B Whole Loan or a Loan Pair, substantially similar language notating an assignment in favor of the Trustee (in such capacity and on behalf of the holders of any related B Note or Serviced Companion Loan)), which assignment may be effected in the related Assignment of Mortgage;
 
(vii)         the original or a copy of each guaranty, if any, constituting additional security for the repayment of such Mortgage Loan;
 
(viii)        the original (which may be electronic) or a copy (which may be electronic) Title Insurance Policy or if such Title Insurance Policy has not been issued, an original binder or actual title commitment or a copy (which may be electronic) thereof certified by the title company with the original (which may be electronic) or a copy (which may be electronic) Title Insurance Policy to follow within 180 days of the Closing Date or a preliminary title report binding on the title company with an original (which may be electronic) or a copy (which may be electronic) Title Insurance Policy to follow within 180 days of the Closing Date;
 
(ix)           (A) UCC financing statements (together with all assignments thereof) and (B) UCC-3 financing statements to the Trustee delivered in connection with the Mortgage Loan;
 
(x)           copies of the related ground lease(s), space lease(s) or air rights lease(s), if any, related to any Mortgage Loan where the Mortgagor is the lessee under any such lease and there is a lien in favor of the mortgagee in such lease;
 
(xi)           copies of any loan agreements, lock-box agreements, co-lender agreements and intercreditor agreements (including, without limitation, any Intercreditor Agreement or Non-Serviced Mortgage Loan Intercreditor Agreement, and a copy (that is, not the original) of the mortgage note evidencing any related Serviced Companion Loan, Non-Serviced Companion Loan and B Note) related to any Mortgage Loan;
 
(xii)          either (A) the original of each letter of credit, if any, constituting additional collateral for such Mortgage Loan, which shall be assigned to the Trustee and delivered to the Custodian on behalf of the Trustee on behalf of the Trust with a copy to be held by the Master Servicer, and applied, drawn, reduced or released in accordance with documents evidencing or securing the applicable Mortgage Loan, this Agreement or (B) the original of each letter of credit, if any, constituting additional collateral for such Mortgage Loan, which shall be held by the Master Servicer on behalf of the Trustee, with a copy to be held by the Custodian on behalf of the Trustee, and applied, drawn, reduced or released in accordance with documents evidencing or securing the applicable Mortgage Loan, this Agreement (it being understood that each Seller has agreed (a) that the proceeds of such letter of credit belong to the Trust, (b) to notify, on or before the Closing Date, the bank issuing the letter of credit that the letter of credit
 
 
64

 
 
and the proceeds thereof belong to the Trust, and to use reasonable efforts to obtain within thirty (30) days (but in any event to obtain within 90 days) following the Closing Date, an acknowledgement thereof by the bank (with a copy of such acknowledgement to be sent to the Master Servicer (who shall forward a copy of such acknowledgement to the Custodian and the Trustee)) or a reissued letter of credit and (c) to indemnify the Trust for any liabilities, charges, costs, fees or other expenses accruing from the failure of the Seller to assign all rights in and to the letter of credit hereunder including the right and power to draw on the letter of credit).  In the case of clause (B) above, the Master Servicer acknowledges that any letter of credit held by it shall be held in its capacity as agent of the Trust, and if the Master Servicer sells its rights to service the applicable Mortgage Loan, the Master Servicer shall assign the applicable letter of credit to the Trust or (with respect to any Specially Serviced Mortgage Loan) at the direction of the Special Servicer to such party as the Special Servicer may instruct, in each case, at the expense of the Master Servicer.  The Master Servicer shall indemnify the Trust for any loss caused by the ineffectiveness of such assignment;
 
(xiii)        the original or a copy of the environmental indemnity agreement, if any, related to any Mortgage Loan;
 
(xiv)        third-party management agreements, if any, with respect to any Mortgaged Property;
 
(xv)         copies of any Environmental Insurance Policy;
 
(xvi)        copies of any affidavit and indemnification agreement;
 
(xvii)       if the related Mortgaged Property is a hospitality property that is subject to a franchise, management or similar arrangement, (a) an original or a copy of any franchise, management or similar agreement provided to the applicable Seller in connection with such Seller’s origination or acquisition of the Mortgage Loan; and (b) a copy of any related estoppel certificate or any comfort letter delivered by the franchisor for the benefit of the holder of the Mortgage Loan in connection with the applicable Seller’s origination or acquisition of the Mortgage Loan; and
 
(xviii)      with respect to any Non-Serviced Mortgage Loan, a copy of the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement.
 
Notwithstanding any of the foregoing to the contrary, with respect to any Non-Serviced Mortgage Loan, (A) the preceding document delivery requirements shall be met by the delivery by the Depositor of copies of the documents specified above (other than the Mortgage Notes (and all intervening endorsements) respectively evidencing such Non-Serviced Mortgage Loan with respect to which the originals shall be required), including a copy of the Non-Serviced Mortgage Loan Mortgage, and (B) the requirement to deliver any of the preceding documents in the name of the Trustee shall be met by the delivery of such documents in the name of the Non-Serviced Mortgage Loan Trustee for the benefit of, among others, the Trustee, as holder of such Non-Serviced Mortgage Loan.
 
 
65

 
 
Notwithstanding anything to the contrary contained herein, with respect to a Joint Mortgage Loan, delivery of the Mortgage File by either of the applicable Sellers shall satisfy the delivery requirements for both of the applicable Sellers.
 
Mortgage Loan” means a Mortgage Note secured by a Mortgage, and all amendments and modifications thereof, identified on the Mortgage Loan Schedule, as amended from time to time, provided that the term “Mortgage Loan” shall include any Defeasance Loan, and any Non-Serviced Mortgage Loan (but shall not include any Non-Serviced Companion Loan) but with respect to (i) any A/B Whole Loan, shall include the A Note (but shall not include the related B Note) and (ii) any Loan Pair, shall include the Serviced Pari Passu Mortgage Loan (but shall not include the related Serviced Companion Loan).  For the avoidance of doubt, no BANA Lender Successor Borrower Right, CIBC Lender Successor Borrower Right or MSMCH Seller Defeasance Rights and Obligations is part of a “Mortgage Loan”.
 
Mortgage Loan Accrual Period” means, with respect to any Mortgage Loan, Serviced Companion Loan or B Note (including any Mortgage Loan, Serviced Companion Loan or B Note that relates to an REO Property), the period that commences on any related Due Date (or, in the case of any Mortgage Loan, Serviced Companion Loan or B Note that relates to an REO Property or as to which the Maturity Date has passed, the date that would otherwise have been a related Due Date) and that continues to, but not including the next succeeding related Due Date (or, in the case of any Mortgage Loan, Serviced Companion Loan or B Note that relates to an REO Property or as to which the Maturity Date has passed, the date next succeeding that would otherwise have been a related Due Date).
 
Mortgage Loan Purchase Agreement” means Mortgage Loan Purchase Agreement I, Mortgage Loan Purchase Agreement II or Mortgage Loan Purchase Agreement III, as the case may be.
 
Mortgage Loan Purchase Agreement I” means that certain Mortgage Loan Purchase Agreement between BANA and the Depositor dated the Pricing Date with respect to the BANA Loans.
 
Mortgage Loan Purchase Agreement II” means that certain Mortgage Loan Purchase Agreement between MSMCH and the Depositor dated the Pricing Date with respect to the MSMCH Loans.
 
Mortgage Loan Purchase Agreement III” means that certain Mortgage Loan Purchase Agreement between CIBC and the Depositor dated the Pricing Date with respect to the CIBC Loans.
 
Mortgage Loan Schedule” or “Loan Schedule” means collectively the schedule attached hereto as Schedule I, which identifies each BANA Loan, the schedule attached hereto as Schedule II, which identifies each MSMCH Loan, and the schedule attached hereto as Schedule III, which identifies each CIBC Loan,  as such schedules may be amended from time to time pursuant to Section 2.3.
 
Mortgage Note” means the note or other evidence of indebtedness evidencing the indebtedness of a Mortgagor under a Mortgage Loan.
 
 
66

 
 
Mortgage Rate” means, for a given Mortgage Loan, Serviced Companion Loan or B Note, the per annum rate at which interest accrues on such Mortgage Loan, Serviced Companion Loan or B Note, as the case may be, without regard to any increase in such rate after the related Anticipated Repayment Date in the case of an ARD Loan, and without regard to any increase in such rate as a result of a default under such Mortgage Loan, Serviced Companion Loan or B Note, as the case may be.
 
Mortgaged Property” means the real property, together with improvements thereto, securing the indebtedness of the Mortgagor under the related Mortgage Loan and, in the case of an A/B Whole Loan, the related B Note and, in the case of a Loan Pair, the related Serviced Companion Loan.
 
