Pooling And Servicing Agreement

J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP., as Depositor WELLS FARGO BANK, NATIONAL ASSOCIATION, as Master Servicer LNR PARTNERS, LLC, as Special Servicer WELLS FARGO BANK, NATIONAL ASSOCIATION, as Certificate Administrator WILMINGTON TRUST, ...

 
Exhibit 4.1
 
J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.,
as Depositor
 
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Master Servicer
 
LNR PARTNERS, LLC,
as Special Servicer
 
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Certificate Administrator
 
WILMINGTON TRUST, NATIONAL ASSOCIATION,
as Trustee
 
and
 
PENTALPHA SURVEILLANCE LLC,
as Senior Trust Advisor
 
 
Dated as of
 
October 1, 2014
 
Commercial Mortgage Pass-Through Certificates
 
Series 2014-C24
 
 
 

 
 
TABLE OF CONTENTS

     
Page
       
 
ARTICLE I
   
       
 
DEFINITIONS
   
Section 1.01
Defined Terms
 
6
Section 1.02
Certain Calculations
 
112
       
 
ARTICLE II CONVEYANCE OF MORTGAGE LOANS;
   
 
ORIGINAL ISSUANCE OF CERTIFICATES
   
       
Section 2.01
Conveyance of Mortgage Loans and the ESK Companion Loan
 
113
Section 2.02
Acceptance by Trustee
 
119
Section 2.03
Representations, Warranties and Covenants of the Depositor; Mortgage Loan Sellers’ Repurchase or Substitution of Mortgage Loans or ESK Companion Loan for Defects in Mortgage Files and Breaches of Representations and Warranties
 
124
Section 2.04
Execution of Certificates; Issuance of Uncertificated Lower-Tier Interests
 
131
Section 2.05
Creation of the Grantor Trust
 
132
       
 
ARTICLE III
   
       
 
ADMINISTRATION AND
   
 
SERVICING OF THE TRUST FUND
   
       
Section 3.01
Master Servicer To Act as Master Servicer; Special Servicer To Act as Special Servicer; Administration of the Mortgage Loans, the Serviced Companion Loans, the ESK Companion Loan and REO Properties
 
132
Section 3.02
Collection of Mortgage Loan Payments
 
140
Section 3.03
Collection of Taxes, Assessments and Similar Items; Servicing Accounts
 
144
Section 3.04
The Certificate Account, the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the Companion Distribution Account, the Interest Reserve Account, the Excess Interest Distribution Account, the Gain-on-Sale Reserve Account, the Class EC Distribution Account and the Class ESK Distribution Account
 
149
Section 3.05
Permitted Withdrawals from the Certificate Account, the Distribution Accounts and the Companion Distribution Account
 
156
Section 3.06
Investment of Funds in the Certificate Account and the REO Account
 
166
Section 3.07
Maintenance of Insurance Policies; Errors and Omissions and Fidelity Coverage
 
168
Section 3.08
Enforcement of Due-on-Sale Clauses; Assumption Agreements
 
173
 
 
-i-

 

 
Section 3.09
Realization Upon Defaulted Mortgage Loans, Companion Loans and the ESK Companion Loan
 
177
Section 3.10
Trustee and Certificate Administrator to Cooperate; Release of Mortgage Files
 
181
Section 3.11
Servicing Compensation
 
182
Section 3.12
Inspections; Collection of Financial Statements
 
188
Section 3.13
[Reserved.]
 
193
Section 3.14
[Reserved.]
 
193
Section 3.15
Access to Certain Information
 
193
Section 3.16
Title to REO Property; REO Account
 
202
Section 3.17
Management of REO Property
 
204
Section 3.18
Sale of Defaulted Mortgage Loans and REO Properties
 
206
Section 3.19
Additional Obligations of Master Servicer and Special Servicer
 
213
Section 3.20
Modifications, Waivers, Amendments and Consents
 
215
Section 3.21
Transfer of Servicing Between Master Servicer and Special Servicer; Recordkeeping; Asset Status Report
 
224
Section 3.22
Sub-Servicing Agreements
 
230
Section 3.23
Representations, Warranties and Covenants of the Master Servicer
 
233
Section 3.24
Representations, Warranties and Covenants of the Special Servicer
 
235
Section 3.25
Interest Reserve Account
 
236
Section 3.26
[Reserved.]
 
236
Section 3.27
Directing Certificateholder and Senior Trust Advisor Contact with Master Servicer and Special Servicer
 
236
Section 3.28
Controlling Class Certificateholders and Directing Certificateholder; Certain Rights and Powers of Directing Certificateholder
 
237
Section 3.29
Intercreditor Agreements
 
241
Section 3.30
Rating Agency Confirmation
 
243
Section 3.31
The Senior Trust Advisor
 
245
Section 3.32
Companion Paying Agent
 
252
Section 3.33
Companion Register
 
252
Section 3.34
Certain Matters Relating to the Non-Serviced Mortgage Loan
 
253
Section 3.35
Litigation Control
 
254
Section 3.36
ESK Companion Loan
 
257
Section 3.37
Class ESK Directing Certificateholder
 
258
       
 
ARTICLE IV
   
       
 
DISTRIBUTIONS TO CERTIFICATEHOLDERS
   
       
Section 4.01
Distributions
 
260
Section 4.02
Statements to Certificateholders; CREFC® Investor Reporting Packages; Grant of Power of Attorney
 
271
Section 4.03
P&I Advances
 
277
Section 4.04
Allocation of Collateral Support Deficit
 
280
Section 4.05
Appraisal Reductions
 
281
Section 4.06
Certificate Deferred Interest
 
285
 
 
-ii-

 
 
Section 4.07
Grantor Trust Reporting
 
286
Section 4.08
Investor Q&A Forum; Investor Registry; and Rating Agency Q&A Forum and Document Request Tool
 
287
       
 
ARTICLE V
   
       
 
THE CERTIFICATES
   
       
Section 5.01
The Certificates
 
290
Section 5.02
Form and Registration
 
291
Section 5.03
Registration of Transfer and Exchange of Certificates
 
293
Section 5.04
Mutilated, Destroyed, Lost or Stolen Certificates
 
301
Section 5.05
Persons Deemed Owners
 
301
Section 5.06
Access to List of Certificateholders’ Names and Addresses; Special Notices
 
301
Section 5.07
Maintenance of Office or Agency
 
302
Section 5.08
Appointment of Certificate Administrator
 
302
Section 5.09
Exchangeable Certificates and the Class EC Certificates
 
303
       
 
ARTICLE VI
   
       
 
THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE SENIOR TRUST ADVISOR AND THE DIRECTING CERTIFICATEHOLDER
   
       
Section 6.01
Liability of the Depositor, the Master Servicer, the Senior Trust Advisor and the Special Servicer
 
304
Section 6.02
Merger, Consolidation or Conversion of the Depositor, the Master Servicer, the Senior Trust Advisor or the Special Servicer
 
305
Section 6.03
Limitation on Liability of the Depositor, the Master Servicer, the Special Servicer, the Senior Trust Advisor and Others
 
306
Section 6.04
Depositor, Master Servicer and Special Servicer Not to Resign
 
311
Section 6.05
Rights of the Depositor in Respect of the Master Servicer and the Special Servicer
 
311
Section 6.06
The Master Servicer and the Special Servicer as Certificate Owner
 
312
Section 6.07
The Directing Certificateholder
 
312
       
 
ARTICLE VII
   
       
 
SERVICER TERMINATION EVENTS
   
       
Section 7.01
Servicer Termination Events; Master Servicer and Special Servicer Termination
 
317
Section 7.02
Trustee to Act; Appointment of Successor
 
324
Section 7.03
Notification to Certificateholders
 
326
Section 7.04
Waiver of Servicer Termination Events
 
326
Section 7.05
Trustee as Maker of Advances
 
327
 
 
-iii-

 
 
 
ARTICLE VIII
   
       
 
CONCERNING THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR
   
       
Section 8.01
Duties of the Trustee and the Certificate Administrator
 
327
Section 8.02
Certain Matters Affecting the Trustee and the Certificate Administrator
 
329
Section 8.03
Trustee and Certificate Administrator Not Liable for Validity or Sufficiency of Certificates or Mortgage Loans or ESK Companion Loan
 
331
Section 8.04
Trustee or Certificate Administrator May Own Certificates
 
331
Section 8.05
Fees and Expenses of Trustee and Certificate Administrator; Indemnification of Trustee and Certificate Administrator
 
331
Section 8.06
Eligibility Requirements for Trustee and Certificate Administrator
 
333
Section 8.07
Resignation and Removal of the Trustee and Certificate Administrator
 
333
Section 8.08
Successor Trustee or Certificate Administrator
 
336
Section 8.09
Merger or Consolidation of Trustee or Certificate Administrator
 
336
Section 8.10
Appointment of Co-Trustee or Separate Trustee
 
337
Section 8.11
Appointment of Custodians
 
338
Section 8.12
Representations and Warranties of the Trustee
 
338
Section 8.13
Provision of Information to Certificate Administrator, Master Servicer and Special Servicer
 
339
Section 8.14
Representations and Warranties of the Certificate Administrator
 
340
Section 8.15
Compliance with the Patriot Act
 
341
       
 
ARTICLE IX
   
       
 
TERMINATION
   
       
Section 9.01
Termination upon Repurchase or Liquidation of All Mortgage Loans
 
341
Section 9.02
Additional Termination Requirements
 
345
       
 
ARTICLE X
   
       
 
ADDITIONAL REMIC PROVISIONS
   
       
Section 10.01
REMIC Administration
 
346
Section 10.02
Use of Agents
 
350
Section 10.03
Depositor, Master Servicer and Special Servicer to Cooperate with Certificate Administrator
 
350
Section 10.04
Appointment of REMIC Administrators
 
350
       
 
ARTICLE XI
   
       
 
EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE
   
       
Section 11.01
Intent of the Parties; Reasonableness
 
351
 
 
-iv-

 
 
Section 11.02
Succession; Subcontractors
 
352
Section 11.03
Filing Obligations
 
354
Section 11.04
Form 10-D Filings
 
355
Section 11.05
Form 10-K Filings
 
357
Section 11.06
Sarbanes-Oxley Certification
 
360
Section 11.07
Form 8-K Filings
 
361
Section 11.08
Form 15 Filing
 
363
Section 11.09
Annual Compliance Statements
 
363
Section 11.10
Annual Reports on Assessment of Compliance with Servicing Criteria
 
365
Section 11.11
Annual Independent Public Accountants’ Attestation Report
 
367
Section 11.12
Indemnification
 
368
Section 11.13
Amendments
 
370
Section 11.14
Regulation AB Notices
 
370
Section 11.15
Certain Matters Relating to the Future Securitization of the Serviced Pari Passu Companion Loans
 
371
Section 11.16
Certain Matters Regarding Significant Obligors
 
375
Section 11.17
Impact of Cure Period
 
375
       
 
ARTICLE XII
   
       
 
MISCELLANEOUS PROVISIONS
   
       
Section 12.01
Amendment
 
376
Section 12.02
Recordation of Agreement; Counterparts
 
380
Section 12.03
Limitation on Rights of Certificateholders
 
381
Section 12.04
Governing Law; Submission to Jurisdiction; Waiver of Jury Trial
 
382
Section 12.05
Notices
 
382
Section 12.06
Severability of Provisions
 
388
Section 12.07
Grant of a Security Interest
 
388
Section 12.08
Successors and Assigns; Third Party Beneficiaries
 
389
Section 12.09
Article and Section Headings
 
389
Section 12.10
Notices to the Rating Agencies
 
389
Section 12.11
Precautionary Trust Indenture Act Provisions
 
391
 
 
-v-

 
 
EXHIBITS
 
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-3 Certificate
Exhibit A-4
Form of Class A-4A1 Certificate
Exhibit A-5
Form of Class A-4A2 Certificate
Exhibit A-6
Form of Class 5 Certificate
Exhibit A-7
Form of Class A-SB Certificate
Exhibit A-8
Form of Class X-A Certificate
Exhibit A-9
Form of Class X-B-1 Certificate
Exhibit A-10
Form of Class X-B-2 Certificate
Exhibit A-11
Form of Class X-C Certificate
Exhibit A-12
Form of Class X-D Certificate
Exhibit A-13
Form of Class X-E Certificate
Exhibit A-14
Form of Class A-S Certificate
Exhibit A-15
Form of Class B Certificate
Exhibit A-16
Form of Class C Certificate
Exhibit A-17
Form of Class D Certificate
Exhibit A-18
Form of Class E Certificate
Exhibit A-19
Form of Class F Certificate
Exhibit A-20
Form of Class EC Certificate
Exhibit A-21
Form of Class NR Certificate
Exhibit A-22
Form of Class R Certificate
Exhibit A-23
Form of Class ESK Certificate
Exhibit B
Mortgage Loan Schedule
Exhibit C
Form of Investment Representation Letter
Exhibit D-1
Form of Transferee Affidavit
Exhibit D-2
Form of Transferor Letter
Exhibit E
Form of Request for Release
Exhibit F-1
Form of ERISA Representation Letter regarding ERISA Restricted Certificates
Exhibit F-2
Form of ERISA Representation Letter regarding Class R Certificates
Exhibit G
Form of Statement to Certificateholders
Exhibit H
Form of Omnibus Assignment
Exhibit I
Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate during Restricted Period
Exhibit J
Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period
Exhibit K
Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Rule 144A Book-Entry Certificate during Restricted Period
Exhibit L
Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period
Exhibit M
Form of Transfer Certificate for Non-Book Entry Certificate to Temporary Regulation S Book-Entry Certificate
 
 
-vi-

 
 
Exhibit N
Form of Transfer Certificate for Non-Book Entry Certificate to Regulation S Book-Entry Certificate
Exhibit O
Form of Transfer Certificate for Non-Book Entry Certificate to Rule 144A Book-Entry Certificate
Exhibit P-1
Form of Investor Certification
Exhibit P-2
Form of Certification for NRSROs
Exhibit P-3
Online Market Data Provider Certification
Exhibit Q
Custodian Certification/Exception Report
Exhibit R-1
Form of Power of Attorney – Master Servicer
Exhibit R-2
Form of Power of Attorney – Special Servicer
Exhibit S
Initial Companion Holders and Initial Class ESK Majority Certificateholder
Exhibit T
Form of Notice Relating to the Non-Serviced Mortgage Loan
Exhibit U
Form of Notice and Certification Regarding Defeasance of Mortgage Loan
Exhibit V
Form of Senior Trust Advisor Annual Report
Exhibit W
Form of Notice from Senior Trust Advisor Recommending Replacement of Special Servicer
Exhibit X
Form of Confidentiality Agreement
Exhibit Y
Form Certification to be Provided with Form 10-K
Exhibit Z-1
Form of Certification to be Provided to Depositor by Certificate Administrator
Exhibit Z-2
Form of Certification to be Provided to Depositor by Master Servicer
Exhibit Z-3
Form of Certification to be Provided to Depositor by Special Servicer
Exhibit Z-4
Form of Certification to be Provided to Depositor by Trustee
Exhibit Z-5
Form of Certification to be Provided to Depositor by Senior Trust Advisor
Exhibit Z-6
Form of Certification to be Provided to Depositor by Custodian
Exhibit AA
Servicing Criteria to be Addressed in Assessment of Compliance
Exhibit BB
Additional Form 10-D Disclosure
Exhibit CC
Additional Form 10-K Disclosure
Exhibit DD
Form 8-K Disclosure Information
Exhibit EE
Additional Disclosure Notification
Exhibit FF
Initial Sub-Servicers
Exhibit GG
Servicing Function Participants
Exhibit HH
Form of Annual Compliance Statement
Exhibit II
Form of Report on Assessment of Compliance with Servicing Criteria
Exhibit JJ
CREFC® Payment Information
Exhibit KK
Form of Notice of Additional Indebtedness Notification
Exhibit LL
Form of Notice of Exchangeable Certificates for the Class EC Certificates
Exhibit MM
Additional Disclosure Notification (Accounts)
Exhibit NN
Form of Notice of Purchase of Controlling Class Certificate
Exhibit OO
[Reserved]
Exhibit PP
Form of Notice of Purchase of Class ESK Certificates

 
-vii-

 
 
SCHEDULES
 
Schedule 1
Mortgage Loans With Additional Debt
Schedule 2
Class A-SB Planned Principal Balance Schedule
Schedule 3
Mortgage Loans With “Performance”, “Earn-out” or “Holdback” Escrows or Reserves
 
 
-viii-

 
 
This Pooling and Servicing Agreement is dated and effective as of October 1, 2014, among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Senior Trust Advisor.
 
PRELIMINARY STATEMENT:
 
The Depositor intends to sell commercial mortgage pass-through certificates (collectively, the “Certificates”), to be issued hereunder in multiple classes (each, a “Class”), which in the aggregate will evidence the entire beneficial ownership interest in the trust fund (the “Trust Fund”) to be created hereunder, the primary assets of which will be a pool of commercial mortgage loans and a separate trust subordinate companion loan interest in one commercial mortgage loan. As provided herein, the Certificate Administrator shall elect or shall cause an election to be made to treat designated portions of the Trust Fund (exclusive of the Excess Interest, the proceeds thereof in the Excess Interest Distribution Account, any Exchangeable Certificates that have been exchanged for the Class EC Certificates and the proceeds thereof in the Class EC Distribution Account) for federal income tax purposes as two separate real estate mortgage investment conduits (the “Upper-Tier REMIC” and the “Lower-Tier REMIC”, and each a “Trust REMIC” as described herein).
 
In addition, the parties intend that the portions of the Trust Fund consisting of (i) any Exchangeable Certificates that have been exchanged for the Class EC Certificates and the Class EC Distribution Account, and (ii) the Excess Interest, the Excess Interest Distribution Account and the proceeds thereof, shall be treated as a grantor trust under subpart E, part I of subchapter J of the Code for federal income tax purposes (the “Grantor Trust”). Solely for tax purposes, the Class EC Certificates shall represent undivided beneficial interests in the portion of the Grantor Trust consisting of the exchanged Exchangeable Certificates and the Class EC Distribution Account. The Class EC Certificates do not represent an interest in an entity other than the Trust and, for the avoidance of doubt, the Grantor Trust is not a separate legal entity. The Class NR Certificates shall represent undivided beneficial interests in the portion of the Grantor Trust consisting of the Excess Interest and proceeds thereof in the Excess Interest Distribution Account. As provided herein, the Certificate Administrator shall take all actions expressly required hereunder to ensure that the portion of the Trust Fund consisting of the Grantor Trust maintains its status as a grantor trust under federal income tax law and not be treated as part of the Trust REMICs.
 
The Depositor intends to sell the Certificates (other than the Direct Sale Certificates) to the Underwriters and the Initial Purchasers, and the Depositor intends to sell the Direct Sale Certificates to JPMCB, in an offering exempt from the registration requirements of the federal securities laws.
 
LOWER-TIER REMIC
 
The Lower-Tier REMIC will hold the Mortgage Loans (exclusive of Excess Interest) and the ESK Companion Loan and will issue the Class LA1, Class LA2, Class LA3,
 
 
 

 
 
Class LA4A1, Class LA4A2, Class LA5, Class LASB, Class LAS, Class LB, Class LC, Class LD, Class LE, Class LF and Class LNR Uncertificated Interests (the “Uncertificated Lower-Tier Interests”) and the Class ESK Certificates, which will evidence the “regular interests” in the Lower-Tier REMIC created hereunder. The Lower-Tier REMIC will also issue the uncertificated Class LR Interest, which is the sole Class of “residual interest” in the Lower-Tier REMIC and is represented by the Class R Certificates.
 
The following table sets forth (i) the Original Lower-Tier Principal Amounts and per annum rates of interest for the Uncertificated Lower-Tier Interests and the Class LR Interest and (ii) the Original Certificate Balance and Pass-Through Rate for the Class ESK Certificates:
 
Class Designation
 
 
Interest Rate
or Initial
Pass-Through
Rate
 
 
Original Lower-Tier
Principal Amount or
Certificate Balance
Class LA1
 
(1)
 
$     35,864,000
Class LA2
 
(1)
 
$   184,014,000
Class LA3
 
(1)
 
$     41,040,000
Class LA4A1
 
(1)
 
$   190,000,000
Class LA4A2
 
(1)
 
$     75,000,000
Class LA5
 
(1)
 
$   297,354,000
Class LASB
 
(1)
 
$     66,649,000
Class LAS
 
(1)
 
$     76,279,000
Class LB
 
(1)
 
$     76,278,000
Class LC
 
(1)
 
$     47,675,000
Class LD
 
(1)
 
$     81,046,000
Class LE
 
(1)
 
$     25,426,000
Class LF
 
(1)
 
$     14,303,000
Class LNR
 
(1)
 
$     60,387,147
Class LR
 
None(2)
 
None
Class ESK
 
9.989400%
 
$       5,000,000
 

(1)
The interest rate for such Class of Uncertificated Lower-Tier Interests on any Distribution Date will be the Weighted Average Net Mortgage Rate for such Distribution Date.
 
(2)
The Class LR Interest (evidenced by the Class R Certificates) will not have a Certificate Balance or Notional Amount, will not bear interest and will not be entitled to distributions of Yield Maintenance Charges. Any Available Distribution Amount remaining in the Lower-Tier REMIC Distribution Account after distributing the Lower-Tier Distribution Amount will be deemed distributed to the Class LR Interest and shall be payable to the Holders of the Class R Certificates. Any Class ESK Available Distribution Amount remaining in the Class ESK Distribution Account, after all required distributions under this Agreement have been made to the Class ESK Certificates, will be deemed distributed to the Class LR Interest and shall be payable to the Holders of the Class R Certificates.
 
UPPER-TIER REMIC
 
The Upper-Tier REMIC will hold the Uncertificated Lower-Tier Interests and will issue the Class A-1, Class A-2, Class A-3, Class A-4A1, Class A-4A2, Class A-5, Class A-SB, Class X-A, Class X-B-1, Class X-B-2, Class X-C, Class X-D, Class X-E, Class A-S, Class B,
 
 
-2-

 
 
Class C, Class D, Class E, Class F and Class NR Certificates (exclusive of the portion of the Class NR Certificates representing an interest in the Grantor Trust) which will evidence the “regular interests” in the Upper-Tier REMIC created hereunder. The Upper-Tier REMIC also will issue the uncertificated Class UR Interest, which is the sole Class of “residual interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions and is represented by the Class R Certificates.
 
THE CERTIFICATES
 
The following table (and related paragraphs) sets forth the designation, the pass-through rate (the “Pass-Through Rate”) and the aggregate initial principal amount (the “Original Certificate Balance”) or Notional Amount (the “Original Notional Amount”), as applicable, for each Class of Certificates:
 
Class Designation
 
 
Initial Pass-Through Rate
 
Original
Certificate
Balance or
Notional Amount
Class A-1 Certificates
 
1.5386%
 
$      35,864,000
Class A-2 Certificates
 
2.9403%
 
$    184,014,000
Class A-3 Certificates
 
3.0983%
 
$      41,040,000
Class A-4A1 Certificates
 
3.3726%
 
$    190,000,000
Class A-4A2 Certificates
 
3.3726%
 
$      75,000,000
Class A-5 Certificates
 
3.6385%
 
$    297,354,000
Class A-SB Certificates
 
3.3675%
 
$      66,649,000
Class X-A Certificates
 
1.2406%(1)
 
    $    966,200,000(2)
Class X-B-1 Certificates
 
0.4597%%(1)
 
   $     76,278,000(2)
Class X-B-2 Certificates
 
0.5000%(1)
 
    $      81,046,000(2)
Class X-C Certificates
 
0.5754%(1)
 
    $      25,426,000(2)
Class X-D Certificates
 
0.5754%(1)
 
    $      14,303,000(2)
Class X-E Certificates
 
0.5754%(1)
 
    $      60,387,147(2)
Class A-S Certificates
 
3.9142%
 
$      76,279,000
Class B Certificates
 
4.1157%%
 
$      76,278,000
Class C Certificates
 
4.5754%
 
$      47,675,000
Class D Certificates
 
4.0754%%
 
$      81,046,000
Class E Certificates
 
4.0000%
 
$      25,426,000
Class F Certificates
 
4.0000%
 
$      14,303,000
Class NR Certificates
 
4.0000%
 
$      60,387,147
Class ESK Certificates(3)
 
9.989200%
 
$        5,000,000
Class R Certificates
 
None(4)
 
N/A


(1)
The Pass-Through Rate for the Class X-A Certificates will be calculated in accordance with the definition of “Class X-A Pass-Through Rate”, the Pass-Through Rate for the Class X-B-1 Certificates will be calculated in accordance with the definition of “Class X-B-1 Pass-Through Rate”, the Pass-Through Rate for the Class X-B-2 Certificates will be calculated in accordance with the definition of “Class X-B-2 Pass-Through Rate”, the Pass-Through Rate for the Class X-C Certificates will be calculated in accordance with the definition of “Class X-C Pass-Through Rate”, the Pass-Through Rate for the Class X-D Certificates will be calculated in accordance with the definition of “Class X-D Pass-Through Rate” and the Pass-Through Rate for the Class X-E Certificates will be calculated in accordance with the definition of “Class X-E Pass-Through Rate”.
 
 
-3-

 
 
(2)
None of the Class X-A Certificates, the Class X-B-1 Certificates, the Class X-B-2 Certificates, the Class X-C Certificates, the Class X-D Certificates or the Class X-E Certificates will have a Certificate Balance; rather, such Classes of Certificates will accrue interest as provided herein on the Class X-A Notional Amount, the Class X-B-1 Notional Amount, the Class X-B-2 Notional Amount, the Class X-C Notional Amount, the Class X-D Notional Amount or the Class X-E Notional Amount, as applicable.
 
(3)
The Class ESK Certificates are issued by the Lower-Tier REMIC.
 
(4)
The Class R Certificates will not have a Certificate Balance or a Notional Amount, bear interest or be entitled to distributions of Yield Maintenance Charges. Any Available Distribution Amount remaining in the Upper-Tier REMIC Distribution Account, after all required distributions under this Agreement have been made to each Class of Regular Certificates will be deemed distributed to the Class UR Interest and shall be payable to the Holders of the Class R Certificates.
 
As of the close of business on the Cut-off Date, the Mortgage Loans had an aggregate principal balance, after application of all payments of principal due on or before such date, whether or not received, equal to $1,271,315,148. The principal balance of the ESK Companion Loan as of the Cut-off Date was approximately $5,000,000.
 
The initial Certificate Balance of a Class of Exchangeable Certificates represents the principal balance of such Class without giving effect to any exchange and conversion for Class EC Certificates. The initial Certificate Balance of the Class EC Certificates is equal to the aggregate of the initial Certificate Balances of the Exchangeable Certificates and represents the maximum principal balance of the Class EC Certificates that could be issued in an exchange and conversion. The Class EC Certificates will not have a Pass-Through Rate but will receive distributions of principal and interest that would otherwise be distributable to the Exchangeable Certificates that were converted in an exchange for such Class EC Certificates. For the initial Distribution Date, the effective Pass-Through Rate of the Class EC Certificates is 4.1484%.
 
The Grapevine Mills Pari Passu Companion Loans, the Columbus Square Pari Passu Companion Loans, the 17 State Street Pari Passu Companion Loan, the Hilton Houston Post Oak Pari Passu Companion Loan and the Canyon Ranch Portfolio Pari Passu Companion Loans (each a “Companion Loan” and collectively, the “Companion Loans”) are not part of the Trust Fund, but are each secured by the applicable Mortgage that secures the related Mortgage Loan that is part of the Trust Fund. As and to the extent provided herein, any Companion Loan (other than any Non-Serviced Companion Loan) will be serviced and administered in accordance with this Agreement. Amounts attributable to any Companion Loan will not be assets of the Trust Fund, and (except to the extent that such amounts are payable or reimbursable to any party to this Agreement) will be owned by the related Companion Holders.
 
The Grapevine Mills Whole Loan consists of the Grapevine Mills Mortgage Loan and the Grapevine Mills Pari Passu Companion Loans. The Grapevine Mills Mortgage Loan and the Grapevine Mills Pari Passu Companion Loans are pari passu with each other. The Grapevine Mills Mortgage Loan is part of the Trust Fund. The Grapevine Mills Pari Passu Companion Loans are not part of the Trust Fund. The Grapevine Mills Mortgage Loan and the Grapevine Mills Pari Passu Companion Loans will be serviced and administered in accordance with the JPMBB Commercial Mortgage Securities Trust 2014-C23 Pooling and Servicing Agreement and the Grapevine Mills Intercreditor Agreement.
 
 
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The Columbus Square Whole Loan consists of the Columbus Square Mortgage Loan and the Columbus Square Pari Passu Companion Loans. The Columbus Square Mortgage Loan and the Columbus Square Pari Passu Companion Loans are pari passu with each other. The Columbus Square Mortgage Loan is part of the Trust Fund. The Columbus Square Pari Passu Companion Loans are not part of the Trust Fund. The Columbus Square Mortgage Loan and the Columbus Square Pari Passu Companion Loans will be serviced and administered in accordance with the WFRBS Commercial Mortgage Trust 2014-C22 Pooling and Servicing Agreement and the Columbus Square Intercreditor Agreement.
 
The 17 State Street Whole Loan consists of the 17 State Street Mortgage Loan and the 17 State Street Pari Passu Companion Loan. The 17 State Street Mortgage Loan and the 17 State Street Pari Passu Companion Loan are pari passu with each other. The 17 State Street Mortgage Loan is part of the Trust Fund. The 17 State Street Pari Passu Companion Loan is not part of the Trust Fund. The 17 State Street Mortgage Loan and the 17 State Street Pari Passu Companion Loan will be serviced and administered in accordance with the JPMBB Commercial Mortgage Securities Trust 2014-C23 Pooling and Servicing Agreement and the 17 State Street Intercreditor Agreement.
 
The Hilton Houston Post Oak Whole Loan consists of the Hilton Houston Post Oak Mortgage Loan and the Hilton Houston Post Oak Pari Passu Companion Loan. The Hilton Houston Post Oak Mortgage Loan and the Hilton Houston Post Oak Pari Passu Companion Loan are pari passu with each other. The Hilton Houston Post Oak Mortgage Loan is part of the Trust Fund. The Hilton Houston Post Oak Pari Passu Companion Loan is not part of the Trust Fund. The Hilton Houston Post Oak Mortgage Loan and the Hilton Houston Post Oak Pari Passu Companion Loan will initially be serviced and administered in accordance with this Agreement and the Hilton Houston Post Oak Intercreditor Agreement. From and after the Hilton Houston Post Oak Companion Loan Securitization Date, the Hilton Houston Post Oak Whole Loan will be serviced pursuant to the related Non-Serviced Pooling Agreement and the Hilton Houston Post Oak Intercreditor Agreement.
 
The Canyon Ranch Portfolio Whole Loan consists of the Canyon Ranch Portfolio Mortgage Loan and the Canyon Ranch Portfolio Pari Passu Companion Loans. The Canyon Ranch Portfolio Mortgage Loan and the Canyon Ranch Portfolio Pari Passu Companion Loans are pari passu with each other. The Canyon Ranch Portfolio Mortgage Loan is part of the Trust Fund. The Canyon Ranch Portfolio Pari Passu Companion Loans are not part of the Trust Fund. The Canyon Ranch Portfolio Mortgage Loan and the Canyon Ranch Portfolio Pari Passu Companion Loans will be serviced and administered in accordance with the COMM 2014-UBS5 Mortgage Trust Pooling and Servicing Agreement and the Canyon Ranch Portfolio Intercreditor Agreement.
 
The ESK Whole Loan consists of the ESK Mortgage Loan and the ESK Companion Loan. The ESK Companion Loan is subordinate to the ESK Mortgage Loan. The ESK Companion Loan is part of the Trust Fund and will be evidenced by the Class ESK Certificates. The ESK Whole Loan will be serviced and administered pursuant to this Agreement and the ESK Intercreditor Agreement.
 
 
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In consideration of the mutual agreements herein contained, the parties hereto agree as follows:
 
ARTICLE I
 
DEFINITIONS
 
Section 1.01     Defined Terms. Whenever used in this Agreement, including in the Preliminary Statement, the following capitalized terms, unless the context otherwise requires, shall have the meanings specified in this Article.
 
10-K Filing Deadline”: As defined in Section 11.05(a).
 
15Ga-1 Notice”: As defined in Section 2.02(g).
 
17 State Street Intercreditor Agreement”: That certain Co-Lender Agreement, dated as of September 1, 2014, by and between the holder of the 17 State Street Pari Passu Companion Loan and the holder of the 17 State Street Mortgage Loan, relating to the relative rights of such holders of the 17 State Street Whole Loan, as the same may be further amended in accordance with the terms thereof.
 
17 State Street Mortgage Loan”: With respect to the 17 State Street Whole Loan, the Mortgage Loan that is included in the Trust (identified as Mortgage Loan No. 6 on the Mortgage Loan Schedule), which is designated as promissory note A-3, and is pari passu in right of payment with the 17 State Street Pari Passu Companion Loan to the extent set forth in the 17 State Street Intercreditor Agreement.
 