Mortgagee” means, with respect to any Mortgage as of any date of determination, the mortgagee named therein as of such date.
 
Mortgagor” means the obligor on a Mortgage Note.
 
MSBAM 2014-C15 Pooling and Servicing Agreementmeans the Pooling and Servicing Agreement, dated as of April 1, 2014, between Morgan Stanley Capital I Inc., as depositor, Wells Fargo Bank, National Association, as master servicer, Midland Loan Services, a division of PNC Bank, National Association, as special servicer, Deutsche Bank Trust Company Americas, as trustee, Wells Fargo Bank, National Association, as certificate administrator, certificate registrar, authenticating agent and custodian, and Situs Holdings, LLC, as trust advisor.
 
MSMCH” has the meaning set forth in the Preliminary Statement hereto.
 
MSMCH Loans” means, collectively, those Mortgage Loans sold to the Depositor pursuant to Mortgage Loan Purchase Agreement II and shown on Schedule II hereto (or, with respect to any Joint Mortgage Loan, MSMCH’s pro rata share of such Joint Mortgage Loans based on MSMCH’s percentage interest as of the date of the applicable Mortgage Loan Purchase Agreement in such Joint Mortgage Loan).
 
MSMCH Seller Defeasance Rights and Obligations” has the meaning set forth in Section 8.3(h) hereof.
 
Net Aggregate Prepayment Interest Shortfall” means, for any Distribution Date, the excess, if any, of the aggregate of all Prepayment Interest Shortfalls incurred during the related Collection Period with respect to all Mortgage Loans that are not Specially Serviced Mortgage Loans, over the sum of (A) the Compensating Interest to be paid by the Master Servicer on such Distribution Date and (B) the aggregate of all Prepayment Interest Excesses collected during the related Collection Period for all Mortgage Loans that are not Specially Serviced Mortgage Loans.
 
Net Mortgage Rate” means, with respect to any Mortgage Loan (including an REO Mortgage Loan), as of any date of determination, a per annum rate equal to the Mortgage Rate of such Mortgage Loan, minus the related Administrative Cost Rate.
 
 
67

 
 
New Lease” means any lease of any REO Property entered into on behalf of the Trust, including any lease renewed or extended on behalf of the Trust if the Trust has the right to renegotiate the terms of such lease.
 
Non-Directing Holder” means, with respect to any A/B Whole Loan or Loan Pair, the “Non-Directing Holder”, “Non-Controlling Note Holder” or any analogous concept under the related Intercreditor Agreement.  The Non-Directing Holder related to the Trust is the “Non-Controlling Note Holder” under the Hilton San Francisco Financial District Intercreditor Agreement.
 
 “Nondisqualification Opinion” means a written Opinion of Counsel to the effect that a contemplated action (i) will neither cause any REMIC Pool to fail to qualify as a REMIC at any time that any Certificates are outstanding nor cause a “prohibited transaction,” “prohibited contribution” or any other tax (other than a tax on “net income from foreclosure property” permitted to be incurred under this Agreement) to be imposed on any REMIC Pool or the Trust and (ii) will not cause the Grantor Trust to fail to qualify as a grantor trust.
 
Non-Investment Grade Certificates” means each Class of Certificates that, at the time of transfer, is not rated in one of the four (4) highest generic rating categories by at least one NRSRO approved as a “Rating Agency” under the Exemption.
 
Non-Public Information” means any information in respect of the Trust, the Certificates, the Mortgage Loans or the Trust, in each case prepared and/or made available by any party to this Agreement, other than the Final Prospectus, the Distribution Date Statements, this Agreement and the Exchange Act Reports.
 
Nonrecoverable Advance” means any of the following:  (i) any Pari Passu Loan Nonrecoverable Advance (including interest accrued thereon at the Advance Rate) and (ii) the portion of any Advance (including interest accrued thereon at the Advance Rate) or Unliquidated Advance (not including interest thereon) previously made (and, in the case of an Unliquidated Advance, not previously reimbursed to the Trust) or proposed to be made by the Master Servicer, the Special Servicer or the Trustee, that, in its respective sole discretion, exercised in good faith and, with respect to the Master Servicer and the Special Servicer, taking into account the Servicing Standard, will not be or, in the case of a current delinquency, would not be, ultimately recoverable, from Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds or Purchase Proceeds (or from any other collections) with respect to the related Mortgage Loan or Serviced Companion Loan (and taking into consideration any Crossed Mortgage Loans) (in the case of Servicing Advances) or B Note (in the case of Servicing Advances) or REO Property (in the case of P&I Advances and Servicing Advances), as evidenced by an Officer’s Certificate delivered pursuant to Section 4.4.
 
Non-Registered Certificate” means unless and until registered under the Securities Act, any Class X-B, Class X-C, Class D, Class E, Class F, Class G, Class H, Class V or Class R Certificate.
 
Non-Serviced Companion Loan” means a loan not included in the Trust that is generally payable on a pari passu basis with the related Non-Serviced Mortgage Loan.  The
 
 
68

 
 
Non-Serviced Companion Loans related to the Trust as of the Closing Date are the Arundel Mills & Marketplace Non-Serviced Companion Loan, the State Farm Portfolio Non-Serviced Companion Loan, the Marriott Philadelphia Downtown Non-Serviced Companion Loan and the La Concha Hotel & Tower Non-Serviced Companion Loan.
 
Non-Serviced Loan Combination” means a Non-Serviced Mortgage Loan and the related Non-Serviced Companion Loan, collectively.  The Non-Serviced Loan Combinations related to the Trust as of the Closing Date are the Arundel Mills & Marketplace Non-Serviced Loan Combination, the State Farm Portfolio Non-Serviced Loan Combination, the Marriott Philadelphia Downtown Non-Serviced Loan Combination and the La Concha Hotel & Tower Non-Serviced Loan Combination.
 
Non-Serviced Mortgage Loan” means a Mortgage Loan included in the Trust but serviced under another agreement.  The Non-Serviced Mortgage Loans included in the Trust as of the Closing Date are the Arundel Mills & Marketplace Mortgage Loan, the State Farm Portfolio Mortgage Loan, the Marriott Philadelphia Downtown Mortgage Loan and the La Concha Hotel & Tower Mortgage Loan.
 
Non-Serviced Mortgage Loan Certificate Administrator” means, with respect to any Non-Serviced Loan Combination, the applicable “certificate administrator” or “paying agent” under the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement.
 
Non-Serviced Mortgage Loan Custodian” means, with respect to any Non-Serviced Loan Combination, the applicable “custodian” under the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement.
 
Non-Serviced Mortgage Loan Fiscal Agent” means, with respect to any Non-Serviced Loan Combination, the applicable “fiscal agent,” if any, under the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement.
 
Non-Serviced Mortgage Loan Intercreditor Agreement” means the applicable intercreditor agreement with respect to a Non-Serviced Mortgage Loan.
 
Non-Serviced Mortgage Loan Master Servicer” means, with respect to any Non-Serviced Loan Combination, the applicable “master servicer” under the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement.
 
Non-Serviced Mortgage Loan Mortgage” means the mortgage securing a Non-Serviced Mortgage Loan and the related Non-Serviced Companion Loan.
 
Non-Serviced Mortgage Loan Pooling and Servicing Agreement” means a pooling and servicing agreement under which a Non-Serviced Mortgage Loan is serviced.  The Non-Serviced Mortgage Loan Pooling and Servicing Agreements related to the Trust as of the Closing Date are (i) the MSBAM 2014-C15 Pooling and Servicing Agreement, pursuant to which the Arundel Mills & Marketplace Non-Serviced Loan Combination, the Marriott Philadelphia Downtown Non-Serviced Loan Combination and the La Concha Hotel & Tower Non-Serviced Loan Combination are serviced, and (ii) the COMM 2014-UBS3 Pooling and Servicing Agreement, pursuant to which the State Farm Portfolio Non-Serviced Loan
 
 
69

 
 
Combination is serviced.  With respect to each of the State Farm Portfolio Mortgage Loan and the Marriott Philadelphia Downtown Mortgage Loan, following the securitization of the controlling portion of the related Non-Serviced Companion Loan, the pooling and servicing agreement entered into in connection with such securitization will be the Non-Serviced Mortgage Loan Pooling and Servicing Agreement with respect to the related Mortgage Loan.
 
Non-Serviced Mortgage Loan Special Servicer” means, with respect to any Non-Serviced Loan Combination, the applicable “special servicer” under the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement.
 
Non-Serviced Mortgage Loan Trustee” means, with respect to any Non-Serviced Loan Combination, the applicable “trustee” under the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement.
 
Notional Amount” means, as of any date of determination:  (i) with respect to any Class X REMIC III Regular Interest, the REMIC II Principal Amount of the Corresponding REMIC II Regular Interest as of such date of determination; (ii) with respect to any Class of Class X Certificates, the aggregate of the Notional Amounts of the related Class X REMIC III Regular Interests as of such date of determination; and (iii) with respect to any Class X Certificate, the product of the Percentage Interest evidenced by such Certificate, multiplied by the Notional Amount of the applicable Class of Class X Certificates as of such date of determination.
 
NRSRO means any nationally recognized statistical ratings organization under the Exchange Act, including the Rating Agencies; provided that, when referred to in connection with the Certificate Administrator’s Website or the 17g-5 Information Provider’s Website, “NRSRO” shall mean a nationally recognized statistical rating organization that has delivered an NRSRO Certification.
 
NRSRO Certification” means a certification (which may be submitted electronically by means of a “click-through” confirmation via the 17g-5 Information Provider’s Website) substantially in the form of Exhibit J executed by a NRSRO in favor of the 17g-5 Information Provider.
 
Officer’s Certificate” means (i) in the case of the Depositor, a certificate signed by one or more of the Chairman of the Board, any Vice Chairman, the President, or any Senior Vice President, Vice President or Assistant Vice President, and by one or more of the Treasurer, any Assistant Treasurer, the Secretary or any Assistant Secretary of the Depositor, (ii) in the case of the Master Servicer and the Special Servicer, any of the officers referred to above or an employee thereof designated as a Servicing Officer or Special Servicing Officer pursuant to this Agreement, (iii) in the case of the Trustee, a certificate signed by a Responsible Officer, (iv) in the case of a Seller, a certificate signed by one or more of the Chairman of the Board, any Vice Chairman, any Managing Director or Director, the President, or any Executive Vice President, any Senior Vice President, Vice President, Second Vice President or Assistant Vice President, (v) in the case of the Certificate Administrator or the Custodian, a certificate signed by a Responsible Officer, each with specific responsibilities for the matters contemplated by this Agreement; and (vi) in the case of any other Additional Servicer, a certificate signed by one or
 
 
70

 
 
more of the Chairman of the Board, any Vice Chairman, the President, or any Senior Vice President, Vice President or Assistant Vice President or an employee thereof designated as a Servicing Officer.
 
Opinion of Counsel” means a written opinion of counsel addressed to the Trustee and the Certificate Administrator, reasonably acceptable in form and substance to the Trustee and the Certificate Administrator, and who is not in-house counsel to the party required to deliver such opinion but who, in the good faith judgment of the Trustee and the Certificate Administrator, is Independent outside counsel knowledgeable of the issues occurring in the practice of securitization with respect to any such opinion of counsel concerning the taxation, or status as a REMIC for tax purposes, of any REMIC Pool or status as a “grantor trust” under the Code of the Grantor Trust.
 
Other Advance Report Date” means with respect to a Non-Serviced Companion Loan or a Serviced Companion Loan, as applicable, which has been deposited into a commercial mortgage securitization trust, the date under the related Other Companion Loan Pooling and Servicing Agreement that the related Other Master Servicer is required (pursuant to the terms thereof) to make a determination as to whether it will make a P&I Advance as required under such Other Companion Loan Pooling and Servicing Agreement.
 
Other Certificate Administrator” means the applicable other “certificate administrator” under an Other Companion Loan Pooling and Servicing Agreement relating to a Non-Serviced Companion Loan or a Serviced Companion Loan, as applicable.
 
Other Companion Loan Pooling and Servicing Agreement” means a pooling and servicing agreement relating to a Non-Serviced Companion Loan or a Serviced Companion Loan that creates a commercial mortgage securitization trust, as applicable.  The Other Companion Loan Pooling and Servicing Agreements related to the Trust as of the Closing Date are the MSBAM 2014-C15 Pooling and Servicing Agreement and the COMM 2014-UBS3 Pooling and Servicing Agreement.  Any pooling and servicing agreement entered into in connection with the securitization of the controlling portion of the State Farm Portfolio Non-Serviced Companion Loan or of the Marriott Philadelphia Downtown Non-Serviced Companion Loan shall be an Other Companion Loan Pooling and Servicing Agreement.
 
Other Controlling Class Representative” means the applicable other “controlling class representative” under an Other Companion Loan Pooling and Servicing Agreement relating to a Non-Serviced Companion Loan or a Serviced Companion Loan, as applicable.
 
Other Custodian” means the applicable other “custodian” under an Other Companion Loan Pooling and Servicing Agreement relating to a Non-Serviced Companion Loan or a Serviced Companion Loan, as applicable.
 
Other Depositor” means the applicable other “depositor” under an Other Companion Loan Pooling and Servicing Agreement relating to a Non-Serviced Companion Loan or a Serviced Companion Loan, as applicable.
 
Other Indemnified Parties” has the meaning set forth in Section 1.6(j).
 
 
71

 
 
Other Master Servicer” means the applicable other “master servicer” under an Other Companion Loan Pooling and Servicing Agreement relating to a Non-Serviced Companion Loan or a Serviced Companion Loan, as applicable.
 
Other NRSRO” means a NRSRO that is not a Rating Agency.
 
Other Securitization” means any commercial mortgage securitization trust that holds a Serviced Companion Loan or Non-Serviced Companion Loan or any successor REO Loan with respect thereto.
 
Other Special Servicer” means the applicable other “special servicer” under an Other Companion Loan Pooling and Servicing Agreement relating to a Non-Serviced Companion Loan or a Serviced Companion Loan, as applicable.
 
Other Transaction Party” means any party to an Other Companion Loan Pooling and Servicing Agreement relating to a Non-Serviced Companion Loan or a Serviced Companion Loan, as applicable.
 
Other Trust Advisor” means the applicable other “trust advisor” or “operating advisor” under an Other Companion Loan Pooling and Servicing Agreement relating to a Non-Serviced Companion Loan or a Serviced Companion Loan, as applicable.
 
Other Trustee” means the applicable other “trustee” under an Other Companion Loan Pooling and Servicing Agreement relating to a Non-Serviced Companion Loan or a Serviced Companion Loan, as applicable.
 
Ownership Interest” means, as to any Certificate, any ownership or security interest in such Certificate as the Holder thereof and any other interest therein, whether direct or indirect, legal or beneficial, as owner or as pledgee.
 
P&I Advance” means (other than with respect to a Serviced Companion Loan or a B Note) for any Distribution Date:  (i) with respect to any Mortgage Loan or Specially Serviced Mortgage Loan as to which all or a portion of the Scheduled Payment (other than a Balloon Payment) due during the related Collection Period was not received by the Master Servicer as of the related Determination Date, the portion of such Scheduled Payment not received; (ii) with respect to any Mortgage Loan that is a Balloon Mortgage Loan (excluding any REO Property as to which the related Mortgage Loan provided for a Balloon Payment) as to which a Balloon Payment was due during or prior to the related Collection Period but was delinquent, in whole or in part, as of the related Determination Date, an amount equal to the excess, if any, of the Assumed Scheduled Payment for such Balloon Mortgage Loan for the related Collection Period, over any Late Collections received in respect of such Balloon Payment during such Collection Period that are included in the Available Distribution Amount for such Distribution Date; and (iii) with respect to each REO Property, an amount equal to the excess, if any, of the Assumed Scheduled Payment for the Mortgage Loan related to such REO Property during the related Collection Period, over any remittances of REO Income to the Master Servicer by the Special Servicer that are included in the Available Distribution Amount for such Distribution Date; provided that the interest portion of any Scheduled Payment or Assumed Scheduled Payment shall be advanced at a per annum rate equal to the sum of the Net Mortgage
 
 
72

 
 
Rate relating to such Mortgage Loan or such REO Mortgage Loan, the Certificate Administrator Fee Rate, the Trust Advisor Fee Rate and the CREFC® License Fee Rate, such that the Scheduled Payment or Assumed Scheduled Payment to be advanced as a P&I Advance shall be net of the Master Servicing Fee; and provided, further, that the Scheduled Payment or Assumed Scheduled Payment for any Mortgage Loan which has been modified shall be calculated based on its terms as modified; and provided, further, that the interest component of any P&I Advance with respect to a Mortgage Loan as to which there has been an Appraisal Reduction shall be an amount equal to the product of (i) the amount of interest required to be advanced without giving effect to this proviso and (ii) a fraction, the numerator of which is the Stated Principal Balance of such Mortgage Loan immediately prior to the subject Distribution Date less any Appraisal Reduction applicable to such Mortgage Loan (or, in the case of a Non-Serviced Mortgage Loan or a Serviced Pari Passu Mortgage Loan, the portion of such Appraisal Reduction allocable (based upon their respective Unpaid Principal Balances) to such Non-Serviced Mortgage Loan or Serviced Pari Passu Mortgage Loan under the related Intercreditor Agreement or related Non-Serviced Mortgage Loan Pooling and Servicing Agreement (or with respect to a Joint Mortgage Loan treated as a Loan Pair in accordance with Section 8.30 hereof, Section 8.30 hereof), or in the case of an A/B Whole Loan, the portion of such Appraisal Reduction allocable to the A Note pursuant to the definition of “Appraisal Reduction”), and the denominator of which is the Stated Principal Balance of such Mortgage Loan immediately prior to the subject Distribution Date.  All P&I Advances for any Mortgage Loans that have been modified shall be calculated on the basis of their terms as modified.
 