17 State Street Mortgaged Property”: The Mortgaged Property which secures the 17 State Street Whole Loan.
 
17 State Street Pari Passu Companion Loan”: With respect to the 17 State Street Whole Loan, the Companion Loan evidenced by the related promissory note made by the related Mortgagor and secured by the Mortgage on the 17 State Street Mortgaged Property, which is not included in the Trust and which is pari passu in right of payment to the 17 State Street Mortgage Loan to the extent set forth in the related Mortgage Loan documents and as provided in the 17 State Street Intercreditor Agreement.
 
17 State Street Whole Loan”: The 17 State Street Mortgage Loan, together with the 17 State Street Pari Passu Companion Loan, each of which is secured by the same Mortgage on the 17 State Street Mortgaged Property. References herein to the 17 State Street Whole Loan shall be construed to refer to the aggregate indebtedness under the 17 State Street Mortgage Loan and the 17 State Street Pari Passu Companion Loan.
 
17g-5 Information Provider”: The Certificate Administrator.
 
 
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17g-5 Information Provider’s Website”: The 17g-5 Information Provider’s Internet website, which shall initially be located within the Certificate Administrator’s Website (www.ctslink.com), under the “NRSRO” tab on the page relating to this transaction.
 
30/360 Mortgage Loans”: The Mortgage Loans indicated as such in the Mortgage Loan Schedule.
 
AB Control Appraisal Period”: With respect to (i) any AB Whole Loan, the period during which the holder of any AB Subordinate Companion Loan is the AB Whole Loan Controlling Holder and (ii) the ESK Whole Loan, the ESK Control Appraisal Period.
 
AB Intercreditor Agreement”: Any Intercreditor Agreement by and among the holder of an AB Subordinate Companion Loan and the holder of the related Mortgage Loan, relating to the relative rights of such holders of the AB Whole Loan, as the same may be further amended in accordance with the terms thereof. For the avoidance of doubt, there is no AB Intercreditor Agreement related to the Trust.
 
AB Mortgage Loan”: A senior “A note” that is part of an AB Whole Loan and which is a Mortgage Loan that is part of the Trust. For the avoidance of doubt, there is no AB Mortgage Loan in the Trust Fund.
 
AB Mortgaged Property”: The Mortgaged Property which secures the related AB Whole Loan. For the avoidance of doubt, there is no AB Mortgaged Property related to the Trust.
 
AB Subordinate Companion Loan”: With respect to any AB Whole Loan, the related companion loan evidenced by the related promissory note made by the related Mortgagor and secured by the Mortgage on the AB Mortgaged Property, which is not included in the Trust and which is subordinate in right of payment to the AB Mortgage Loan to the extent set forth in the related Mortgage Loan documents and as provided in the related Intercreditor Agreement. For the avoidance of doubt, there is no AB Subordinate Companion Loan related to the Trust.
 
AB Whole Loan”: A Serviced Whole Loan, which consists of such Mortgage Loan and a related AB Subordinate Companion Loan. For the avoidance of doubt, there is no AB Whole Loan related to the Trust.
 
AB Whole Loan Controlling Holder”: The “Directing Lender” or similarly defined party identified in the related AB Intercreditor Agreement. For the avoidance of doubt, there is no AB Whole Loan Controlling Holder related to the Trust.
 
Acceptable Insurance Default”: With respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan), Serviced Whole Loan or the ESK Whole Loan, a default under the related Mortgage Loan documents arising by reason of (i) any failure on the part of the related Mortgagor to maintain with respect to the related Mortgaged Property specific insurance coverage with respect to, or an all-risk casualty insurance policy that does not specifically exclude, terrorist or similar acts, and/or (ii) any failure on the part of the related Mortgagor to maintain with respect to the related Mortgaged Property insurance coverage with respect to damages or casualties caused by terrorist or similar acts upon terms not materially less favorable
 
 
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than those in place as of the Closing Date, in each case as to which default the Master Servicer and the Special Servicer may forbear taking any enforcement action, provided that the Special Servicer has determined, in its reasonable judgment, based on inquiry consistent with the Servicing Standard and (unless a Control Event has occurred and is continuing, with the consent of the Directing Certificateholder (and after a Control Event has occurred, but prior to the occurrence of a Consultation Termination Event, after consultation with the Directing Certificateholder as provided in Section 6.07 hereof)) (or, with respect to the ESK Whole Loan, and prior to an ESK Control Appraisal Period, with the consent of the Class ESK Directing Certificateholder to the extent required under the related Intercreditor Agreement) (or, with respect to a Serviced AB Whole Loan, and prior to any related AB Control Appraisal Period, with the consent of the related AB Whole Loan Controlling Holder to the extent required under the related Intercreditor Agreement), that either (a) such insurance is not available at commercially reasonable rates and that such hazards are not at the time commonly insured against for properties similar to the related Mortgaged Property and located in or around the region in which such related Mortgaged Property is located, or (b) such insurance is not available at any rate; provided, however, that the Directing Certificateholder (or, with respect to the ESK Whole Loan, and prior to an ESK Control Appraisal Period, with the consent of the Class ESK Directing Certificateholder to the extent required under the related Intercreditor Agreement) (or, with respect to a Serviced AB Whole Loan, the AB Whole Loan Controlling Holder prior to any AB Control Appraisal Period to the extent required under the related Intercreditor Agreement) will not have more than thirty (30) days to respond to the Special Servicer’s request for such consent or consultation; provided, further, that upon the Special Servicer’s determination, consistent with the Servicing Standard, that exigent circumstances do not allow the Special Servicer to consult with the Directing Certificateholder, any Class ESK Directing Certificateholder or any applicable AB Whole Loan Controlling Holder, as applicable, the Special Servicer is not required to do so. Each of the Master Servicer (at its own expense) and the Special Servicer (at the expense of the Trust Fund) shall be entitled to rely on insurance consultants in making the determinations described above.
 
Acceptance Notice”: As defined in Section 3.36(g).
 
Accrued Certificate Interest”: With respect to each Distribution Date and each Class of Regular Certificates, an amount equal to interest for the related Interest Accrual Period at the Pass-Through Rate of such Class of Certificates for such Distribution Date, accrued on the related Certificate Balance (or with respect to the Class X Certificates, the related Notional Amount of such Class) outstanding immediately prior to such Distribution Date (provided that for interest accrual purposes any distributions in reduction of Certificate Balance or Notional Amount or reductions in Certificate Balance or Notional Amount as a result of allocations of Collateral Support Deficit on the Distribution Date occurring in an Interest Accrual Period shall be deemed to have been made on the first day of such Interest Accrual Period). Accrued Certificate Interest shall be calculated on the basis of a 360-day year consisting of twelve 30-day months. With respect to each Class of Exchangeable Certificates and the Class EC Certificates, for purposes of determining allocations and distributions under Section 4.01(a) of this Agreement as between the Exchangeable Certificates and the Class EC Certificates, all amounts of Accrued Certificate Interest of each Class of Exchangeable Certificates for any Distribution Date shall be determined without regard to any exchange and conversion of such Exchangeable Certificates for Class EC Certificates; provided, however, that all amounts of Accrued Certificate
 
 
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Interest that are allocable to Exchangeable Certificates that have been exchanged and converted for Class EC Certificates shall be deemed allocable to such Class EC Certificates, without duplication.
 
Accrued Interest From Recoveries”: With respect to each Distribution Date and any Class of Principal Balance Certificates if such Certificates had an increase to its Certificate Balance as a result of the Trust Fund’s recovery of Nonrecoverable Advances that were previously reimbursed to the Master Servicer or Trustee, as applicable, from the general principal collections, is an amount equal to interest at the Pass-Through Rate applicable to that Class for the applicable Interest Accrual Periods on the amount of such increase to its Certificate Balance accrued from the Distribution Date on which the related Collateral Support Deficit was allocated to such Class as a result of the reimbursement of Nonrecoverable Advances from the Trust (whether such Collateral Support Deficit was allocated as a result of the initial allocation of such Collateral Support Deficit or as a result of further allocations of Collateral Support Deficits unrelated to such initial allocations) to, but not including, the Distribution Date on which the Certificate Balance was so increased. With respect to each Class of Exchangeable Certificates and the Class EC Certificates, for purposes of determining allocations and distributions under Section 4.01(a) of this Agreement as between the Exchangeable Certificates and the Class EC Certificates, all amounts of Accrued Interest From Recoveries of each Class of Exchangeable Certificates for any Distribution Date shall be determined without regard to any exchange and conversion of such Exchangeable Certificates for Class EC Certificates; provided, however, that all amounts of Accrued Interest From Recoveries that would otherwise be allocable to Exchangeable Certificates that have been exchanged and converted for Class EC Certificates shall be deemed allocable to such Class EC Certificates, without duplication.
 
Act”: The Securities Act of 1933, as it may be amended from time to time.
 
Actual/360 Mortgage Loans”: The Mortgage Loans and the ESK Companion Loan, to the extent indicated as such in the Mortgage Loan Schedule.
 
Additional Debt”: With respect to any Mortgage Loan, any debt owed by the related Mortgagor to a party other than the lender under such Mortgage Loan that is secured by the related Mortgaged Property as of the Closing Date as set forth on Schedule 1 hereto, as increased or decreased from time to time pursuant to the terms of the related subordinate or pari passu loan documents (including any Intercreditor Agreement or subordination agreement).
 
Additional Disclosure Notification”: The form of notification to be included with any Additional Form 10-D Disclosure, Additional Form 10-K Disclosure or Form 8-K Disclosure Information which is attached hereto as Exhibit EE.
 
Additional Exclusions”: Exclusions in addition to those customarily found in the insurance policies for mortgaged properties similar to the Mortgaged Properties on or prior to September 11, 2001.
 
Additional Form 10-D Disclosure”: As defined in Section 11.04(a).
 
Additional Form 10-K Disclosure”: As defined in Section 11.05.
 
 
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Additional Servicer”: Each Affiliate of the Master Servicer, the Special Servicer or any Mortgage Loan Seller that services any of the Mortgage Loans and each Person who is not an Affiliate of the Master Servicer, other than the Special Servicer, who services 10% or more of the Mortgage Loans by unpaid principal balance as of any date of determination pursuant to Article XI.
 
Administrative Cost Rate”: As of any date of determination and with respect to each Mortgage Loan or the ESK Companion Loan, as applicable, a per annum rate equal to the sum of the Servicing Fee Rate, the Certificate Administrator Fee Rate (which such fee rate accounts for the Trustee Fee), the Senior Trust Advisor Fee Rate and the CREFC® Intellectual Property Royalty License Fee Rate, in each case computed on the basis of the Stated Principal Balance of the related Mortgage Loan or the ESK Companion Loan, as applicable, and in the same manner as interest is calculated on such Mortgage Loan or ESK Companion Loan, as applicable.
 
Advance”: Any P&I Advance or Servicing Advance.
 
Adverse REMIC Event”: As defined in Section 10.01(f).
 
Affected Party”: As defined in Section 7.01(b).
 
Affected Reporting Party”: As defined in Section 11.12.
 
Affiliate”: With respect to any specified Person, any other Person controlling or controlled by or under common control with such specified Person. For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise and the terms “controlling” and “controlled” have meanings correlative to the foregoing.
 
Agreement”: This Pooling and Servicing Agreement and all amendments hereof and supplements hereto.
 
Anticipated Repayment Date”: With respect to each Mortgage Loan that is indicated on the Mortgage Loan Schedule as having a Revised Rate, the date upon which such Mortgage Loan commences accruing interest at such Revised Rate.
 
Applicable Laws”: As defined in Section 8.15.
 
Applicable State and Local Tax Law”: For purposes hereof, the Applicable State and Local Tax Law shall be (a) the tax laws of the State of New York; and (b) such other state or local tax laws whose applicability shall have been brought to the attention of the Trustee and the Certificate Administrator by either (i) an Opinion of Counsel delivered to it, or (ii) written notice from the appropriate taxing authority as to the applicability of such state or local tax laws.
 
Appraisal”: An appraisal prepared by an Independent MAI appraiser with at least five (5) years’ experience in properties of like kind and in the same area, prepared in
 
 
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accordance with 12 C.F.R. 225.64, or, in connection with an Appraisal Reduction, a valuation meeting the requirements of clause (b)(i)(A)(2) in the definition of Appraisal Reduction.
 
Appraisal Reduced Interest”: With respect to any Mortgage Loan or the ESK Companion Loan, accrued and unpaid interest at the related Mortgage Rate that is not advanced by the Master Servicer or Trustee solely due to the reduction of the interest portion of the related P&I Advance pursuant to Section 4.03(e) hereof.
 
Appraisal Reduction”: For any Distribution Date and for any Mortgage Loan (other than a Non-Serviced Mortgage Loan), Serviced Companion Loan, Serviced Whole Loan, ESK Companion Loan or ESK Whole Loan as to which any Appraisal Reduction Event has occurred, will be an amount, calculated by the Special Servicer (prior to the occurrence of a Consultation Termination Event in consultation with the Directing Certificateholder, and, after the occurrence and during the continuance of a Control Event, in consultation with the Senior Trust Advisor), as of the first Determination Date that is at least ten (10) Business Days following the date on which the Special Servicer receives an Appraisal or conducts a valuation described below, equal to the excess of (a) the Stated Principal Balance of that Mortgage Loan, the Stated Principal Balance of the applicable Serviced Whole Loan or the Stated Principal Balance of the ESK Whole Loan, as the case may be, over (b) the excess of (i) the sum of (A) 90% of the Appraised Value of the related Mortgaged Property as determined (1) by one or more Appraisals obtained by the Special Servicer with respect to any Mortgage Loan (together with any other Mortgage Loan cross-collateralized with such Mortgage Loan), Serviced Whole Loan or ESK Whole Loan, as the case may be, with an outstanding principal balance equal to or in excess of $2,000,000 (the costs of which shall be paid by the Master Servicer as an Advance) or (2) by an internal valuation performed by the Special Servicer with respect to any Mortgage Loan (together with any other Mortgage Loan cross-collateralized with such Mortgage Loan), Serviced Whole Loan or ESK Whole Loan, as the case may be, with an outstanding principal balance less than $2,000,000, minus, with respect to any Appraisals, such downward adjustments as the Special Servicer may make (without implying any obligation to do so) based upon its review of the Appraisal and any other information it deems relevant and (B) all escrows, letters of credit and reserves in respect of such Mortgage Loan, Serviced Whole Loan or ESK Whole Loan, as applicable, as of the date of calculation over (ii) the sum of, as of the Due Date occurring in the month of the date of determination, (A) to the extent not previously advanced by the Master Servicer or the Trustee, all unpaid interest due on such Mortgage Loan, Serviced Whole Loan or ESK Whole Loan, as the case may be, at a per annum rate equal to its Mortgage Rate (and, with respect to the ESK Whole Loan or any AB Whole Loan, any accrued and unpaid interest on the ESK Companion Loan or AB Subordinate Companion Loan, as applicable), (B) all P&I Advances on the related Mortgage Loan and all Servicing Advances on the related Mortgage Loan, Serviced Whole Loan or ESK Whole Loan, as applicable, not reimbursed from proceeds of such Mortgage Loan, Serviced Whole Loan or ESK Whole Loan, as applicable, and interest thereon at the Reimbursement Rate in respect of such Mortgage Loan, Serviced Whole Loan or ESK Whole Loan, as applicable, and (C) all currently due and unpaid real estate taxes, assessments, insurance premiums, ground rents, unpaid Special Servicing Fees and all other amounts due and unpaid with respect to such Mortgage Loan, Serviced Whole Loan or ESK Whole Loan, as the case may be (which taxes, premiums, ground rents and other amounts have not been the subject of an Advance by the Master Servicer, the Special Servicer or the Trustee, as applicable); provided, however, without limiting the Special Servicer’s obligation to order and
 
 
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obtain such Appraisal or perform such valuation, if the Special Servicer has not obtained an Appraisal or performed such valuation, as applicable, referred to above within sixty (60) days of the Appraisal Reduction Event (or with respect to the Appraisal Reduction Events set forth in clauses (i) and (vi) of the definition of Appraisal Reduction Event, within one hundred-twenty (120) days (in the case of clause (i)) or ninety (90) days or one hundred-twenty (120) days, as applicable (in case of clause (vi)) after the initial delinquency for the related Appraisal Reduction Event), the amount of the Appraisal Reduction shall be deemed to be an amount equal to 25% of the current Stated Principal Balance of the related Mortgage Loan, Serviced Whole Loan or ESK Whole Loan, as applicable, until such time as such appraisal or valuation referred to above is received by the Special Servicer and the Appraisal Reduction is calculated as of the first Determination Date that is at least ten (10) Business Days thereafter. Within sixty (60) days after the Appraisal Reduction Event, the Special Servicer shall order and use reasonable efforts to receive an Appraisal (the cost of which shall be paid by the Master Servicer as a Servicing Advance); provided, further, however, that with respect to an Appraisal Reduction Event as set forth in clause (i) of the definition of Appraisal Reduction Event, the Special Servicer shall order and use reasonable efforts to receive such Appraisal within the one hundred-twenty (120)-day period set forth in such clause (i), and with respect to an Appraisal Reduction Event as set forth in clause (vi) of the definition of Appraisal Reduction Event, the Special Servicer shall order and use reasonable efforts to receive such Appraisal within the ninety (90)-day period or one hundred-twenty (120)-day period, as applicable, set forth in such clause (vi); provided, further, however, that in no event shall the Special Servicer be required to order any such Appraisal prior to the conclusion of such sixty (60), ninety (90), or one hundred-twenty (120)-day period, as applicable, and in each case, the related Appraisal shall be promptly delivered in electronic format by the Special Servicer to the Master Servicer, the Directing Certificateholder (but only prior to the occurrence of a Consultation Termination Event), the Certificate Administrator and the Trustee. In connection with any Appraisal Reduction, the Master Servicer will provide the Special Servicer with the information as set forth in Section 4.05(c). The Master Servicer will not calculate Appraisal Reductions.
 