P&I Advance Amount” means, with respect to any Mortgage Loan or any REO Property, the amount of the P&I Advance for each Mortgage Loan computed for any Distribution Date.
 
Pari Passu Loan Nonrecoverable Advance” means any “Nonrecoverable Servicing Advance” (as defined in the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement) made with respect to any Non-Serviced Mortgage Loan pursuant to and in accordance with the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement; provided that if the applicable Non-Serviced Mortgage Loan Master Servicer shall have made a “Servicing Advance” (as defined in the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement) in the nature of an expenditure benefiting the related Mortgaged Property generally, the portion thereof attributable to any Non-Serviced Mortgage Loan shall be determined based on the outstanding balances of such Non-Serviced Mortgage Loan and all the related pari passu loans secured by such Non-Serviced Mortgage Loan Mortgage on a pari passu basis on the date such advance was made.
 
Pari Passu Loan Primary Servicing Fee Rate” means the “Master Servicing Fee Rate” (as defined in the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement) and any other servicing fee rate (other than those payable to the applicable Non-Serviced Mortgage Loan Special Servicer) applicable to any Non-Serviced Mortgage Loan.  For the avoidance of doubt, (i) the Pari Passu Loan Primary Servicing Fee Rate for each of the Arundel Mills & Marketplace Mortgage Loan and the La Concha Hotel & Tower Mortgage Loan shall be 0.01% per annum, (ii) the Pari Passu Loan Primary Servicing Fee Rate for the State Farm Portfolio Mortgage Loan shall initially be 0.005% per annum, and following the securitization of the controlling portion of the State Farm Portfolio Non-Serviced Companion
 
 
73

 
 
Loan, shall be a rate set forth in the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement, and (iii) the Pari Passu Loan Primary Servicing Fee Rate for the Marriott Philadelphia Downtown Mortgage Loan shall initially be 0.01% per annum, and following the securitization of the controlling portion of the Marriott Philadelphia Downtown Non-Serviced Companion Loan, shall be a rate set forth in the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement, but in no event greater than 0.01% per annum.
 
Participant” means a broker, dealer, bank, other financial institution or other Person for whom the Clearing Agency effects book-entry transfers and pledges of securities deposited with the Clearing Agency.
 
Pass-Through Rate” or “Pass-Through Rates” means:  (a) with respect to any REMIC I Regular Interest for any Distribution Date, the related REMIC I Net Mortgage Rate for such Distribution Date; (b) with respect to any REMIC II Regular Interest for any Distribution Date, the Weighted Average REMIC I Net Mortgage Rate for such Distribution Date; (c) with respect to any Class X REMIC III Regular Interest for any Distribution Date, the Class X Strip Rate with respect to the Corresponding REMIC II Regular Interest for such Distribution Date; (d) with respect to any Class of Class X Certificates for any Distribution Date, the weighted average of the Pass-Through Rates with respect to the related Class X REMIC III Regular Interests for such Distribution Date, weighted on the basis of the respective Notional Amounts of such Class X REMIC III Regular Interests immediately prior to such Distribution Date; (e) with respect to the Class A-1 Certificates for any Distribution Date, 1.294% per annum; (f) with respect to the Class A-2 Certificates for any Distribution Date, 2.849% per annum; (g) with respect to the Class A-SB Certificates for any Distribution Date, 3.477% per annum; (h) with respect to the Class A-3 Certificates, 3.592% per annum; (i) with respect to the Class A-4 Certificates for any Distribution Date, 3.600% per annum; (j) with respect to the Class A-5 Certificates for any Distribution Date, 3.892% per annum; (k) with respect to the Class A-S Certificates, the Class A-S REMIC III Regular Interest and the Class PST Component A-S for any Distribution Date, 4.094% per annum; (l) with respect to the Class B Certificates, the Class B REMIC III Regular Interest and the Class PST Component B for any Distribution Date, the Weighted Average REMIC I Net Mortgage Rate less 0.433%; (m) with respect to the Class C Certificates, the Class C REMIC III Regular Interest and the Class PST Component C for any Distribution Date, the Weighted Average REMIC I Net Mortgage Rate; (n) with respect to the Class D Certificates for any Distribution Date, the Weighted Average REMIC I Net Mortgage Rate; (o) with respect to the Class E and Class F Certificates for any Distribution Date, the Weighted Average REMIC I Net Mortgage Rate less 0.500%; and (p) with respect to the Class G and Class H Certificates for any Distribution Date, 3.586% per annum.
 
PCAOB” means the Public Company Accounting Oversight Board.
 
Penalty Charges” means, with respect to any Mortgage Loan, A/B Whole Loan or Loan Pair (including any related REO Property), any amounts actually collected thereon that represent Default Interest and/or Late Fees but excluding any amounts allocable to a Non-Serviced Mortgage Loan and its related Non-Serviced Companion Loan pursuant to the terms of the related Non-Serviced Mortgage Loan Intercreditor Agreement.
 
 
74

 
 
Percentage Interest” means: (a) with respect to each Certificate other than a Class V or Class R Certificate, the fraction of the relevant Class evidenced by such Certificate, expressed as a percentage (carried to four (4) decimal places and rounded, if necessary), the numerator of which is the Certificate Balance or Notional Amount, as applicable, represented by such Certificate as of the Closing Date as stated on the face of such Certificate (subject, in the case of an Exchangeable Certificate, to any adjustments thereto as reflected on the schedule attached to such Certificate) and the denominator of which is the Aggregate Certificate Balance or Notional Amount, as applicable, of all of the Certificates of the relevant Class as of the Closing Date as stated on the face of such Certificate (subject, in the case of an Exchangeable Certificate, to any increase or decrease in such Aggregate Certificate Balance of the relevant Class as a result of exchanges); provided, that if at any time the Aggregate Certificate Balance or Notional Amount of such Class equals zero, the “Percentage Interest” with respect to each Certificate of such Class shall equal zero; and (b) with respect to each Class V and Class R Certificate, the percentage interest in distributions (if any) to be made with respect to the relevant Class, as stated on the face of such Certificate.
 
Performing Party” has the meaning set forth in Section 13.12.
 
Permitted Special Servicer/Affiliate Fees” means any commercially reasonable treasury management fees, banking fees, customary title agent fees and insurance commissions or fees received or retained by the Special Servicer or any of its Affiliates in connection with any services performed hereunder by such party with respect to any Mortgage Loan, Loan Pair, A/B Whole Loan or REO Property.
 
Permitted Transferee” means any Transferee other than:  (a) a Disqualified Organization; (b) any other Person identified in an Opinion of Counsel delivered to the Certificate Administrator and the Trustee to the effect that the transfer of an ownership interest in any Class R Certificate to such Person may cause any REMIC Pool to fail to qualify as a REMIC at any time that the Certificates are outstanding, (c) a Person that is a non-United States Tax Person, (d) any partnership if any of its interests are (or under the partnership agreement are permitted to be) owned, directly or indirectly (other than through a U.S. corporation), by a non-United States Tax Person or (e) a United States Tax Person with respect to whom income from the Class R Certificate is attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of the transferee or any other United States Tax Person.
 
Person” means 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.
 
Phase I Environmental Report” means a report by an Independent Person who regularly conducts environmental site assessments in accordance with then current standards imposed by institutional commercial mortgage lenders and who has a reasonable amount of experience conducting such assessments.
 
Plan” has the meaning set forth in Section 3.3(d).
 
 
75

 
 
Plan Asset Regulations” means the Department of Labor regulations set forth in 29 C.F.R. § 2510.3-101.
 
Planned Principal Balance” means for any Distribution Date, the balance shown for such Distribution Date on Schedule XVII.
 
Preliminary Prospectus” has the meaning set forth in the Preliminary Statement hereto.
 
Prepayment Interest Excess” means, with respect to any Mortgage Loan as to which a full or partial Principal Prepayment (including payment of a Balloon Payment other than in connection with the foreclosure or liquidation of a Mortgage Loan) is made during that portion of any Collection Period after the Due Date for such Mortgage Loan through and including the last day of the Collection Period, the amount of interest that accrues on the amount of such Principal Prepayment from such Due Date to the date such payment was made, plus (if made) any payment by the Mortgagor of interest that would have accrued to the next succeeding Due Date (net of the Master Servicing Fee, the Special Servicing Fee, the Trust Advisor Fee, the Certificate Administrator Fee, the CREFC® License Fee and any servicing fee, certificate administrator fee, trust advisor fee or trustee fee payable in connection with any Non-Serviced Mortgage Loan (in the case of any Non-Serviced Mortgage Loan)), to the extent collected.
 
Prepayment Interest Shortfall” means, with respect to any Mortgage Loan as to which a full or partial Principal Prepayment (including payment of a Balloon Payment other than in connection with the foreclosure or liquidation of a Mortgage Loan) is made during that portion of any Collection Period prior to the Due Date for such Mortgage Loan in such Collection Period, an amount equal to the excess of (A) the aggregate amount of interest which would have accrued on the Stated Principal Balance of such Mortgage Loan if the Mortgage Loan had paid on its Due Date and such Principal Prepayment or Balloon Payment had not been made (net of the Master Servicing Fee, the Special Servicing Fee, the Trust Advisor Fee, the Certificate Administrator Fee, the CREFC® License Fee and any servicing fee, certificate administrator fee, trust advisor fee or trustee fee payable in connection with any Non-Serviced Mortgage Loan (in the case of any Non-Serviced Mortgage Loan)) over (B) the aggregate interest that did so accrue through the date such payment was made (net of such fees).
 
Prepayment Premium” means, with respect to any Mortgage Loan, Serviced Companion Loan or B Note for any Distribution Date, the prepayment premiums, yield maintenance charges or percentage premiums, if any, received during the related Collection Period in connection with Principal Prepayments on such Mortgage Loan, Serviced Companion Loan or B Note.
 
Pricing Date” means June 5, 2014.
 
Primary Collateral” means the portion of the Mortgaged Property securing the Repurchased Loan or Crossed Mortgage Loan, as applicable, that is encumbered by a first mortgage lien.
 
 
76

 
 
Principal Balance Certificates” means, collectively, the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-5, Class A-S, Class B, Class PST, Class C, Class D, Class E, Class F, Class G and Class H Certificates.
 
Principal Distribution Amount” means on any Distribution Date, the amount equal to the excess, if any, of
 
(I)            the sum of:
 
(A)          the following (without duplication):
 
(i)           the principal portion of all Scheduled Payments (other than the principal portion of Balloon Payments) and any Assumed Scheduled Payments, in each case, to the extent received or advanced, as the case may be, in respect of the Mortgage Loans and any REO Mortgage Loans (but not in respect of any Serviced Companion Loan or B Note or any successor REO Serviced Companion Loan or REO B Note) for their respective Due Dates occurring during the related Collection Period; plus
 
(ii)           (x) all payments (including Principal Prepayments and the principal portion of Balloon Payments but not in respect of any Serviced Companion Loan or B Note or any successor REO Serviced Companion Loan or REO B Note) and any other collections (including Liquidation Proceeds (other than the portion thereof, if any, constituting Excess Liquidation Proceeds), Condemnation Proceeds, Insurance Proceeds, Purchase Proceeds and REO Income) received (including, in the case of any Non-Serviced Mortgage Loan, by the related Non-Serviced Mortgage Loan Master Servicer or Non-Serviced Mortgage Loan Special Servicer) on or in respect of the Mortgage Loans and any REO Mortgage Loans (but not in respect of any Serviced Companion Loan or B Note or any successor REO Serviced Companion Loan or REO B Note) during the related Collection Period that were identified and applied by the Master Servicer or the Special Servicer as recoveries of principal thereof in accordance with this Agreement (exclusive of any portion thereof included as part of the Principal Distribution Amount for the immediately preceding Distribution Date pursuant to clause (I)(A)(ii)(y) of this definition) and (y) the principal portion of any Balloon Payments received on or in respect of the Mortgage Loans and any REO Mortgage Loans (but not in respect of any Serviced Companion Loan or B Note or any successor REO Serviced Companion Loan or REO B Note) during the period that that begins two (2) Business Days immediately preceding the related Master Servicer Remittance Date and ends on such Master Servicer Remittance Date and remitted by the Master Servicer to the Distribution Account pursuant to Section 5.2(c) that were identified and applied by the Master Servicer or the Special Servicer as recoveries of principal thereof in accordance with this Agreement;
 
(B)           the aggregate amount of any collections received on or in respect of the Mortgage Loans and any REO Mortgage Loans during the related Collection Period that, in each
 
 
77

 
 
case, represents a delinquent amount as to which an Advance had been made, which Advance (or interest thereon) was previously reimbursed during the Collection Period for a prior Distribution Date as part of a Workout-Delayed Reimbursement Amount for which a deduction was made under clause (II)(A) below with respect to a prior Distribution Date;
 
(C)           the aggregate amount of any collections received on or in respect of the Mortgage Loans and any REO Mortgage Loans during the related Collection Period that, in each case, represents a recovery of an amount previously determined (in a Collection Period for a prior Distribution Date) to have been a Nonrecoverable Advance (or interest thereon) and for which a deduction was made under clause (II)(B) below with respect to a prior Distribution Date; and
 
(D)           any Actual Recoveries of amounts previously paid as Excess Trust Advisor Expenses to the extent such amounts had been allocated as a reduction of the Principal Distribution Amount on any prior Distribution Dates; over
 
(II)           the sum of:
 
(A)          the aggregate amount of Workout-Delayed Reimbursement Amounts (and Advance Interest thereon) that was reimbursed or paid during the related Collection Period to one or more of the Master Servicer, the Special Servicer and the Trustee from amounts in the Collection Account allocable to principal received or advanced with respect to the Mortgage Loans and any REO Mortgage Loans pursuant to subsection (iii) of Section 5.2(a)(II);
 
(B)           the aggregate amount of Nonrecoverable Advances (and Advance Interest thereon) previously made in respect of any Mortgage Loan or REO Mortgage Loan that was reimbursed or paid during the related Collection Period to one or more of the Master Servicer, the Special Servicer and the Trustee during the related Collection Period from amounts in the Collection Account allocable to principal received or advanced with respect to the Mortgage Loans and any REO Mortgage Loans pursuant to subsection (iv) of Section 5.2(a)(II); and
 
(C)           the amount of any Excess Trust Advisor Expenses allocated to reduce the Aggregate Certificate Balance of the Principal Balance Certificates (other than the Exchangeable Certificates and the Control Eligible Certificates) or the Certificate Balance(s) of the related EC REMIC III Regular Interest(s), as applicable, for such Distribution Date pursuant to Section 6.11.
 
Principal Prepayment” means any voluntary or involuntary payment or collection of principal on a Mortgage Loan, a Serviced Companion Loan or a B Note which is received or recovered in advance of its scheduled Due Date and applied to reduce the Unpaid Principal Balance of the Mortgage Loan, Serviced Companion Loan or B Note in advance of its scheduled Due Date, including, without limitation, all proceeds, to the extent allocable to principal, received from the payment of cash in connection with a substitution shortfall pursuant to Section 2.3; provided, that the pledge by a Mortgagor of Defeasance Collateral with respect to a Defeasance Loan shall not be deemed to be a Principal Prepayment.
 
Private Placement Memorandum” has the meaning set forth in the Preliminary Statement hereto.
 
 
78

 
 
Privileged Information” means any (i) correspondence or other communications between the Controlling Class Representative or a Loan-Specific Directing Holder, on the one hand, and the Special Servicer, the Master Servicer, the Certificate Administrator, the Custodian or the Trustee, on the other hand, related to any Specially Serviced Mortgage Loan or the exercise of the consent or consultation rights of the Controlling Class Representative or a Loan-Specific Directing Holder under this Agreement, (ii) correspondence or other communications between the Controlling Class Representative and a Non-Serviced Mortgage Loan Master Servicer, Non-Serviced Mortgage Loan Special Servicer or other party related to the exercise of any consultation rights with respect to a Non-Serviced Mortgage Loan, (iii) strategically sensitive information that the Special Servicer has reasonably determined could compromise the Trust’s position in any ongoing or future negotiations with the related Mortgagor or other interested party, and (iv) legally privileged information; provided that the summary of any Final Asset Status Report prepared pursuant to Section 10.5(a) is deemed not to be Privileged Information (although no such summary shall be made available to any Mortgagor, Manager, Affiliate of a Mortgagor or Manager or agent, principal, partner, member, joint venturer, limited partner, employee, representative, director, trustee or advisor of, or any investor in, any of the foregoing that relates to the Mortgage Loan as to which the applicable Final Asset Status Report relates).
 