With respect to any Appraisal Reduction calculated for purposes of determining the existence and identity of the Controlling Class pursuant to Section 4.05(a) hereof, the Appraised Value for the related Mortgaged Property determined in connection with clause (b)(i)(A)(1) or clause (b)(i)(A)(2) of the first paragraph of this definition shall be determined on an “as-is” basis.
 
Notwithstanding anything herein to the contrary, the aggregate Appraisal Reduction related to a Mortgage Loan or ESK Companion Loan, as the case may be, or the related REO Property will be reduced to zero as of the date on which such Mortgage Loan or ESK Companion Loan, as the case may be, is paid in full, liquidated, repurchased or otherwise removed from the Trust Fund or as otherwise set forth in Section 4.05(d).
 
Any Appraisal Reduction in respect of a Non-Serviced Whole Loan shall be calculated by the applicable party under and in accordance with and pursuant to the terms of the applicable Non-Serviced Pooling Agreement.
 
Appraisal Reduction Event”: With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan), Serviced Companion Loan, Serviced Whole Loan, ESK
 
 
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Companion Loan and ESK Whole Loan, the earliest of (i) one hundred-twenty (120) days after an uncured delinquency (without regard to the application of any grace period), other than any uncured delinquency in respect of a Balloon Payment, occurs in respect of such Mortgage Loan, Companion Loan or ESK Companion Loan, as applicable, (ii) the date on which a reduction in the amount of Monthly Payments on such Mortgage Loan, Companion Loan or ESK Companion Loan, as applicable, or a change in any other material economic term of such Mortgage Loan, Companion Loan or ESK Companion Loan, as applicable, (other than an extension of the Maturity Date), becomes effective as a result of a modification of such Mortgage Loan, Companion Loan or ESK Companion Loan, as applicable, by the Special Servicer, (iii) thirty (30) days after the date on which a receiver has been appointed for the Mortgaged Property, (iv) thirty (30) days after the date on which a Mortgagor declares bankruptcy (and not otherwise dismissed within such time), (v) sixty (60) days after the date on which an involuntary petition of bankruptcy is filed with respect to a Mortgagor if not dismissed within such time, (vi) ninety (90) days after an uncured delinquency occurs in respect of a Balloon Payment with respect to such Mortgage Loan, Companion Loan or ESK Companion Loan, as applicable, except where a refinancing is anticipated within one hundred-twenty (120) days after the Maturity Date of the Mortgage Loan, Companion Loan or ESK Companion Loan, as applicable, in which case one hundred-twenty (120) days after such uncured delinquency, and (vii) immediately after such Mortgage Loan, Companion Loan or ESK Companion Loan, as applicable, becomes an REO Loan; provided, that the thirty (30) day period referenced in clauses (iii) and clause (iv) shall not apply if the related Mortgage Loan is a Specially Serviced Mortgage Loan; provided, further, however, that an Appraisal Reduction Event shall not occur at any time when the aggregate Certificate Balances of all Classes of Certificates (other than the Class A Certificates) have been reduced to zero. The Special Servicer shall notify the Master Servicer, the Directing Certificateholder, the Class ESK Directing Certificateholder (in the case of the ESK Whole Loan prior to an ESK Control Appraisal Period) and the Senior Trust Advisor, or the Master Servicer shall notify the Special Servicer and the Senior Trust Advisor, as applicable, promptly upon such Person having notice or knowledge of the occurrence of any of the foregoing events. The obligation to obtain an Appraisal following the occurrence of an Appraisal Reduction Event shall be subject to the provisions of Section 4.05 hereof.
 
Appraisal Review Period”: As defined in Section 4.05(b)(ii).
 
Appraised Value”: With respect to any Mortgaged Property (other than a Non-Serviced Mortgaged Property), the appraised value thereof as determined by an Appraisal of the Mortgaged Property securing the related Mortgage Loan, Serviced Whole Loan or ESK Whole Loan, as applicable, and with respect to a Non-Serviced Mortgaged Property, the appraised value allocable thereto, as determined pursuant to the applicable Non-Serviced Pooling Agreement.
 
Appraised-Out Class”: As defined in Section 4.05(b)(i).
 
ARD Loan”: Any Mortgage Loan that is identified on the Mortgage Loan Schedule as having an Anticipated Repayment Date and Revised Rate.
 
Asset Status Report”: As defined in Section 3.21(d).
 
 
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Assignment” and “Assignments”: Each as defined in Section 2.01(c).
 
Assignment of Leases”: With respect to any Mortgaged Property, any assignment of leases, rents and profits or similar instrument executed by the Mortgagor, assigning to the mortgagee all of the income, rents and profits derived from the ownership, operation, leasing or disposition of all or a portion of such Mortgaged Property, in the form which was duly executed, acknowledged and delivered, as amended, modified, renewed or extended through the date hereof and from time to time hereafter.
 
Assignment of Mortgage”: An assignment of Mortgage without recourse, notice of transfer or equivalent instrument, in recordable form, which is sufficient under the laws of the jurisdiction in which the related Mortgaged Property is located to reflect of record the sale of the Mortgage, which assignment, notice of transfer or equivalent instrument may be in the form of one or more blanket assignments covering Mortgages encumbering Mortgaged Properties located in the same jurisdiction, if permitted by law and acceptable for recording.
 
Assumed Scheduled Payment”: For any Due Period and with respect to any Mortgage Loan or ESK Companion Loan, as the case may be, that is delinquent in respect of its Balloon Payment or any REO Loan (excluding, for purposes of determining or making P&I Advances, the portion allocable to any related Companion Loan or the ESK Companion Loan, if applicable), an amount equal to the sum of (a) the principal portion of the Monthly Payment that would have been due on such Mortgage Loan, ESK Companion Loan or REO Loan on the related Due Date based on the constant payment required by the related Mortgage Note or the original amortization schedule of such Mortgage Loan or ESK Companion Loan (as calculated with interest at the related Mortgage Rate), if applicable, assuming such Balloon Payment has not become due, after giving effect to any reduction in the principal balance thereof occurring in connection with a modification of such Mortgage Loan or ESK Companion Loan, as the case may be, in connection with a default or bankruptcy (or similar proceeding), and (b) interest on the Stated Principal Balance of such Mortgage Loan, ESK Companion Loan or REO Loan (excluding, for purposes of determining P&I Advances, the portion allocable to any related Companion Loan or the ESK Companion Loan, if applicable) at the applicable Mortgage Rate (net of interest at the Servicing Fee Rate).
 
Authenticating Agent”: The Certificate Administrator or any agent of the Certificate Administrator appointed to act as Authenticating Agent pursuant to Section 5.02(a).
 
Available Distribution Amount”: With respect to any Distribution Date, an amount equal to the sum of (without duplication):
 
(a)           the aggregate amount of all cash received on the Mortgage Loans (in the case of a Non-Serviced Mortgage Loan, only to the extent received by the Trust pursuant to the related Non-Serviced Pooling Agreement and/or the related Non-Serviced Intercreditor Agreement) and any REO Property (including Compensating Interest Payments with respect to the Mortgage Loans required to be deposited by the Master Servicer pursuant to Section 3.19(a)) on deposit in the Certificate Account (in each case, exclusive of any amount on deposit in or credited to any portion of the Certificate Account that is held for the benefit of the Companion Holders or the holders of the Class
 
 
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ESK Certificates), the Distribution Accounts (other than the Class ESK Distribution Account) and, without duplication, the REO Account, in each case, exclusive of any amount on deposit in or credited to any portion of the REO Account that is held for the benefit of the Companion Holders or the holders of the Class ESK Certificates, as of the close of business on the related P&I Advance Date, exclusive of (without duplication):
 
(i)            all Monthly Payments paid by the Mortgagors of a Mortgage Loan that are due on a Due Date following the end of the related Due Period, excluding interest relating to payments prior to, but due after, the Cut-off Date;
 
(ii)           all unscheduled Principal Prepayments (together with any related payments of interest allocable to the period following the related Due Date for the related Mortgage Loan), Liquidation Proceeds, Insurance and Condemnation Proceeds and other unscheduled recoveries, in each case, received subsequent to the related Determination Date (or, with respect to voluntary Principal Prepayments for each Mortgage Loan with a Due Date occurring after the related Determination Date, subsequent to the related Due Date) allocable to the Mortgage Loans;
 
(iii)          (A) all amounts payable or reimbursable to any Person from the Certificate Account pursuant to clauses (ii) through (xviii), inclusive, and (xxi) of Section 3.05(a); (B) all amounts payable or reimbursable to any Person from the Lower-Tier REMIC Distribution Account pursuant to clauses (ii) through (vii), inclusive, of Section 3.05(b); and (C) any Net Investment Earnings contained therein;
 
(iv)          with respect to the Interest Reserve Loans and any Distribution Date relating to each Interest Accrual Period occurring in (1) each February or (2) any January in a year that is not a leap year (in each case, unless the related Distribution Date is the final Distribution Date), an amount equal to one (1) day of interest on the Stated Principal Balance of such Mortgage Loan as of the Due Date in the month preceding the month in which such Distribution Date occurs at the related Mortgage Rate to the extent such amounts are Withheld Amounts;
 
(v)           all Excess Interest allocable to the Mortgage Loans;
 
(vi)          all Yield Maintenance Charges allocable to the Mortgage Loans;
 
(vii)         all amounts deposited in the Certificate Account, the Lower-Tier REMIC Distribution Account and, without duplication, the REO Account in error; and
 
(viii)        any Penalty Charges allocable to the Mortgage Loans;
 
(b)          if and to the extent not already included in clause (a) hereof, the aggregate amount transferred from the REO Account allocable to the Mortgage Loans to the Certificate Account for such Distribution Date pursuant to Section 3.16(c);
 
 
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(c)           the aggregate amount of any P&I Advances made by the Master Servicer or the Trustee, as applicable, with respect to the Mortgage Loans and the Distribution Date (net of the related Certificate Administrator Fee with respect to the Mortgage Loans for which such P&I Advances are made) pursuant to Section 4.03 or Section 7.05; and
 
(d)           for the Distribution Date occurring in each March (or February, if the related Distribution Date is the final Distribution Date), the Withheld Amounts remitted to the Lower-Tier REMIC Distribution Account pursuant to Section 3.25(b).
 
Notwithstanding the investment of funds held in the Certificate Account pursuant to Section 3.06, for purposes of calculating the Available Distribution Amount, the amounts so invested shall be deemed to remain on deposit in such account.
 
Balloon Mortgage Loan”: Any Mortgage Loan, Companion Loan or the ESK Companion Loan that by its original terms or by virtue of any modification entered into as of the Closing Date provides for an amortization schedule for such Mortgage Loan, Companion Loan or ESK Companion Loan extending beyond its Maturity Date.
 
Balloon Payment”: With respect to any Balloon Mortgage Loan, as of any date of determination, the Monthly Payment payable on the Maturity Date of such Balloon Mortgage Loan.
 
Bankruptcy Code”: The federal Bankruptcy Code, as amended from time to time (Title 11 of the United States Code).
 
Base Interest Fraction”: With respect to any Principal Prepayment on any Mortgage Loan and with respect to any Class of Class A-1, Class A-2, Class A-3, Class A-4A1, Class A-4A2, Class A-5, Class A-SB, Class A-S, Class B, Class C and Class D Certificates, a fraction (a) whose numerator is the greater of (x) zero and (y) the difference between (i) the Pass-Through Rate on such Class of Certificates, and (ii) the discount rate used in accordance with the related Mortgage Loan documents in calculating the Yield Maintenance Charge with respect to such Principal Prepayment and (b) whose denominator is the greater of zero and the difference between (i) the Mortgage Rate on such Mortgage Loan (or with respect to any Mortgage Loan that is part of a Serviced Whole Loan or ESK Whole Loan, the Mortgage Rate of such Serviced Whole Loan or ESK Whole Loan, as applicable), and (ii) the discount rate used in accordance with the related Mortgage Loan documents in calculating the Yield Maintenance Charge with respect to such Principal Prepayment. However, (1) under no circumstances shall the Base Interest Fraction be greater than one or less than zero, (2) if such discount rate is greater than or equal to the Mortgage Rate on such Mortgage Loan, Serviced Whole Loan or ESK Whole Loan, as applicable, and is greater than or equal to the Pass-Through Rate on such Class of Certificates, then the Base Interest Fraction will equal zero and (3) if the discount rate is greater than or equal to the Mortgage Rate on such Mortgage Loan, Serviced Whole Loan or ESK Whole Loan, as applicable, and is less than the Pass-Through Rate on such Class of Certificates, then the Base Interest Fraction will be one (1). The Master Servicer shall provide to the Certificate Administrator the discount rate referenced above for purposes of calculating the Base Interest Fraction.
 
 
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Book-Entry Certificate”: Any Certificate registered in the name of the Depository or its nominee.
 
Breach”: As defined in Section 2.03(b).
 
Business Day”: Any day other than a Saturday, a Sunday or a day on which banking institutions in Charlotte, North Carolina, Oakland, California, Overland Park, Kansas, Minneapolis, Minnesota, New York, New York, Pittsburgh, Pennsylvania, San Francisco, California, Bethesda, Maryland, Miami, Florida or the city and state in which the Corporate Trust Office of the Trustee or the Certificate Administrator, or the principal place of business or principal commercial mortgage loan servicing office of the Master Servicer or the Special Servicer is located, or the New York Stock Exchange or the Federal Reserve System of the United States of America are authorized or obligated by law or executive order to remain closed.
 
Canyon Ranch Portfolio Intercreditor Agreement”: That certain co-Lender agreement, dated as of August 20, 2014, by and between the holders of the Canyon Ranch Portfolio Pari Passu Companion Loans and the holder of the Canyon Ranch Portfolio Mortgage Loan, relating to the relative rights of such holders of the Canyon Ranch Portfolio Whole Loan, as the same may be further amended in accordance with the terms thereof.
 
Canyon Ranch Portfolio Mortgage Loan”: With respect to the Canyon Ranch Portfolio Whole Loan, the Mortgage Loan that is included in the Trust (identified as Mortgage Loan No. 13 on the Mortgage Loan Schedule), which is designated as promissory note A-3, and is pari passu in right of payment with the Canyon Ranch Portfolio Pari Passu Companion Loans to the extent set forth in the Canyon Ranch Portfolio Intercreditor Agreement.
 
Canyon Ranch Portfolio Mortgaged Property”: The Mortgaged Property which secures the Canyon Ranch Portfolio Whole Loan.
 
Canyon Ranch Portfolio Pari Passu Companion Loans”: With respect to the Canyon Ranch Portfolio Whole Loan, the Companion Loans evidenced by the related promissory notes made by the related Mortgagor and secured by the Mortgage on the Canyon Ranch Portfolio Mortgaged Property, which are not included in the Trust and which are pari passu in right of payment to the Canyon Ranch Portfolio Mortgage Loan to the extent set forth in the related Mortgage Loan documents and as provided in the Canyon Ranch Portfolio Intercreditor Agreement.
 
Canyon Ranch Portfolio Whole Loan”: The Canyon Ranch Portfolio Mortgage Loan, together with the Canyon Ranch Portfolio Pari Passu Companion Loans, each of which is secured by the same Mortgage on the Canyon Ranch Portfolio Mortgaged Property. References herein to the Canyon Ranch Portfolio Whole Loan shall be construed to refer to the aggregate indebtedness under the Canyon Ranch Portfolio Mortgage Loan and the Canyon Ranch Portfolio Pari Passu Companion Loans.
 
 
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CERCLA”: The Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended.
 
Certificate”: Any one of the Depositor’s Commercial Mortgage Pass-Through Certificates, Series 2014-C24, as executed and delivered by the Certificate Registrar and authenticated and delivered hereunder by the Authenticating Agent.
 
Certificate Account”: A segregated custodial account or accounts created and maintained by the Master Servicer pursuant to Section 3.04(a) on behalf of the Trustee for the Certificateholders, which shall be entitled “Wells Fargo Bank, National Association, as Master Servicer, on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders of JPMBB Commercial Mortgage Securities Trust 2014-C24, Commercial Mortgage Pass-Through Certificates, Series 2014-C24, Certificate Account”. Any such account or accounts shall be an Eligible Account. Subject to the related Intercreditor Agreement and taking into account that each Companion Loan is subordinate or pari passu, as applicable, to the related Serviced Mortgage Loan to the extent set forth in the related Intercreditor Agreement, the subaccount described in the second paragraph of Section 3.04(b) that is part of the Certificate Account shall be for the benefit of the related Companion Holder, to the extent funds on deposit in such subaccount are attributed to such Companion Loan and shall not be an asset of the Trust Fund or any Trust REMIC formed hereunder.
 
Certificate Administrator”: Wells Fargo Bank, National Association, in its capacity as certificate administrator, or if any successor certificate administrator is appointed thereto pursuant to Section 5.08 or any successor certificate administrator appointed hereunder.
 
Certificate Administrator Fee”: The fee to be paid to the Certificate Administrator as compensation for the Certificate Administrator’s activities under this Agreement; provided that the Certificate Administrator Fee includes the Trustee Fee, and the Certificate Administrator shall pay the Trustee Fee to the Trustee.
 
Certificate Administrator Fee Rate”: The Certificate Administrator Fee shall be equal to the product of the rate equal to 0.0036% per annum and the Stated Principal Balance of the related Mortgage Loan (calculated in the same manner as interest is calculated on the related Mortgage Loan), REO Loan (other than the portion of an REO Loan related to any Companion Loan) or ESK Companion Loan (calculated in the same manner as interest is calculated on the ESK Companion Loan) as of the preceding Distribution Date. The Certificate Administrator Fee includes the Trustee Fee.
 
Certificate Administrator’s Website”: The Certificate Administrator’s Internet website, which shall initially be located at www.ctslink.com.
 
Certificate Balance”: With respect to any Class of Principal Balance Certificates or Class ESK Certificates, as applicable, (i) on or prior to the first Distribution Date, an amount equal to the Original Certificate Balance of such Class as specified in the Preliminary Statement hereto and (ii) as of any date of determination after the first Distribution Date, the Certificate Balance of such Class of Principal Balance Certificates or Class ESK Certificates, as applicable, on the Distribution Date immediately prior to such date of determination (determined as adjusted
 
 
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pursuant to Section 1.02(iii)). The initial Certificate Balance of a Class of Exchangeable Certificates represents the principal balance of such Class without giving effect to any exchange and conversion for Class EC Certificates. The initial Certificate Balance of the Class EC Certificates is equal to the aggregate of the initial Certificate Balances of the Exchangeable Certificates and represents the maximum principal balance of such Class that could be issued in an exchange and conversion. In the event that no Exchangeable Certificates are converted to Class EC Certificates, the Class EC Certificate Balance would be equal to zero. For purposes of distributions to the Certificates pursuant to this Agreement, other than for federal income tax purposes, any exchange of (i) a portion of the Exchangeable Certificates will result in a conversion and reduction, on a dollar-for-dollar basis, of a proportionate share of each related component Class of the Exchangeable Certificates, and a conversion and increase, on a dollar-for-dollar basis, of the Certificate Balance of the Class EC Certificates, and (ii) any amount of the Class EC Certificates will result in a conversion and reduction, on a dollar-for-dollar basis, of the Certificate Balance of the Class EC Certificates converted, and a conversion and increase, on a dollar-for-dollar basis, of a proportionate share of the related Certificate Balances of each Class of Certificates that are components of the Exchangeable Certificates.
 
Certificate Deferred Interest”: For any Distribution Date, with respect to any Class of Principal Balance Certificates, an amount equal to the Mortgage Deferred Interest allocated to such Class of Principal Balance Certificates, as applicable, pursuant to Section 4.06(a). With respect to each Class of Exchangeable Certificates and the Class EC Certificates, for purposes of determining allocations under Section 4.06(a) of this Agreement as between the Exchangeable Certificates and the Class EC Certificates, all amounts of Certificate Deferred Interest of each Class of Exchangeable Certificates for any Distribution Date shall be determined without regard to any exchange and conversion of such Exchangeable Certificates for Class EC Certificates; provided, however, that all amounts of Certificate Deferred Interest that would otherwise be allocable to Exchangeable Certificates that have been exchanged and converted for Class EC Certificates shall be deemed allocable to such Class EC Certificates, without duplication.
 
Certificate Factor”: With respect to any Class of Certificates (other than the Class R Certificates), as of any date of determination, a fraction, expressed as a decimal carried to at least eight (8) places, the numerator of which is the then related Certificate Balance or Notional Amount, and the denominator of which is the related Original Certificate Balance.
 
Certificate Owner”: With respect to a Book-Entry Certificate, the Person who is the beneficial owner of such Certificate as reflected on the books of the Depository or on the books of a Depository Participant or on the books of an indirect participating brokerage firm for which a Depository Participant acts as agent.
 
Certificate Register” and “Certificate Registrar”: The register maintained and registrar appointed pursuant to Section 5.03(a).
 
Certificateholder” or “Holder”: The Person in whose name a Certificate is registered in the Certificate Register; provided, however, that solely for the purposes of giving any consent, approval, waiver or taking any action pursuant to this Agreement, any Certificate
 
 
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registered in the name of or beneficially owned by the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Depositor, any Mortgage Loan Seller, a manager of a Mortgaged Property, a Mortgagor or any Affiliate of any of such Persons shall be deemed not to be outstanding, and the Voting Rights to which it is entitled shall not be taken into account in determining whether the requisite percentage of Voting Rights necessary to effect any such consent, approval, waiver or take any such action has been obtained; provided, however, that the foregoing restrictions shall not apply in the case of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Depositor, any Mortgage Loan Seller or any Affiliate of any of such Persons unless such consent, approval or waiver sought from such party would in any way increase its compensation or limit its obligations in the named capacities hereunder or waive a Servicer Termination Event; provided, further, however, that so long as there is no Servicer Termination Event with respect to the Master Servicer or the Special Servicer, the Master Servicer and the Special Servicer or such Affiliate of either shall be entitled to exercise such Voting Rights with respect to any issue which could reasonably be believed to adversely affect such party’s compensation or increase its obligations or liabilities hereunder; and provided, further, however, that such restrictions shall not apply to the exercise of the Special Servicer’s, the Master Servicer’s or any Mortgage Loan Seller’s rights, if any, or any of their Affiliates as a member of the Controlling Class or as a Class ESK Directing Certificateholder. The Trustee and the Certificate Administrator shall each be entitled to request and rely upon a certificate of the Master Servicer, the Special Servicer or the Depositor in determining whether a Certificate is registered in the name of an Affiliate of such Person. All references herein to “Holders” or “Certificateholders” shall reflect the rights of Certificate Owners as they may indirectly exercise such rights through the Depository and the Depository Participants, except as otherwise specified herein; provided, however, that the parties hereto shall be required to recognize as a “Holder” or “Certificateholder” only the Person in whose name a Certificate is registered in the Certificate Register.
 
Certificateholder Quorum”: In connection with any solicitation of votes in connection with the replacement of the Special Servicer pursuant to Section 7.01(d) hereof, the Holders of Certificates evidencing at least 75% of the aggregate Voting Rights (taking into account the application of Collateral Support Deficits and the application of any Appraisal Reductions to notionally reduce the Certificate Balance of the Certificates) of all Principal Balance Certificates and the Class EC Certificates on an aggregate basis.
 
Certification Parties”: As defined in Section 11.06. “Certification Party” shall mean any one of the Certification Parties.
 
Certifying Person”: As defined in Section 11.06.
 
Certifying Servicer”: As defined in Section 11.09.
 
CFI”: Column Financial, Inc., and its successors in interest.
 
Class”: With respect to any Certificates or Uncertificated Lower-Tier Interests, all of the Certificates bearing the same alphabetical (and, if applicable, numerical) Class designation and each designated Uncertificated Lower-Tier Interest.
 
 
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Class A Certificate”: Any Class A-1, Class A-2, Class A-3, Class A-4A1, Class A-4A2, Class A-5, Class A-SB and Class A-S Certificate.
 
Class A-1 Certificate”: A Certificate designated as “Class A-1” on the face thereof, in the form of Exhibit A-1 hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.
 
Class A-1 Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 1.5386%.
 
Class A-2 Certificate”: A Certificate designated as “Class A-2” on the face thereof, in the form of Exhibit A-2 hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.
 
Class A-2 Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 2.9403%.
 
Class A-3 Certificate”: A Certificate designated as “Class A-3” on the face thereof, in the form of Exhibit A-3 hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.
 
Class A-3 Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 3.0983%.
 
Class A-4A1 Certificate”: A Certificate designated as “Class A-4A1” on the face thereof, in the form of Exhibit A-4 hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.
 
Class A-4A1 Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 3.3726%.
 
Class A-4A2 Certificate”: A Certificate designated as “Class A-4A2” on the face thereof, in the form of Exhibit A-5 hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.
 
Class A-4A2 Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 3.3726%.
 
Class A-5 Certificate”: A Certificate designated as “Class A-5” on the face thereof, in the form of Exhibit A-6 hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.
 
Class A-5 Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 3.6385%.
 
Class A-S Certificate”: A Certificate designated as “Class A-S” on the face thereof, in the form of Exhibit A-14 hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.
 
 
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Class A-S Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to the lesser of (i) 3.9142% and (ii) the Weighted Average Net Mortgage Rate for such Distribution Date.
 
Class A-SB Certificate”: A Certificate designated as “Class A-SB” on the face thereof, in the form of Exhibit A-7 hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.
 
Class A-SB Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 3.3675%.
 
Class A-SB Planned Principal Balance”: With respect to any Distribution Date, the planned principal amount for such Distribution Date specified in Schedule 2 hereto relating to the Class A-SB Certificates.
 
Class B Certificate”: A Certificate designated as “Class B” on the face thereof, in the form of Exhibit A-15 hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.
 
Class B Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to the lesser of (i) 4.1157% and (ii) the Weighted Average Net Mortgage Rate for such Distribution Date.
 
Class C Certificate”: A Certificate designated as “Class C” on the face thereof, in the form of Exhibit A-16 hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.
 
Class C Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to the Weighted Average Net Mortgage Rate for such Distribution Date.
 
Class D Certificate”: A Certificate designated as “Class D” on the face thereof, in the form of Exhibit A-17 hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.
 
Class D Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to the Weighted Average Net Mortgage Rate for such Distribution Date less 0.5000%.
 
Class E Certificate”: A Certificate designated as “Class E” on the face thereof, in the form of Exhibit A-19 hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.
 
Class E Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to the lesser of (i) 4.0000% and (ii) the Weighted Average Net Mortgage Rate for such Distribution Date.
 
Class EC Certificate”: Any one of the Certificates with a “Class EC” designation on the face thereof, executed and authenticated by the Certificate Administrator or
 
 
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the Authenticating Agent on behalf of the Depositor in substantially the form of Exhibit A-20 to this Agreement. For federal income tax purposes, the Class EC Certificates represent undivided beneficial interests in the related portion of the Grantor Trust in respect of the Exchangeable Certificates that have been exchanged and converted for Class EC Certificates. Upon any such exchange and conversion, the Exchangeable Certificates so exchanged and converted shall cease to be outstanding, but the regular interests in the Upper-Tier REMIC represented by such Exchangeable Certificates shall continue to be outstanding in uncertificated form in the Grantor Trust and shall henceforth be represented by the Class EC Certificates.
 
Class EC Distribution Account”: The segregated trust account or accounts created and maintained as a separate account or accounts by the Certificate Administrator (on behalf of the Trustee) pursuant to Section 3.04(g) of this Agreement, which shall be entitled “Wells Fargo Bank, National Association, as Certificate Administrator, for the benefit of Wilmington Trust, National Association, as Trustee, for the benefit of the holders of JPMBB Commercial Mortgage Securities Trust 2014-C24, Commercial Mortgage Pass-Through Certificates, Class EC Distribution Account,” and which must be an Eligible Account or a subaccount of an Eligible Account. The Class EC Distribution Account shall not be an asset of any Trust REMIC formed hereunder, but rather shall be an asset of the Grantor Trust.
 
Class ESK Accrued Certificate Interest”: With respect to each Distribution Date and the Class ESK Certificates, an amount equal to interest for the related Interest Accrual Period at the Class ESK Pass-Through Rate for such Distribution Date, accrued on the Certificate Balance outstanding immediately prior to such Distribution Date (provided that for interest accrual purposes any distributions in reduction of the Certificate Balance or reductions in the Certificate Balance as a result of allocations of Class ESK Collateral Support Deficit on the Distribution Date occurring in an Interest Accrual Period shall be deemed to have been made on the first day of such Interest Accrual Period). Class ESK Accrued Certificate Interest shall be calculated on the basis of the actual number of days in a month, assuming that each year has three hundred-sixty (360) day.
 
Class ESK Accrued Interest From Recoveries”: With respect to each Distribution Date and the Class ESK Certificates if such Certificates had an increase in Certificate Balance as a result of the Trust Fund’s recovery of Nonrecoverable Advances that were previously reimbursed to the Master Servicer or Trustee, as applicable, from principal collections allocable to the ESK Companion Loan, is an amount equal to interest at the Class ESK Pass-Through Rate of the Class ESK Certificates for the applicable Interest Accrual Periods on the amount of such increase in its Certificate Balance accrued from the Distribution Date on which the Class ESK Collateral Support Deficit was allocated to the Class ESK Certificates as a result of the reimbursement of Nonrecoverable Advances from the Trust to, but not including, the Distribution Date on which the Certificate Balance was so increased.
 
Class ESK Available Distribution Amount”: With respect to the Class ESK Certificates, the ESK Companion Loan and any Distribution Date, the aggregate amount to the extent on deposit in the Certificate Account on such Distribution Date, of all cash received on or in respect of the ESK Companion Loan (including Liquidation Proceeds and any Purchase Price proceeds received as a result of the repurchase of the ESK Companion Loan, a purchase of the ESK Companion Loan pursuant to Section 3.18 or a purchase of the ESK Companion Loan
 
 
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pursuant to Section 9.01) and that was paid to the Trust as the holder of the ESK Companion Loan in accordance with the terms of the related Intercreditor Agreement and this Agreement or as a result of a repurchase by the related Mortgage Loan Seller as a result of a Defect or Breach in respect of the ESK Companion Loan or otherwise, in each case, as of the related Master Servicer Remittance Date, exclusive of (without duplication):
 
(a)           all Monthly Payments paid by the Mortgagors on the ESK Companion Loan collected but due on a Due Date subsequent to the related Due Period, excluding interest relating to periods prior to, but due after, the Cut-off Date;
 
(b)           all unscheduled Principal Prepayments (together with any related payments of interest allocable to the period following the related Due Date for the ESK Companion Loan), Liquidation Proceeds, Insurance and Condemnation Proceeds and other unscheduled recoveries received with respect to the ESK AB Whole Loan allocable to the ESK Companion Loan in accordance with the terms of the related Intercreditor Agreement subsequent to the related Determination Date;
 
(c)           all amounts in the Certificate Account that are due or reimbursable to any person other than the Holders of the Class ESK Certificates;
 
(d)           all Yield Maintenance Charges in respect of the ESK Companion Loan;
 
(e)           any amounts deposited in the Certificate Account and the Class ESK Distribution Account in respect of the ESK Companion Loan in error; and
 
(f)            any Penalty Charges allocable to the ESK Companion Loan.
 
Class ESK Certificate”: A Certificate designated as “Class ESK” on the face thereof, in the form of Exhibit A-23 hereto, and evidencing a “regular interest” in the Lower-Tier REMIC for purposes of the REMIC Provisions.
 
Class ESK Certificate Deferred Interest”: With respect to each Distribution Date, the amount of Mortgage Deferred Interest for the ESK Whole Loan that is allocated in respect of the ESK Companion Loan.
 