Privileged Person” means the Depositor, the Underwriters, the Initial Purchasers, any Seller, the Master Servicer, the Special Servicer, the Rating Agencies, the Controlling Class Representative (during any Collective Consultation Period and any Subordinate Control Period), any Loan-Specific Directing Holder (if and for so long as it is the Loan-Specific Directing Holder with respect to the related A/B Whole Loan or Loan Pair, as the case may be), the Trustee, the Custodian, the Certificate Administrator, the Trust Advisor, a designee of the Depositor and any Person who provides the Certificate Administrator with an Investor Certification or NRSRO Certification, as applicable, which Investor Certification or NRSRO Certification may be submitted electronically via the Certificate Administrator’s Website; provided that in no event shall a Mortgagor, a Manager, an Affiliate of a Mortgagor or Manager or an agent, principal, partner, member, joint venturer, limited partner, employee, representative, director, trustee or advisor of, or any investor in, any of the foregoing be considered a Privileged Person.  The holder of any Serviced Companion Loan, B Note or Non-Serviced Companion Loan (in each case, including any trustee, master servicer, special servicer, controlling class representative, certificate administrator or custodian with respect to any securitization thereof) shall also be a Privileged Person to the extent any such party provides the Certificate Administrator a certification substantially in the form of Exhibit T hereto.
 
Prohibited Party” means (i) a Person that is a proposed Servicing Function Participant that the Master Servicer, the Certificate Administrator, the Special Servicer, the Trustee, the Custodian, the Trust Advisor or any primary servicer, as applicable, seeks to retain as a Servicing Function Participant and that the Master Servicer, the Certificate Administrator, the Special Servicer, the Trustee, the Custodian, the Trust Advisor or any primary servicer, as applicable, has actual knowledge (obtained by written notice or through actual experience) has failed to comply (after any applicable cure period) with its Exchange Act or Regulation AB compliance obligations with respect to the Trust on any prior date or any other securitization transaction or (ii) any Person identified in writing (delivered prior to the date of retention) by the Depositor to the Master Servicer, the Certificate Administrator, the Special Servicer, the Trustee,
 
 
79

 
 
the Custodian, the Trust Advisor or any primary servicer, as applicable, as a Person that the Depositor has knowledge has failed on any prior date to comply (after any applicable cure period) with its Exchange Act or Regulation AB obligations with respect to the Trust or any other securitization transaction.
 
Prospectus” has the meaning set forth in the Preliminary Statement hereto.
 
Prospectus Supplement” has the meaning set forth in the Preliminary Statement hereto.
 
PTCE” has the meaning set forth in Section 3.3(d).
 
Purchase Price” means, with respect to the purchase by the Seller or liquidation by the Special Servicer of (i) a Mortgage Loan or an REO Mortgage Loan pursuant to Article II of this Agreement, (ii) an REO Mortgage Loan pursuant to Section 9.15 or (iii) a Mortgage Loan pursuant to Section 9.17 under the circumstances set forth therein, a price equal to the sum (without duplication) of (A) 100% of the Unpaid Principal Balance of such Mortgage Loan or REO Mortgage Loan, plus (B) accrued but unpaid interest thereon calculated at the Mortgage Rate to, but not including, the Due Date in the Collection Period in which such purchase or liquidation occurs, plus (C) the amount of any expenses related to such Mortgage Loan and any related Serviced Companion Loan, B Note or REO Property (including any Servicing Advances and any Advance Interest (which have not been paid by the Mortgagor on the related Mortgage Loan and any related Serviced Companion Loan or B Note) related to such Mortgage Loan and any related Serviced Companion Loan or B Note, the amount of any Servicing Advances (and Advance Interest thereon) that were reimbursed from collections on the other Mortgage Loans pursuant to Section 5.2(a)(II)(iii) and not subsequently recovered from the related Mortgagor, and all Special Servicing Fees and Liquidation Fees paid or payable with respect to the Mortgage Loan and any related Serviced Companion Loan or B Note) that are reimbursable or payable to the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Custodian, any Non-Serviced Mortgage Loan Master Servicer, any Non-Serviced Mortgage Loan Special Servicer, any Non-Serviced Mortgage Loan Trustee or any Non-Serviced Mortgage Loan Certificate Administrator, plus (D) if such Mortgage Loan or REO Mortgage Loan is being repurchased or substituted for by a Seller pursuant to the related Mortgage Loan Purchase Agreement, all expenses reasonably incurred or to be incurred by the Master Servicer, the Special Servicer, the Trust Advisor, the Depositor, the Certificate Administrator, the Trustee or the Custodian in respect of the Material Breach or Material Document Defect giving rise to the repurchase or substitution obligation (and that are not otherwise included in clause (C) above) and any Liquidation Fee payable in connection with any such repurchase.  With respect to a Joint Mortgage Loan, the Purchase Price for each of the applicable Sellers shall be its respective percentage interest as of the Closing Date of the total Purchase Price for such Joint Mortgage Loan.
 
Purchase Proceeds” means any cash amounts received by the Master Servicer in connection with:  (i) the repurchase of a Mortgage Loan or an REO Mortgage Loan by a Seller pursuant to Section 2.3, (ii) the purchase of the Mortgage Loans and REO Properties by the Holders of the Controlling Class, the Master Servicer, the Special Servicer, the Holders of the Class R Certificates or any other applicable Person pursuant to Section 11.1(b), (iii) the purchase
 
 
80

 
 
of an A Note by a holder of the related B Note in accordance with the terms of the related Intercreditor Agreement or (iv) the purchase of a Mortgage Loan by a holder of a mezzanine loan under the related mezzanine intercreditor agreement.
 
Qualified Bidder” means as used in Section 8.29(c), a Person qualified to act as successor Master Servicer hereunder pursuant to Section 8.22(b).
 
Qualified Institutional Buyer” means a qualified institutional buyer qualifying pursuant to Rule 144A.
 
Qualified Insurer” means, (i) with respect to any Mortgage Loan, Serviced Companion Loan or B Note, an insurance company duly qualified as such under the laws of the state in which the related Mortgaged Property is located, duly authorized and licensed in such state to transact the applicable insurance business and to write the insurance but rated no lower than “A” by Fitch (or, if not so rated by Fitch, (x) an equivalent rating by at least two NRSROs (which may include S&P, DBRS and/or Moody’s) or (y) Fitch has issued a Rating Agency Confirmation with respect to such insurance company) and no lower than “A3” by Moody’s (or, if not so rated by Moody’s, then Moody’s has issued a Rating Agency Confirmation with respect to such insurance company) and (ii) with respect to the Servicer Errors and Omissions Insurance Policy or Servicer Fidelity Bond an insurance company that has a claim paying ability with any one of the following ratings: (1) “A-“ or better by Fitch, (2) “A3” or better by Moody’s, (3) “A-” or better by S&P, (4) “A (low)” or better by DBRS or (5) “A:X” or better by A.M. Best, or (iii) in either case, an insurance company not satisfying clause (i) or (ii) but with respect to which a Rating Agency Confirmation is obtained from each Rating Agency.  “Qualified Insurer” shall also mean any entity that satisfies all of the criteria, other than the ratings criteria, set forth in one of the foregoing clauses and whose obligations under the related insurance policy are guaranteed or backed by an entity that satisfies the ratings criteria set forth in such clause (construed as if such entity were an insurance company referred to therein).
 
Qualifying Substitute Mortgage Loan” means, in the case of a Mortgage Loan substituted for a Deleted Mortgage Loan, a Mortgage Loan which, on the date of substitution, (i) has an outstanding principal balance, after deduction of the principal portion of the Scheduled Payment due in the month of substitution, not in excess of the Stated Principal Balance of the Deleted Mortgage Loan; provided, that, to the extent that the principal balance of such Mortgage Loan is less than the Stated Principal Balance of the Deleted Mortgage Loan, then such differential in principal amount, together with interest thereon at the Mortgage Rate on the related Mortgage Loan from the date as to which interest was last paid through the last day of the month in which such substitution occurs, shall be paid by the party effecting such substitution to the Master Servicer for deposit into the Collection Account, and shall be treated as a Principal Prepayment hereunder; (ii) is accruing interest at a rate of interest at least equal to that of the Deleted Mortgage Loan; (iii) has a remaining term to stated maturity not greater than, and not more than two (2) years less than, that of the Deleted Mortgage Loan; (iv) has an original Loan-to-Value Ratio not higher than that of the Deleted Mortgage Loan and a current Loan-to-Value Ratio (equal to the outstanding principal balance on the date of substitution divided by its current Appraised Value) not higher than the current Loan-to-Value Ratio of the Deleted Mortgage Loan and has a current Debt Service Coverage Ratio equal to or greater than the current Debt Service Coverage Ratio of the Deleted Mortgage Loan; (v) will comply with all of the representations
 
 
81

 
 
and warranties relating to Mortgage Loans set forth in the applicable Mortgage Loan Purchase Agreement, as of the date of substitution; (vi) has a Phase I Environmental Report relating to the related Mortgaged Property in its Mortgage Files and such Phase I Environmental Report does not, in the good faith reasonable judgment of the Special Servicer, consistent with the Servicing Standard, raise material issues that have not been adequately addressed; (vii) has an engineering report relating to the related Mortgaged Property in its Mortgage Files and such engineering report does not, in the good faith reasonable judgment of the Special Servicer, consistent with the Servicing Standard raise material issues that have not been adequately addressed; and (viii) as to which the Trustee and the Certificate Administrator have received an Opinion of Counsel, at the related Seller’s expense, that such Mortgage Loan is a “qualified replacement mortgage” within the meaning of Section 860G(a)(4) of the Code; provided that no Mortgage Loan may have a Maturity Date after the date three (3) years prior to the Rated Final Distribution Date, and provided, further, that no such Mortgage Loan shall be substituted for a Deleted Mortgage Loan unless a Rating Agency Communication has been provided to each Rating Agency, and provided, further, that, during any Subordinate Control Period, no such Mortgage Loan shall be substituted for a Deleted Mortgage Loan unless the Controlling Class Representative shall have approved of such substitution (provided, that such approval of the Controlling Class Representative may not be unreasonably withheld).  If either one mortgage loan is substituted for more than one Deleted Mortgage Loan or more than one mortgage loan is substituted for one or more Deleted Mortgage Loans, then (A) the principal balances referred to in clause (i) above shall be determined on the basis of aggregate principal balances and (B) the rates referred to in clause (ii) above and the remaining term to stated maturity referred to in clause (iii) above shall be determined on a weighted average basis (provided, that the Net Mortgage Rate for any Qualifying Substitute Mortgage Loan may not be less than the highest Pass-Through Rate of any outstanding Class of Certificates that is not based on, or subject to a cap equal to, the Weighted Average REMIC I Net Mortgage Rate).  Whenever a Qualifying Substitute Mortgage Loan is substituted for a Deleted Mortgage Loan pursuant to this Agreement, the party effecting such substitution shall certify that such Mortgage Loan meets all of the requirements of this definition and shall send such certification to the Certificate Administrator, which shall deliver a copy of such certification to the Master Servicer, the Special Servicer, the Trustee, the Custodian and the Controlling Class Representative promptly, and in any event within five (5) Business Days following the Certificate Administrator’s receipt of such certification.
 
Rated Final Distribution Date” means with respect to each rated Class of Certificates, the Distribution Date in June 2047.
 
Rating Agencies” means Fitch, KBRA and Moody’s; provided, that with respect to any matter affecting a Non-Serviced Mortgage Loan or any Serviced Companion Loan, “Rating Agency” shall also refer to any NRSRO engaged to rate the Serviced Companion Loan Securities or securities related to such Non-Serviced Mortgage Loan.
 
Rating Agency Communication” means any written communication intended for a Rating Agency, which shall be delivered at least ten (10) Business Days prior to completing such action, in electronic document format suitable for website posting to the 17g-5 Information Provider (which will be required to post such request on the 17g-5 Information Provider’s Website in accordance with Section 5.7).
 
 
82

 
 
Rating Agency Confirmation” means, with respect to any matter, written confirmation (which may be in any format that is consistent with the policies, procedures or guidelines of the applicable Rating Agency at the time such Rating Agency Confirmation is sought, including, without limitation, by way of electronic communication, press release or any other written communication and need not be directed or addressed to any party to this Agreement) 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 or withdrawal of the then-current rating assigned to any Class of Certificates or, if applicable, any class of Serviced Companion Loan Securities or securities related to a Non-Serviced Mortgage Loan, in each case, 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 Rating Agency Confirmation (or such other waiver as set forth in Section 1.7) is sought shall be deemed to satisfy the requirement for the Rating Agency Confirmation from such Rating Agency with respect to such matter.  At any time during which no Certificates, Serviced Companion Loan Securities or securities related to a Non-Serviced Mortgage Loan are rated by a Rating Agency, no Rating Agency Confirmation shall be required from that Rating Agency.
 
Rating Agency Inquiry” shall have the meaning set forth in Section 5.7(g).
 
Realized Interest Loss” means, with respect to each Mortgage Loan (including an REO Mortgage Loan), (i) in the case of a Liquidation Realized Loss, the portion of any Liquidation Realized Loss that exceeds the Realized Principal Loss on the related Mortgage Loan, (ii) in the case of a Bankruptcy Loss, the portion of such Realized Loss attributable to accrued interest on the related Mortgage Loan, (iii) in the case of an Expense Loss, an Expense Loss resulting in any period from the payment of the Special Servicing Fee and any Expense Losses treated as Realized Interest Losses pursuant to clause (iv) of the definition of “Realized Principal Loss” or (iv) in the case of a Modification Loss, a Modification Loss set forth in clause (iii) of the definition thereof.
 
Realized Loss” means a Liquidation Realized Loss, a Modification Loss, a Bankruptcy Loss or an Expense Loss with respect to a Mortgage Loan (including an REO Mortgage Loan).
 
Realized Principal Loss” means, with respect to each Mortgage Loan (including an REO Mortgage Loan), (i) in the case of a Liquidation Realized Loss, the amount of such Liquidation Realized Loss, to the extent that it does not exceed the Unpaid Principal Balance (plus the amount of any Unliquidated Advance with respect to such Mortgage Loan) of the Mortgage Loan, (ii) in the case of a Modification Loss, the amount of such Modification Loss set forth in clause (i) of the definition thereof, (iii) in the case of a Bankruptcy Loss, the portion of such Bankruptcy Loss attributable to the reduction in the principal balance of the related Mortgage Loan, (iv) in the case of an Expense Loss, the amount of such Expense Loss (other than Expense Losses resulting from the payment of Special Servicing Fees) to the extent that such Expense Loss does not exceed amounts collected in respect of the Mortgage Loans that were identified as allocable to principal in the Collection Period in which such Expense Losses were incurred, and any such excess shall be treated as a Realized Interest Loss, (v) any Nonrecoverable Advance reimbursed from collections of principal on the Mortgage Loans
 
 
83

 
 
(including REO Mortgage Loans), and (vi) any Unliquidated Advance that is determined by the Master Servicer to be a Nonrecoverable Advance.
 
Record Date” means, for each Distribution Date, the close of business on the last Business Day of the month immediately preceding the month in which such Distribution Date occurs.
 
Recoveries” means, as of any Distribution Date, any amounts recovered with respect to a Mortgage Loan, a Serviced Companion Loan, a B Note or REO Property following the period in which a Final Recovery Determination occurs plus other amounts defined as “Recoveries” herein.
 
Registered Certificates” has the meaning set forth in the Preliminary Statement hereto.
 
Registered Global Certificate” means, with respect to any Registered Certificate, a single, permanent global Certificate, in definitive, fully registered form without interest coupons.
 
Regulation AB” means 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 S” means Regulation S under the Securities Act.
 
Regulation S Certificate” means a written certification substantially in the form set forth in Exhibit F hereto certifying that a beneficial owner of an interest in a Regulation S Temporary Global Certificate is not a U.S. Person (as defined in Regulation S).
 
Regulation S Global Certificates” means the Regulation S Permanent Global Certificates together with the Regulation S Temporary Global Certificates.
 
Regulation S Permanent Global Certificate” means any single permanent global Certificate, in definitive, fully registered form without interest coupons received in exchange for a Regulation S Temporary Global Certificate.
 
Regulation S Temporary Global Certificate” means, with respect to any Class of Certificates offered and sold outside of the United States in reliance on Regulation S, a single temporary global Certificate, in definitive, fully registered form without interest coupons.
 