Class ESK Class Unpaid Interest Shortfall”: As to any Distribution Date and the Class ESK Certificates, the excess, if any, of (a) the sum of (i) the Class ESK Distributable Certificate Interest for the immediately preceding Distribution Date and (ii) any outstanding Class ESK Class Unpaid Interest Shortfall on such preceding Distribution Date over (b) the aggregate amount in respect of interest actually distributed to the Class ESK Certificates on such immediately preceding Distribution Date. The Class ESK Class Unpaid Interest Shortfall as of the initial Distribution Date is zero. No interest shall accrue on Class ESK Class Unpaid Interest Shortfalls for such Distribution Date.
 
Class ESK Collateral Support Deficit”: As defined in Section 4.04(a).
 
Class ESK Directing Certificateholder”: With respect to the Class ESK Certificates and the ESK Companion Loan, prior to an ESK Control Appraisal Period, the initial
 
 
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Class ESK Directing Certificateholder shall be the Class ESK Majority Certificateholder. Thereafter, prior to an ESK Control Appraisal Period, the Class ESK Directing Certificateholder shall be the Person appointed by the Certificateholder(s) holding more than fifty percent (50%) of the Certificate Balance of the Class ESK Certificates. For the avoidance of doubt, following an ESK Control Appraisal Period and prior to a Consultation Termination Event, the Directing Certificateholder shall have the same consent and consultation rights with respect to the ESK Whole Loan as those granted to the Directing Certificateholder under this Agreement with respect to any other Mortgage Loan.
 
Class ESK Distributable Certificate Interest”: With respect to any Distribution Date and the Class ESK Certificates, the Class ESK Accrued Certificate Interest for such Distribution Date, reduced (to not less than zero) by (i) any Prepayment Interest Shortfalls resulting from any principal prepayments made on the ESK Companion Loan during the related Due Period that are not covered by the Master Servicer’s Compensating Interest Payment in respect of such ESK Companion Loan for the related Distribution Date and (ii) and any Class ESK Certificate Deferred Interest for such Distribution Date.
 
Class ESK Distribution Account”: With respect to the Class ESK Certificates, the segregated account, accounts or sub-accounts created and maintained by the Certificate Administrator pursuant to Section 3.04(b) in trust for the Certificateholders, which with respect to the Class ESK Certificates, shall initially be entitled “Wells Fargo Bank, National Association, as Certificate Administrator, for the benefit of Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders of JPMBB Commercial Mortgage Securities Trust 2014-C24, Commercial Mortgage Pass-Through Certificates, Series 2014-C24, Class ESK Distribution Account” (which such account may also be a sub-account of the Lower-Tier REMIC Distribution Account). Any such account, accounts or sub-accounts shall be an Eligible Account.
 
Class ESK Interest Distribution Amount”: With respect to the Class ESK Certificates for any Distribution Date, an amount equal to the sum of (a) the Class ESK Distributable Certificate Interest, (b) the Class ESK Class Unpaid Interest Shortfall with respect to such Class of Certificates for such Distribution Date and (c) any Class ESK Accrued Interest From Recoveries to the extent not previously paid for all prior Distribution Dates.
 
Class ESK Majority Certificateholder”: The Certificateholder(s) holding more than fifty percent (50%) of the Certificate Balance of the Class ESK Certificates. The name and contact information for the initial Class ESK Majority Certificateholder is set forth on Exhibit S hereto.
 
Class ESK Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 9.989200%.
 
Class ESK Principal Distribution Amount”: With respect to the Class ESK Certificates and any Distribution Date, an amount equal to the sum of (a) the Class ESK Principal Shortfall for such Distribution Date and (b) the amount of principal distributable on such Distribution Date in respect of the ESK Companion Loan (i) in accordance with the related Intercreditor Agreement, or (ii) as a result of the sale of the ESK Companion Loan in connection
 
 
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with the termination of the trust or (iii) as a result of a repurchase by the related Mortgage Loan Seller as a result of a Defect or Breach in respect of the ESK Companion Loan.
 
Class ESK Principal Shortfall”: With respect to any Distribution Date after the initial Distribution Date and the Class ESK Certificates, the amount, if any, by which (a) the Class ESK Principal Distribution Amount for the preceding Distribution Date exceeds (b) the aggregate amount actually distributed in respect of principal on the Class ESK Certificates for such preceding Distribution Date. The Class ESK Principal Shortfall for the Class ESK Certificates for the initial Distribution Date will be zero.
 
Class F Certificate”: A Certificate designated as “Class F” on the face thereof, in the form of Exhibit A-19 hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.
 
Class F Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to the lesser of (i) 4.0000% and (ii) the Weighted Average Net Mortgage Rate for such Distribution Date.
 
Class LA1 Uncertificated Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement hereto.
 
Class LA2 Uncertificated Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement hereto.
 
Class LA3 Uncertificated Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement hereto.
 
Class LA4A1 Uncertificated Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement hereto.
 
Class LA4A2 Uncertificated Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement hereto.
 
Class LA5 Uncertificated Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement hereto.
 
 
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Class LAS Uncertificated Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement hereto.
 
Class LB Uncertificated Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement hereto.
 
Class LASB Uncertificated Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement hereto.
 
Class LC Uncertificated Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement hereto.
 
Class LD Uncertificated Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement hereto.
 
Class LE Uncertificated Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement hereto.
 
Class LF Uncertificated Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement hereto.
 
Class LNR Uncertificated Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement hereto.
 
Class LR Interest”: The uncertificated residual interest in the Lower-Tier REMIC, represented by the Class R Certificates.
 
Class NR Certificate”: A Certificate designated as “Class NR” on the face thereof, in the form of Exhibit A-21 hereto, and evidencing (i) a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions and (ii) an undivided beneficial ownership interest in the related portion of the Grantor Trust.
 
 
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Class NR Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to the lesser of (i) 4.0000% and (ii) the Weighted Average Net Mortgage Rate for such Distribution Date.
 
Class R Certificate”: A Certificate designated as “Class R” on the face thereof in the form of Exhibit A-22 hereto, and evidencing the sole class of “residual interest” in each Trust REMIC for purposes of the REMIC Provisions.
 
Class Unpaid Interest Shortfall”: As to any Distribution Date and any Class of Regular Certificates, the excess, if any, of (a) the sum of (i) the Distributable Certificate Interest in respect of such Class of Certificates for the immediately preceding Distribution Date and (ii) any outstanding Class Unpaid Interest Shortfall payable to such Class of Certificates on such preceding Distribution Date over (b) the aggregate amount in respect of interest actually distributed to such Class of Certificates on such immediately preceding Distribution Date. The Class Unpaid Interest Shortfall with respect to any Class of Certificates as of the initial Distribution Date is zero. No interest shall accrue on Class Unpaid Interest Shortfalls. With respect to each Class of Exchangeable Certificates and the Class EC Certificates, for purposes of determining allocations and distributions under Section 4.01(a) of this Agreement as between the Exchangeable Certificates and the Class EC Certificates, all amounts of Class Unpaid Interest Shortfalls of each Class of Exchangeable Certificates for any Distribution Date shall be determined without regard to any exchange and conversion of such Exchangeable Certificates for Class EC Certificates; provided, however, that all amounts of Class Unpaid Interest Shortfalls that are allocable to Exchangeable Certificates that have been exchanged and converted for Class EC Certificates shall be deemed allocable to such Class EC Certificates, without duplication.
 
Class UR Interest”: The uncertificated residual interest in the Upper-Tier REMIC, represented by the Class R Certificates.
 
Class X Certificates”: The Class X-A Certificates, Class X-B-1 Certificates, Class X-B-2 Certificates, Class X-C Certificates, Class X-D Certificates and Class X-E Certificates, or any of the Class X-A Certificates, Class X-C Certificates, Class X-D Certificates or Class X-E Certificates, as the context may require.
 
Class X-A Certificate”: A Certificate designated as “Class X-A” on the face thereof, in the form of Exhibit A-8 hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC provisions.
 
Class X-A Notional Amount”: As of any date of determination, the aggregate of the Certificate Balances of the Class A Certificates (determined without giving effect to any exchange and conversion of any Class A-S Certificates for Class EC Certificates).
 
Class X-A Pass-Through Rate”: The Pass-Through Rate for Class X-A Certificates for any Distribution Date will equal the excess, if any of (a) the Weighted Average Net Mortgage Rate for the related Distribution Date, over (b) the weighted average of the Pass-Through Rates on the Class A Certificates for such Distribution Date, weighted on the basis of their respective Certificate Balances (calculated without giving effect to any exchange and
 
 
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conversion of any Class A-S Certificates for Class EC Certificates) immediately prior to the Distribution Date. The Pass-Through Rate applicable to the Class X-A Certificates for the initial Distribution Date shall be the rate set forth in the Preliminary Statement hereto.
 
Class X-B-1 Certificate”: A Certificate designated as “Class X-B-1” on the face thereof, in the form of Exhibit A-9 hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC provisions.
 
Class X-B-2 Certificate”: A Certificate designated as “Class X-B-2” on the face thereof, in the form of Exhibit A-10 hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC provisions.
 
Class X-B-1 Notional Amount”: As of any date of determination, the Certificate Balance of the Class B Certificates (calculated without giving effect to any exchange and conversion of any Class B Certificates for Class EC Certificates).
 
Class X-B-2 Notional Amount”: As of any date of determination, the Certificate Balance of the Class D Certificates.
 
Class X-B-1 Pass-Through Rate”: The Pass-Through Rate for the Class X-B-1 Certificates for any Distribution Date shall equal the excess, if any of (a) the Weighted Average Net Mortgage Rate for the related Distribution Date, over (b) the Pass-Through Rate on the Class B Certificates for such Distribution Date. The Pass-Through Rate applicable to the Class X-B-1 Certificates for the initial Distribution Date shall be the rate set forth in the Preliminary Statement hereto.
 
Class X-B-2 Pass-Through Rate”: The Pass-Through Rate for the Class X-B Certificates for any Distribution Date shall equal the excess, if any of (a) the Weighted Average Net Mortgage Rate for the related Distribution Date, over (b) the Pass-Through Rate on the Class D Certificates for such Distribution Date. The Pass-Through Rate applicable to the Class X-B-2 Certificates for the initial Distribution Date shall be the rate set forth in the Preliminary Statement hereto.
 
Class X-C Certificate”: A Certificate designated as “Class X-C” on the face thereof, in the form of Exhibit A-11 hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC provisions.
 
Class X-C Notional Amount”: As of any date of determination, the Certificate Balance of the Class E Certificates.
 
Class X-C Pass-Through Rate”: The Pass-Through Rate for the Class X-C Certificates for any Distribution Date shall equal the excess, if any of (a) the Weighted Average Net Mortgage Rate for the related Distribution Date, over (b) the Pass-Through Rate on the Class E Certificates for such Distribution Date. The Pass-Through Rate applicable to the Class X-C Certificates for the initial Distribution Date shall be the rate set forth in the Preliminary Statement hereto.
 
 
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Class X-D Certificate”: A Certificate designated as “Class X-D” on the face thereof, in the form of Exhibit A-12 hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC provisions.
 
Class X-D Notional Amount”: As of any date of determination, the Certificate Balances of the Class F Certificates.
 
Class X-D Pass-Through Rate”: The Pass-Through Rate for the Class X-D Certificates for any Distribution Date will equal the excess, if any of (a) the Weighted Average Net Mortgage Rate for the related Distribution Date, over (b) the Pass-Through Rate on the Class F Certificates for such Distribution Date. The Pass-Through Rate applicable to the Class X-D Certificates for the initial Distribution Date shall be the rate set forth in the Preliminary Statement hereto.
 
Class X-E Certificate”: A Certificate designated as “Class X-E” on the face thereof, in the form of Exhibit A-13 hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC provisions.
 
Class X-E Notional Amount”: As of any date of determination, the Certificate Balance of the Class NR Certificates.
 
Class X-E Pass-Through Rate”: The Pass-Through Rate for the Class X-E Certificates for any Distribution Date shall equal the excess, if any of (a) the Weighted Average Net Mortgage Rate for the related Distribution Date, over (b) the Pass-Through Rate on the Class NR Certificates for such Distribution Date. The Pass-Through Rate applicable to the Class X-E Certificates for the initial Distribution Date shall be the rate set forth in the Preliminary Statement hereto.
 
Clearing Agency”: An organization registered as a “clearing agency” pursuant to Section 17A of the Exchange Act. The initial Clearing Agency shall be DTC.
 
Clearstream”: Clearstream Banking, société anonyme or any successor thereto.
 
Closing Date”: October 22, 2014.
 
CMBS”: Commercial mortgage-backed securities.
 
Code”: The Internal Revenue Code of 1986, as amended from time to time, and applicable final or temporary regulations of the U.S. Department of the Treasury issued pursuant thereto.
 
Collateral Support Deficit”: As defined in Section 4.04(a).
 
Columbus Square Intercreditor Agreement”: That certain Co-Lender Agreement, dated as of August 8, 2014, by and between the holder of the Columbus Square Pari Passu Companion Loan and the holder of the Columbus Square Mortgage Loan, relating to the relative rights of such holders of the Columbus Square Whole Loan, as the same may be further amended in accordance with the terms thereof.
 
 
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Columbus Square Mortgage Loan”: With respect to the Columbus Square Whole Loan, the Mortgage Loan that is included in the Trust (identified as Mortgage Loan No. 2 on the Mortgage Loan Schedule), which is designated as promissory note A-2, and is pari passu in right of payment with the Columbus Square Pari Passu Companion Loan to the extent set forth in the Columbus Square Intercreditor Agreement.
 
Columbus Square Mortgaged Property”: The Mortgaged Property which secures the Columbus Square Whole Loan.
 
Columbus Square Pari Passu Companion Loan”: With respect to the Columbus Square Whole Loan, the Companion Loan evidenced by the related promissory note made by the related Mortgagor and secured by the Mortgage on the Columbus Square Mortgaged Property, which is not included in the Trust and which is pari passu in right of payment to the Columbus Square Mortgage Loan to the extent set forth in the related Mortgage Loan documents and as provided in the Columbus Square Intercreditor Agreement.
 
Columbus Square Whole Loan”: The Columbus Square Mortgage Loan, together with the Columbus Square Pari Passu Companion Loan, each of which is secured by the same Mortgage on the Columbus Square Mortgaged Property. References herein to the Columbus Square Whole Loan shall be construed to refer to the aggregate indebtedness under the Columbus Square Mortgage Loan and the Columbus Square Pari Passu Companion Loan.
 
COMM 2014-UBS5 Mortgage Trust Pooling and Servicing Agreement”: The pooling and servicing agreement, dated as of September 1, 2014, among Deutsche Mortgage & Asset Receiving Corporation, as depositor, Wells Fargo Bank, National Association, as master servicer, Rialto Capital Advisors, LLC, as special servicer, Wells Fargo Bank, National Association, as certificate administrator, Wilmington Trust, National Association, as trustee, and Situs Holdings, LLC, as operating advisor, as from time to time amended, supplemented or modified relating to the issuance of the COMM 2014-UBS5 Mortgage Trust, Commercial Mortgage Pass-Through Certificates.
 
Commission”: The Securities and Exchange Commission.
 
Companion Distribution Account”: With respect to any Serviced Companion Loan, the separate account created and maintained by the Companion Paying Agent pursuant to Section 3.04(b) and held on behalf of the Companion Holders, which shall be entitled “Wells Fargo Bank, National Association, as Companion Paying Agent for the benefit of the Companion Holders of the Companion Loans, relating to the JPMBB Commercial Mortgage Securities Trust 2014-C24, Commercial Mortgage Pass-Through Certificates, Series 2014-C24.” The Companion Distribution Account shall not be an asset of the Trust Fund, any Trust REMIC or the Grantor Trust, but instead shall be held by the Companion Paying Agent on behalf of the Companion Holders. Any such account shall be an Eligible Account. Notwithstanding the foregoing, if the Master Servicer and the Companion Paying Agent are the same entity, the Companion Distribution Account may be the subaccount referenced in the second paragraph of Section 3.04(b).
 
Companion Holders”: Each of the holders of record of any Companion Loan.
 
 
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Companion Loan(s)”: As defined in the Preliminary Statement.
 
Companion Paying Agent”: With respect to the Serviced Companion Loans, if any, the Master Servicer in its role as Companion Paying Agent appointed pursuant to Section 3.32.
 
Companion Register”: The register maintained by the Companion Paying Agent pursuant to Section 3.33.
 