Rehabilitated Mortgage Loan” means any Specially Serviced Mortgage Loan with respect to which (i) three (3) consecutive Scheduled Payments have been made (in the case of any such Mortgage Loan, Serviced Companion Loan or B Note that was modified, based on the modified terms), or a complete defeasance shall have occurred, (ii) no other Servicing Transfer Event has occurred and is continuing (or, with respect to determining whether a
 
 
84

 
 
Required Appraisal Loan is a Rehabilitated Mortgage Loan for applying Appraisal Reductions, no other Appraisal Event has occurred and is continuing) and (iii) the Trust has been reimbursed for all costs incurred as a result of the occurrence of a Servicing Transfer Event, such amounts constitute a Workout-Delayed Reimbursement Amount, or such amounts have been forgiven.  An A Note shall not constitute a Rehabilitated Mortgage Loan unless its related B Note would constitute a Rehabilitated Mortgage Loan.  A B Note shall not constitute a Rehabilitated Mortgage Loan unless its related A Note also would constitute a Rehabilitated Mortgage Loan.  A Serviced Pari Passu Mortgage Loan shall not constitute a Rehabilitated Mortgage Loan unless its related Serviced Companion Loan would constitute a Rehabilitated Mortgage Loan.  A Serviced Companion Loan shall not constitute a Rehabilitated Mortgage Loan unless its related Serviced Pari Passu Mortgage Loan also would constitute a Rehabilitated Mortgage Loan.
 
Release Date” means the date forty (40) days after the later of (i) the commencement of the offering of the Certificates and (ii) the Closing Date.
 
Relevant Servicing Criteria” means the Servicing Criteria applicable to each Reporting Servicer (as set forth, with respect to the Master Servicer, the Special Servicer, the Trustee, the Trust Advisor, the Custodian or the Certificate Administrator, on Schedule X attached hereto).  For clarification purposes, multiple Reporting Servicers can have responsibility for the same Relevant Servicing Criteria and some of the Servicing Criteria will not be applicable to certain Reporting Servicers.  With respect to a Servicing Function Participant engaged by the Master Servicer, the Special Servicer, the Trustee, the Custodian, the Certificate Administrator or any Sub-Servicer, the term “Relevant Servicing Criteria” may refer to a portion of the Relevant Servicing Criteria applicable to the Master Servicer, the Special Servicer, the Trustee, the Custodian, the Certificate Administrator or such Sub-Servicer.
 
REMIC” means a real estate mortgage investment conduit within the meaning of Section 860D of the Code.
 
REMIC I” means the segregated pool of assets consisting of the Mortgage Loans (other than any Excess Interest payable thereon), such amounts with respect thereto as shall from time to time be held in the Collection Account, the Excess Liquidation Proceeds Reserve Account, the TA Unused Fees Reserve Account, the Distribution Account (other than the portion thereof constituting the Excess Interest Sub-account) and the Interest Reserve Account, the Insurance Policies (other than the interests of the holder of any Non-Serviced Companion Loan or Serviced Companion Loan or B Note therein) and any REO Properties or beneficial interests therein (other than the interests of the holder of any Non-Serviced Companion Loan or any Serviced Companion Loan or B Note therein), for which a REMIC election will be made pursuant to Section 12.1(a) hereof.  The Excess Interest on the ARD Mortgage Loans and the Excess Interest Sub-account shall constitute assets of the Trust but shall not be a part of any REMIC Pool formed hereunder.  The Non-Serviced Companion Loans and any amounts payable thereon shall not constitute assets of the Trust or any REMIC Pool formed hereunder.  No B Note or any amounts payable thereon shall constitute an asset of the Trust or any REMIC Pool formed hereunder.  No Serviced Companion Loan or any amounts payable thereon shall constitute an asset of the Trust or any REMIC Pool formed hereunder.
 
 
85

 
 
REMIC I Interests” means, collectively, the REMIC I Regular Interests and the REMIC I Residual Interest.
 
REMIC I Net Mortgage Rate” means, with respect to any Distribution Date, as to any REMIC I Regular Interest, a rate per annum equal to:  (a) if the related Mortgage Loan (including an REO Mortgage Loan) accrues interest on the basis of a 360-day year consisting of twelve (12) 30-day months (“30/360 basis”), the Net Mortgage Rate of such related Mortgage Loan as of the Cut-Off Date and without regard to any modification, waiver or amendment of the terms thereof following the Cut-Off Date; and (b) if the related Mortgage Loan (including an REO Mortgage Loan) accrues interest on a basis other than a 30/360 basis, the annualized rate at which interest would have to accrue in respect of the related Mortgage Loan on a 30/360 basis for the related Mortgage Loan Accrual Period, in order to produce the amount of net interest that would have accrued during the related Mortgage Loan Accrual Period assuming a net interest rate equal to the rate set forth in clause (a) above and assuming an interest accrual basis that is the same as the actual interest accrual basis of such Mortgage Loan, provided that for purposes of this clause (b), commencing in 2015, (i) except with respect to the final Distribution Date, the REMIC I Net Mortgage Rate with respect to the subject REMIC I Regular Interest for the Distribution Dates in both January and February in any year that is not a leap year and in February in any year that is a leap year, shall be determined net of any amounts transferred to the Interest Reserve Account, and (ii) the REMIC I Net Mortgage Rate with respect to the subject REMIC I Regular Interest for the Distribution Date in March and the final Distribution Date shall be determined taking into account the addition of any amounts withdrawn from the Interest Reserve Account.
 
REMIC I Principal Amount” means, with respect to any REMIC I Regular Interest, as of any date or time of determination, the then unpaid principal amount thereof, such amount being equal to the Cut-Off Date Principal Balance of the related Mortgage Loan, minus (i) the amount of all principal distributions previously deemed made with respect to such REMIC I Regular Interest pursuant to Section 6.3(a) and (ii) all Collateral Support Deficits allocated to such REMIC I Regular Interest in reduction of its REMIC I Principal Amount pursuant to Section 6.6.
 
REMIC I Regular Interests” means, collectively, the uncertificated interests designated as “regular interests” (within the meaning of the REMIC Provisions) in REMIC I, each of which relates to a separate specific Mortgage Loan (including an REO Mortgage Loan) and any Qualifying Substitute Mortgage Loan that may replace such Mortgage Loan, has an initial REMIC I Principal Amount equal to the Cut-Off Date Principal Balance of such Mortgage Loan, and has a Pass-Through Rate equal to the applicable REMIC I Net Mortgage Rate from time to time.
 
REMIC I Residual Interest” means the “residual interest” (within the meaning of the REMIC Provisions) in REMIC I evidenced by the Class R Certificates.  The REMIC I Residual Interest has no principal amount or Pass-Through Rate.
 
REMIC II” means the segregated pool of assets consisting of the REMIC I Regular Interests and related amounts in the Distribution Account for which a REMIC election will be made pursuant to Section 12.1(a) hereof.
 
 
86

 
 
REMIC II Interests” means, collectively, the REMIC II Regular Interests and the REMIC II Residual Interest.
 
REMIC II Principal Amount” means, (i) with respect to any REMIC II Regular Interest (other than REMIC II Regular Interest A-S, REMIC II Regular Interest B or REMIC II Regular Interest C), as of any date or time of determination, the then Aggregate Certificate Balance of the Class of Corresponding Certificates and (ii) with respect to REMIC II Regular Interest A-S, REMIC II Regular Interest B or REMIC II Regular Interest C, as of any date or time of determination, the Certificate Balance of the Class A-S REMIC III Regular Interest, the Class B REMIC III Regular Interest or the Class C REMIC III Regular Interest, respectively.
 
REMIC II Regular Interest A-1” means the uncertificated interest designated as a “regular interest” (within the meaning of the REMIC Provisions) in REMIC II, which shall consist of an interest having a REMIC II Principal Amount equal to the Aggregate Certificate Balance of the Class A-1 Certificates, and which has a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage Rate from time to time.
 
REMIC II Regular Interest A-2” means the uncertificated interest designated as a “regular interest” (within the meaning of the REMIC Provisions) in REMIC II, which shall consist of an interest having a REMIC II Principal Amount equal to the Aggregate Certificate Balance of the Class A-2 Certificates, and which has a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage Rate from time to time.
 
REMIC II Regular Interest A-SB” means the uncertificated interest designated as a “regular interest” (within the meaning of the REMIC Provisions) in REMIC II, which shall consist of an interest having a REMIC II Principal Amount equal to the Aggregate Certificate Balance of the Class A-SB Certificates, and which has a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage Rate from time to time.
 
REMIC II Regular Interest A-3” means the uncertificated interest designated as a “regular interest” (within the meaning of the REMIC Provisions) in REMIC II, which shall consist of an interest having a REMIC II Principal Amount equal to the Aggregate Certificate Balance of the Class A-3 Certificates, and which has a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage Rate from time to time.
 
REMIC II Regular Interest A-4” means the uncertificated interest designated as a “regular interest” (within the meaning of the REMIC Provisions) in REMIC II, which shall consist of an interest having a REMIC II Principal Amount equal to the Aggregate Certificate Balance of the Class A-4 Certificates, and which has a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage Rate from time to time.