Compensating Interest Payments”: With respect to (1) each Mortgage Loan (other than any Non-Serviced Mortgage Loan) and any related Serviced Pari Passu Companion Loan, an amount as of any Distribution Date equal to the lesser of (i) the aggregate amount of Prepayment Interest Shortfalls incurred in connection with voluntary principal prepayments received in respect of the Mortgage Loans and any related Serviced Pari Passu Companion Loan (in each case other than a Specially Serviced Mortgage Loan or a Mortgage Loan or any related Serviced Pari Passu Companion Loan on which the Special Servicer allowed a prepayment on a date other than the applicable Due Date) for the related Distribution Date and (ii) the aggregate of (A) that portion of the Master Servicer’s Servicing Fees for such Distribution Date that is, in the case of each Mortgage Loan, Serviced Pari Passu Companion Loan and REO Loan for which such Servicing Fees are being paid for such Due Period, calculated at a rate of 0.0025% per annum, (B) all Prepayment Interest Excesses received by the Master Servicer during such Due Period with respect to the Mortgage Loans (and, so long as a Serviced Whole Loan is serviced hereunder, the related Serviced Pari Passu Companion Loan subject to such prepayment and (C) to the extent earned on principal prepayments, net investment earnings payable to the Master Servicer for such Due Period received by the Master Servicer during such Due Period with respect to the Mortgage Loan or any related Serviced Pari Passu Companion Loan, as applicable, subject to such prepayment and (2) the ESK Companion Loan, an amount equal to the lesser of: (i) the amount of Prepayment Interest Shortfall incurred in connection with voluntary principal prepayments received in respect of such ESK Companion Loan (so long as (x) it is not a Specially Serviced Mortgage Loan, or (y) the Special Servicer did not allow a prepayment on a date other than the applicable Due Date) for the related Distribution Date, and (ii) the Servicing Fee for such ESK Companion Loan for the related Distribution Date (calculated at 0.0025% per annum). In no event will the rights of the Certificateholders to the offset of the aggregate Prepayment Interest Shortfalls be cumulative. However, if a Prepayment Interest Shortfall occurs with respect to a Mortgage Loan as a result of the Master Servicer’s allowing the related Mortgagor to deviate (a “Prohibited Prepayment”) from the terms of the related Mortgage Loan documents regarding Principal Prepayments (other than (V) a Non-Serviced Mortgage Loan, (W) subsequent to a default under the related Mortgage Loan documents or if the Mortgage Loan is a Specially Serviced Mortgage Loan, (X) pursuant to applicable law or a court order or otherwise in such circumstances where the Master Servicer is required to accept such Principal Prepayment in accordance with the Servicing Standard, (Y) at the request or with the consent of the Special Servicer or, so long as a Control Event has not occurred and is not continuing, the Directing Certificateholder or (Z) in connection with the payment of any Insurance and Condemnation Proceeds), then for purposes of calculating the Compensating Interest Payment for the related Distribution Date, the Master Servicer shall pay, without regard to clause (1)(ii) above, the aggregate amount of Prepayment Interest Shortfalls with respect to such Mortgage Loan, otherwise described in clause (1)(i) above in connection with such Prohibited Prepayments.
 
 
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For the avoidance of doubt, Compensating Interest Payments with respect to each Serviced Pari Passu Whole Loan shall be allocated among the related Mortgage Loan and related Serviced Pari Passu Companion Loan, pro rata, in accordance with their respective principal balances.
 
Consultation Termination Event”: At any date at which (i) no Class of Control Eligible Certificates exists where such Class’s aggregate Certificate Balance is at least equal to 25% of the Original Certificate Balance of that Class, in each case without regard to the application of any Appraisal Reductions or (ii) a Holder of the Class E Certificates is the majority Controlling Class Certificateholder and has irrevocably waived its right, in writing, to exercise any of the rights of the Controlling Class Certificateholder, and such rights have not been reinstated to a successor Controlling Class Certificateholder pursuant to Section 3.28(l); provided, that no Consultation Termination Event resulting solely from the operation of clause (ii) shall be deemed to have existed or be in continuance with respect to a successor Holder of Class E Certificates that has not irrevocably waived its right to exercise any of the rights of the Controlling Class Certificateholder.
 
Control Eligible Certificates”: Any of the Class E, Class F and Class NR Certificates.
 
Control Event”: The occurrence of (i) the Certificate Balance of the Class E Certificates (taking into account the application of any Appraisal Reductions to notionally reduce the Certificate Balance of such Class in accordance with Section 4.05(a) hereof) being reduced to less than 25% of the Original Certificate Balance of such Class or (ii) a Holder of the Class E Certificates becoming the majority Controlling Class Certificateholder and has irrevocably waived its right, in writing, to exercise any of the rights of the Controlling Class Certificateholder and such rights have not been reinstated to a successor Controlling Class Certificateholder pursuant to Section 3.28(l).
 
Controlling Class”: As of any date of determination, the most subordinate Class of Control Eligible Certificates then outstanding that has a then aggregate Certificate Balance as notionally reduced by any Appraisal Reductions allocable to such Class in accordance with Section 4.05(a), at least equal to 25% of the Original Certificate Balance of that Class. The Controlling Class as of the Closing Date will be the Class NR Certificates.
 
Controlling Class Certificateholders”: Each Holder (or Certificate Owner, if applicable) of a Certificate of the Controlling Class as determined by the Certificate Registrar, from time to time, upon request by any party hereto. The Trustee, the Master Servicer, the Special Servicer or the Senior Trust Advisor may from time to time request (the cost of which being an expense of the Trust) that the Certificate Administrator provide a list of the Holders (or Certificate Owners, if applicable) of the Controlling Class and the Certificate Administrator shall promptly provide such list without charge to such Trustee, Master Servicer, Senior Trust Advisor or Special Servicer, as applicable. The Trustee, Master Servicer, the Special Servicer and the Senior Trust Advisor shall be entitled to rely on any such list so provided.
 
Corporate Trust Office”: The principal corporate trust office of the Trustee and the Certificate Administrator at which at any particular time its corporate trust business with
 
 
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respect to this Agreement shall be administered, which office at the date of the execution of this Agreement is located (i) with respect to Certificate transfers and surrenders, at Wells Fargo Center, Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479-0113; (ii) with respect to the Trustee at 1100 North Market Street, Wilmington, Delaware 19890, Attention: JPMBB 2014-C24; and (iii) for all other purposes, to the Certificate Administrator at 9062 Old Annapolis Road, Columbia, Maryland 21045, Attention: Corporate Trust Services (CMBS), JPMBB Commercial Mortgage Securities Trust 2014-C24, telecopy number (410) 715-2380.
 
Corrected Mortgage Loan”: Any Specially Serviced Mortgage Loan that has become current and remained current for three (3) consecutive Monthly Payments (for such purposes taking into account any modification or amendment of the related Mortgage Loan, Companion Loan or ESK Companion Loan, as applicable, whether by a consensual modification or in connection with a bankruptcy, insolvency or similar proceeding involving the Mortgagor), and (provided that no additional default is foreseeable in the reasonable judgment of the Special Servicer and no other event or circumstance exists that causes such Mortgage Loan, Companion Loan or ESK Companion Loan, as applicable, to otherwise constitute a Specially Serviced Mortgage Loan) the servicing of which the Special Servicer has returned to the Master Servicer pursuant to Section 3.21(a).
 
CREFC®”: The Commercial Real Estate Finance Council®, or any successor organization reasonably acceptable to the Certificate Administrator, the Master Servicer, the Special Servicer and, prior to the occurrence and continuance of a Control Event, the Directing Certificateholder.
 
CREFC® Appraisal Reduction Template”: A report substantially in the form of, and containing the information called for in, the downloadable form of the “Appraisal Reduction Template” available as of the Closing Date on the CREFC® Website, or such other form for the presentation of such information and containing such additional information as may from time to time be approved by the CREFC® for commercial mortgage securities transactions generally.
 
CREFC® Advance Recovery Report”: The monthly report substantially in the form of, and containing the information called for in, the downloadable form of the “Advance Recovery Report” available as of the Closing Date on the CREFC® Website, or such other form for the presentation of such information and containing such additional information as may from time to time be approved by the CREFC® for commercial mortgage securities transactions generally.
 
CREFC® Bond Level File”: The data file in the “CREFC® Bond Level File” format substantially in the form of and containing the information called for therein, or such other form for the presentation of such information as may be approved from time to time by the CREFC® for commercial mortgage securities transactions generally.
 
CREFC® Collateral Summary File”: The data file in the “CREFC® Collateral Summary File” format substantially in the form of and containing the information called for therein, or such other form for the presentation of such information as may be approved from time to time by the CREFC® for commercial mortgage securities transactions generally.
 
 
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CREFC® Comparative Financial Status Report”: The monthly report in “Comparative Financial Status Report” format substantially in the form of and containing the information called for therein for the 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® Delinquent Loan Status Report”: The monthly report in the “Delinquent Loan Status Report” 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® Financial File”: The data file in the “CREFC® Financial File” format substantially in the form of and containing the information called for therein for the 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® Historical Bond/Collateral Realized Loss Reconciliation Template”: A report substantially in the form of, and containing the information called for in, the downloadable form of the “Historical Bond/Collateral Realized Loss Reconciliation Template” available and effective from time to time on the CREFC® Website.
 
CREFC® Historical Liquidation Loss Template”: A report substantially in the form of, and containing the information called for in, the downloadable form of the “Historical Liquidation Loss Template” available and effective from time to time on the CREFC® Website.
 
CREFC® Historical Loan Modification and Corrected Mortgage Loan Report”: The monthly report in the “Historical Loan Modification and Corrected Mortgage Loan Report” format substantially in the form of and containing the information called for therein for the 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® Intellectual Property Royalty License Fee”: With respect to each Mortgage Loan, REO Loan (other than the portion of an REO Loan related to any Companion Loan) and the ESK Companion Loan and for any Distribution Date, an amount accrued during the related Interest Accrual Period at the CREFC® Intellectual Property Royalty License Fee Rate on the Stated Principal Balance of such Mortgage Loan, REO Loan or ESK Companion Loan as of the close of business on the Distribution Date in such Interest Accrual Period; provided that such amounts shall be computed for the same period and on the same interest accrual basis respecting which any related interest payment due or deemed due on the related Mortgage Loan, REO Loan or ESK Companion Loan is computed and shall be prorated for partial periods. For the avoidance of doubt, the CREFC® Intellectual Property Royalty License Fee shall be deemed payable by the Master Servicer from the Lower-Tier REMIC.
 
CREFC® Intellectual Property Royalty License Fee Rate”: With respect to each Mortgage Loan, a rate equal to 0.0005% per annum.
 
 
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CREFC® Interest Shortfall Reconciliation Template”: A report substantially in the form of, and containing the information called for in, the downloadable form of the “Interest Shortfall Reconciliation Template” available and effective from time to time on the CREFC® Website.
 
CREFC® Investor Reporting Package”: The collection of reports specified by the CREFC® from time to time as the “CREFC® Investor Reporting Package.” As of the Closing Date, the CREFC® Investor Reporting Package contains seven electronic files ((1) CREFC® Loan Setup File, (2) CREFC® Loan Periodic Update File, (3) CREFC® Property File, (4) CREFC® Bond Level File, (5) CREFC® Collateral Summary File, (6) CREFC® Financial File and (7) CREFC® Special Servicer Loan File) and nine surveillance reports ((1) CREFC® Servicer Watch List, (2) CREFC® Delinquent Loan Status Report, (3) CREFC® REO Status Report, (4) CREFC® Comparative Financial Status Report, (5) CREFC® Historical Loan Modification and Corrected Mortgage Loan Report, (6) CREFC® Operating Statement Analysis Report, (7) CREFC® NOI Adjustment Worksheet, (8) CREFC® Loan Level Reserve/LOC Report and (9) with respect to Mortgage Loans that have a Companion Loan or ESK Companion Loan, as applicable, the CREFC® Total Loan Report). In addition, the CREFC® Investor Reporting Package shall include the CREFC® Advance Recovery Report. In addition, the CREFC® Investor Reporting Package shall include the following nine templates: (1) CREFC® Appraisal Reduction Template, (2) CREFC® Servicer Realized Loss Template, (3) CREFC® Reconciliation of Funds Template, (4) CREFC® Historical Bond/Collateral Realized Loss Reconciliation Template, (5) CREFC® Historical Liquidation Loss Template, (6) CREFC® Interest Shortfall Reconciliation Template, (7) CREFC® Loan Modification Report, (8) CREFC® Loan Liquidation Report and (9) CREFC® REO Liquidation Report. The CREFC® Investor Reporting Package shall be substantially in the form of, and containing the information called for in, the downloadable forms of the “CREFC® IRP” 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 or reports as may from time to time be approved by the CREFC® for commercial mortgage backed securities transactions generally. For the purposes of the production of the CREFC® Comparative Financial Status Report by the Master Servicer or the Special Servicer of any such report that is required to state information for any period prior to the Cut-off Date, the Master Servicer or the Special Servicer, as the case may be, may conclusively rely (without independent verification), absent manifest error, on information provided to it by the Mortgage Loan Sellers or by the related Mortgagor or (x) in the case of such a report produced by the Master Servicer, by the Special Servicer (if other than the Master Servicer or an Affiliate thereof) and (y) in the case of such a report produced by the Special Servicer, by the Master Servicer (if other than the Special Servicer or an Affiliate thereof).
 
CREFC® License Agreement”: The License Agreement, in the form set forth on the website of CREFC® on the Closing Date, relating to the use of the CREFC® trademarks and trade names.
 
CREFC® Loan Level Reserve/LOC Report”: The monthly report in the “CREFC® Loan Level Reserve/LOC Report” 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.
 
 
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CREFC® Loan Liquidation Report”: A report substantially in the form of, and containing the information called for in, the downloadable form of the “Loan Liquidation Report” available and effective from time to time on the CREFC® Website, or such other form for the presentation of such information and containing such additional information as may from time to time be recommended by the CREFC® for commercial mortgage securities transactions generally.
 
CREFC® Loan Modification Report”: A report substantially in the form of, and containing the information called for in, the downloadable form of the “Loan Modification Report” available and effective from time to time on the CREFC® Website, or such other form for the presentation of such information and containing such additional information as may from time to time be recommended by the CREFC® for commercial mortgage securities transactions generally.
 
CREFC® Loan Periodic Update File”: The data file in the “CREFC® Loan Periodic Update File” format substantially in the form of and containing the information called for therein for the Mortgage Loans and the ESK Companion Loan, 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® Loan Setup File”: The data file in the “CREFC® Loan Setup File” 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® NOI Adjustment Worksheet”: The worksheet in the “NOI Adjustment Worksheet” 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® Operating Statement Analysis Report”: The report in the “Operating Statement Analysis Report” 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® Property File”: The data file in the “CREFC® Property File” 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® Reconciliation of Funds Template”: A report substantially in the form of, and containing the information called for in, the downloadable form of the “Reconciliation of Funds Template” available and effective from time to time on the CREFC® Website, or such other form for the presentation of such information and containing such additional information as
 
 
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may from time to time be recommended by the CREFC® for commercial mortgage securities transactions generally.
 
CREFC® REO Liquidation Report”: A report substantially in the form of, and containing the information called for in, the downloadable form of the “REO Liquidation Report” available and effective from time to time on the CREFC® Website, or such other form for the presentation of such information and containing such additional information as may from time to time be recommended by the CREFC® for commercial mortgage securities transactions generally.
 
CREFC® REO Status Report”: The monthly report in the “REO Status Report” 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® Servicer Realized Loss Template”: A report substantially in the form of, and containing the information called for in, the downloadable form of the “Servicer Realized Loss Template” available and effective from time to time on the CREFC® Website.
 
CREFC® Servicer Watch List”: A monthly report, as of each Determination Date, 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 (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”: The data file in the “CREFC® Special Servicer Loan File” 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® Total Loan Report”: A monthly report 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 in such other form for the presentation of such information and containing such additional information as may from time to time be adopted by the CREFC® for commercial mortgage-backed securities transactions and is reasonably acceptable to the Master Servicer.
 
CREFC® Website”: The CREFC® Website located at “www.crefc.org” or such other primary website as the CREFC® may establish for dissemination of its report forms.
 
Cross-Over Date”: The Distribution Date on which the Certificate Balances of the Subordinate Certificates (calculated without giving effect to any exchange of Exchangeable Certificates for Class EC Certificates) have all been reduced to zero as a result of the allocation of Collateral Support Deficits to those Certificates.
 
 
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Crossed Mortgage Loan Group”: With respect to (i) any Mortgage Loan that consists of more than one commercial mortgage loan, the underlying group of loans that are cross-collateralized and cross-defaulted with each other and (ii) any two or more individual Mortgage Loans that are cross-collateralized and cross-defaulted with each other, such cross-collateralized and cross-defaulted Mortgage Loans. For the avoidance of doubt, there are no Crossed Mortgage Loan Groups as of the Closing Date.
 
Crossed Underlying Loan”: With respect to any Crossed Mortgage Loan Group, (i) a Mortgage Loan that is cross-collateralized and cross-defaulted with one or more other Mortgage Loans within such Crossed Mortgage Loan Group or (ii) a Mortgage Loan that is cross-collateralized and cross-defaulted with one or more other Mortgage Loans within such Crossed Mortgage Loan Group.
 
Crossed Underlying Loan Repurchase Criteria”: With respect to any Crossed Mortgage Loan Group as to which one or more (but not all) of the Crossed Underlying Loans therein are affected by a Defect or a Breach (the Crossed Underlying Loan(s) in such Crossed Mortgage Loan Group affected by such Defect or Breach, for purposes of this definition, the “affected Crossed Underlying Loans” and the other Crossed Underlying Loan(s) in such Crossed Mortgage Loan Group, for purposes of this definition, the “remaining Crossed Underlying Loans”) (i) the weighted average Debt Service Coverage Ratio for all the remaining Crossed Underlying Loans for the four most recently reported calendar quarters preceding the repurchase or substitution shall not be less than the greater of (a) the weighted average Debt Service Coverage Ratio for the entire such Crossed Mortgage Loan Group, including the affected Crossed Underlying Loan(s), for the four most recently reported calendar quarters preceding the repurchase or substitution, and (b) 1.25x, (ii) the weighted average LTV Ratio for all the remaining Crossed Underlying Loans determined at the time of repurchase or substitution based upon an Appraisal obtained by the Special Servicer at the expense of the related Mortgage Loan Seller shall not be greater than the least of (a) the weighted average LTV Ratio for the entire such Crossed Mortgage Loan Group, including the affected Crossed Underlying Loan(s), determined at the time of repurchase or substitution based upon an Appraisal obtained by the Special Servicer at the expense of the related Mortgage Loan Seller, (b) the weighted average LTV Ratio for the entire such Crossed Mortgage Loan Group, including the affected Crossed Underlying Loan(s), as of the Cut-off Date and (c) 75%, (iii) the related Mortgage Loan Seller, at its expense, shall have furnished the Trustee and the Certificate Administrator with an Opinion of Counsel that any modification relating to the repurchase or substitution of a Crossed Underlying Loan shall not cause an Adverse REMIC Event, (iv) the related Mortgage Loan Seller causes the affected Crossed Underlying Loan to become not cross-collateralized and cross-defaulted with the remaining related Crossed Underlying Loans prior to such repurchase or substitution or otherwise forbears from exercising enforcement rights against the Primary Collateral for any Crossed Underlying Loan(s) remaining in the Trust Fund (while the Trust forbears from exercising enforcement rights against the Primary Collateral for the Mortgage Loan removed from the Trust Fund) and (v) unless a Control Event has occurred and is continuing, the Directing Certificateholder shall have consented to the repurchase or substitution of the affected Crossed Underlying Loan, which consent shall not be unreasonably withheld, conditioned or delayed.
 
Custodial Exception Report”: As defined in Section 2.02(b).
 
 
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Custodian”: A Person who is at any time appointed by the Certificate Administrator pursuant to Section 8.11 as a document custodian for the Mortgage Files, which Person shall not be the Depositor, either of the Mortgage Loan Sellers or an Affiliate of any of them. The Certificate Administrator shall be the initial Custodian.
 
Cut-off Date”: With respect to each Mortgage Loan and ESK Companion Loan, as applicable, the related Due Date of such Mortgage Loan and ESK Companion Loan, as applicable in September 2014, or with respect to any Mortgage Loan and ESK Companion Loan, as applicable that has its first Due Date in November 2014, the earlier of the date that would have otherwise been the related Due Date in September 2014 and the origination date.
 
Cut-off Date Principal Balance”: With respect to any Mortgage Loan and ESK Companion Loan, the outstanding principal balance of such Mortgage Loan or ESK Companion Loan, as of the Cut-off Date, after application of all payments of principal due on or before such date, whether or not received.
 
DBRS”: DBRS, Inc., and its successors in interest. If neither DBRS nor any successor remains in existence, “DBRS” shall be deemed to refer to such other nationally recognized statistical rating agency or other comparable Person reasonably designated by the Depositor, notice of which designation shall be given to the Trustee, the Certificate Administrator, the Master Servicer, the Directing Certificateholder and the Special Servicer and specific ratings of DBRS herein referenced shall be deemed to refer to the equivalent ratings of the party so designated.
 
Debt Service Coverage Ratio”: With respect to any Mortgage Loan, for any twelve-month period covered by an annual operating statement for the related Mortgaged Property, the ratio of (i) Net Operating Income produced by the related Mortgaged Property during such period to (ii) the aggregate amount of Monthly Payments (other than any Balloon Payment) due under such Mortgage Loan during such period; provided that with respect to the Mortgage Loans identified on Annex A-1 to the Prospectus Supplement as paying interest only for a specified period of time set forth in the related Mortgage Loan documents and then paying principal and interest, the related Monthly Payment will be calculated (for purposes of this definition only) to include interest and principal (based on the remaining amortization term indicated in the Mortgage Loan Schedule).
 
Default Interest”: With respect to any Mortgage Loan, Companion Loan or ESK Companion Loan, all interest accrued in respect of such Mortgage Loan, Companion Loan or ESK Companion Loan during such Due Period provided for in the related Mortgage Note or Mortgage as a result of a default (exclusive of late payment charges) that is in excess of interest at the related Mortgage Rate accrued on the unpaid principal balance of such Mortgage Loan, Companion Loan or ESK Companion Loan outstanding from time to time.
 
Defaulted Mortgage Loan”: A Mortgage Loan (i) that is delinquent at least sixty (60) days in respect of its Monthly Payments or more than thirty (30) days (or sixty (60) days with respect to the circumstances described in clause (ii) of the definition of Servicing Transfer Event) 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 or
 
 
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Mortgage Note and without regard to any acceleration of payments under the related Mortgage and Mortgage Note 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. For the avoidance of doubt, a defaulted Companion Loan does not constitute a “Defaulted Mortgage Loan”.
 
Defeasance Accounts”: As defined in Section 3.20(k).
 
Defect”: As defined in Section 2.02(f).
 
Deficient Exchange Act Deliverable”: With respect to the Master Servicer, the Special Servicer, the Senior Trust Advisor, the Custodian, the Certificate Administrator, the Trustee and each Servicing Function Participant and Additional Servicer retained by it (other than an Initial Sub-Servicer), any item (x) regarding such party, (y) prepared by such party or any registered public accounting firm, attorney or other agent retained by such party to prepare such information and (z) delivered by or on behalf of such party pursuant to the delivery requirements under Article XI of this Agreement that does not conform to the applicable reporting requirements under the Securities Act, the Exchange Act, the Sarbanes-Oxley Act and the rules and regulations promulgated thereunder.
 
Deficient Valuation”: With respect to any Mortgage Loan, Serviced Whole Loan or ESK Whole Loan (or ESK Companion Loan), as applicable, a valuation by a court of competent jurisdiction of the Mortgaged Property in an amount less than the then outstanding principal balance of such Mortgage Loan, Serviced Whole Loan or ESK Whole Loan (or ESK Companion Loan) which valuation results from a proceeding initiated under the Bankruptcy Code.
 
Definitive Certificate”: Any Certificate in definitive, fully registered form without interest coupons. Initially, the Class A-4A2 Certificates, the Class R Certificates and any Certificate issued pursuant to Sections 5.02(c) and (d) shall be Definitive Certificates.
 
Denomination”: With respect to any Certificate or any beneficial interest in a Certificate the amount (i) (a) set forth on the face thereof, (b) set forth on a schedule attached thereto or (c) in the case of any beneficial interest in a Book-Entry Certificate, the interest of the related Certificate Owner in the applicable Class of Certificates as reflected on the books and records of the Depository or related Depository Participant, as applicable, (ii) expressed in terms of initial Certificate Balance or initial Notional Amount, as applicable, and (iii) in an authorized denomination, as set forth in Section 5.01(a).
 
Depositor”: J.P. Morgan Chase Commercial Mortgage Securities Corp., a Delaware corporation, or its successor in interest.
 
Depository”: DTC, or any successor Depository hereafter named. The nominee of the initial Depository for purposes of registering those Certificates that are to be Book-Entry Certificates, is Cede & Co. The Depository shall at all times be a “clearing corporation” as defined in Section 8-102(3) of the UCC of the State of New York and a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act.
 
 
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Depository Participant”: A broker, dealer, bank or other financial institution or other Person for whom from time to time the Depository effects book-entry transfers and pledges of securities deposited with the Depository.
 
Determination Date”: With respect to any Distribution Date, the eleventh (11th) day of each calendar month (or, if the eleventh (11th) calendar day of that month is not a Business Day, then the Business Day immediately succeeding such eleventh (11th) calendar day).
 
Direct Sale Certificates”: $75,000,000 initial Certificate Balance of Class A-4A2 Certificates sold by the Depositor to JPMCB on the Closing Date.
 
Directing Certificateholder”: The initial Directing Certificateholder shall be Raith Capital Partners, LLC. Thereafter, the Directing Certificateholder shall be the Controlling Class Certificateholder (or a representative thereof) selected by more than 50% of the Controlling Class Certificateholders, (by Certificate Balance, as determined by the Certificate Registrar from time to time); provided, however, that (i) absent that selection, or (ii) until a Directing Certificateholder is so selected or (iii) upon receipt of a notice from a majority of the Controlling Class Certificateholders, by Certificate Balance, that a Directing Certificateholder is no longer designated, the Controlling Class Certificateholder that owns the largest aggregate Certificate Balance of the Controlling Class (or a representative thereof) will be the Directing Certificateholder; provided, however, that, in the case of this clause (iii), in the event that no one Holder owns the largest aggregate Certificate Balance of the Controlling Class, then there will be no Directing Certificateholder until appointed in accordance with the terms of this Agreement. After the occurrence and during the continuance of a Control Event, the Directing Certificateholder shall only retain its consultation rights to the extent specifically provided for herein. After the occurrence of a Consultation Termination Event, there will be no Directing Certificateholder. The Depositor shall promptly provide the name and contact information for the initial Directing Certificateholder upon request of any party to this Agreement and any such requesting party may conclusively rely on the name and contact information provided by the Depositor. In the event the Controlling Class Certificateholder has elected to irrevocably waive its right to appoint a Directing Certificateholder or to exercise any of the rights of the Controlling Class Certificateholder, there will be no Directing Certificateholder and no party will be entitled to exercise any of the rights of the Directing Certificateholder until such time as a Controlling Class Certificateholder is reinstated pursuant to Section 3.28(l) hereof and a new Directing Certificateholder is appointed in accordance with the terms hereof. The Certificate Administrator and the other parties hereto shall be entitled to assume that the identity of the Directing Certificateholder has not changed until such parties receive written notice of a replacement of the Directing Certificateholder from a party holding the requisite interest in the Controlling Class, or the resignation of the then-current Directing Certificateholder.
 
Directly Operate”: With respect to any REO Property (except with respect to a Non-Serviced Mortgaged 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, the use of such REO Property in a trade or business conducted by the Trust
 
 
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Fund or on behalf of a Companion Holder 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, however, that an REO Property shall not be considered to be Directly Operated solely because the Trustee (or the Special Servicer on behalf of the Trustee) 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”: With respect to any Mortgage Loan, ESK Companion Loan or REO Property (other than any Non-Serviced Mortgage Loan or related REO Property), any compensation and other remuneration (including, without limitation, in the form of commissions, brokerage fees, or 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 Mortgagor, any manager, any guarantor or indemnitor in respect of a Mortgage Loan and any purchaser of any Mortgage Loan or REO Property) in connection with the disposition, workout or foreclosure of any Mortgage Loan or ESK Companion Loan, the management or disposition of any REO Property, and the performance by the Special Servicer or any such Affiliate of any other special servicing duties under this Agreement, other than (1) any Permitted Special Servicer/Affiliate Fees and (2) any compensation to which the Special Servicer is entitled pursuant to Section 3.11 of this Agreement.
 
Disclosure Parties”: As defined in Section 3.15(e).
 
Disqualified Organization”: Any of (i) the United States, any State or political subdivision thereof, any possession of the United States 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 a majority of its board of directors is not selected by such governmental unit), (ii) a foreign government, any international organization or any agency or instrumentality of any of the foregoing, (iii) any organization (other than certain farmers’ cooperatives described in Section 521 of the Code) which is exempt from the tax imposed by Chapter 1 of the Code (including the tax imposed by Section 511 of the Code on unrelated business taxable income) on any excess inclusions (as defined in Section 860E(c)(1) of the Code) with respect to the Class R Certificates (except certain farmers’ cooperatives described in Section 521 of the Code), (iv) rural electric and telephone cooperatives described in Section 1381(a)(2)(C) of the Code, (v) an “electing large partnership,” as defined in Section 775 of the Code and (vi) any other Person so designated by the Trustee or the Certificate Administrator based upon an Opinion of Counsel as provided to the Trustee or the Certificate Administrator (at no expense to the Trustee or the Certificate Administrator) that the holding of an Ownership Interest in a Class R Certificate by such Person may cause any Trust REMIC to fail to qualify as a REMIC at any time that the Certificates are outstanding 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
 
 
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organization” shall have the meanings set forth in Section 7701 of the Code or successor provisions.
 
Distributable Certificate Interest”: With respect to any Distribution Date, as to any Class of Regular Certificates, the Accrued Certificate Interest in respect of such Class of Regular Certificates for such Distribution Date, reduced (to not less than zero) by (i) any allocations to such Class of Regular Certificates (other than the Class X Certificates) of the product of (a) any Net Aggregate Prepayment Interest Shortfall for such Distribution Date, multiplied by (b) a fraction, expressed as a decimal, the numerator of which is the Interest Distribution Amount (without regard to the allocation of Prepayment Interest Shortfalls for such Distribution Date) in respect of such Class of Certificates for such Distribution Date, and the denominator of which is the aggregate Interest Distribution Amount (without regard to the allocation of Prepayment Interest Shortfalls for such Distribution Date) in respect of all the Classes of Regular Certificates (other than the Class X Certificates) for such Distribution Date and (ii) any Certificate Deferred Interest for such Distribution Date allocated to such Class of Regular Certificates pursuant to Section 4.06(a). With respect to each Class of Exchangeable Certificates and the Class EC Certificates, for purposes of determining allocations and distributions under Section 4.01(a) of this Agreement as between the Exchangeable Certificates and the Class EC Certificates, all amounts of Distributable Certificate Interest of each Class of Exchangeable Certificates for any Distribution Date shall be determined without regard to any exchange and conversion of such Exchangeable Certificates for Class EC Certificates; provided, however, that all amounts of Distributable Certificate Interest that would otherwise be allocable to such converted Exchangeable Certificates shall be deemed allocable to such Class EC Certificates, without duplication.
 
Distribution Accounts”: Collectively, the Upper-Tier REMIC Distribution Account, the Class EC Distribution Account, the Lower-Tier REMIC Distribution Account, the Class ESK Distribution Account and the Excess Interest Distribution Account (and in each case any subaccount thereof), all of which may be subaccounts of a single Eligible Account.
 
Distribution Date”: The 4th Business Day following each Determination Date, beginning in November 2014. The initial Distribution Date shall be November 17, 2014.
 
Do Not Hire List”: The list, as may be updated at any time, provided by the Depositor to the Master Servicer, Special Servicer, the Certificate Administrator, Trustee or Senior Trust Advisor, which lists certain parties identified by the Depositor as having failed to comply (after any applicable cure period) with their respective obligations under Article XI of this Agreement or as having failed to comply (after any applicable cure period) with any similar Regulation AB reporting requirements under any other securitization transaction. For the avoidance of doubt, as of the Closing Date no parties appear on the Do Not Hire List.
 
DTC”: The Depository Trust Company, a New York corporation.
 
Due Date”: With respect to (i) any Mortgage Loan, Companion Loan or ESK Companion Loan, as applicable, on or prior to its Maturity Date, the day of the month set forth in the related Mortgage Note on which each Monthly Payment thereon is scheduled to be first due, (ii) any Mortgage Loan, Companion Loan or ESK Companion Loan, as applicable, after the
 
 
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Maturity Date therefor, the day of the month set forth in the related Mortgage Note on which each Monthly Payment on such Mortgage Loan, Companion Loan or ESK Companion Loan, as applicable, had been scheduled to be first due, and (iii) any REO Loan, the day of the month set forth in the related Mortgage Note on which each Monthly Payment on the related Mortgage Loan, Companion Loan or ESK Companion Loan, as applicable, had been scheduled to be first due.
 
Due Period”: With respect to any Distribution Date and any Mortgage Loan, Companion Loan or ESK Companion Loan, the period commencing on the day immediately succeeding the Due Date for such Mortgage Loan, Companion Loan or ESK Companion Loan occurring in the month preceding the month in which such Distribution Date occurs or the date that would have been the Due Date if such Mortgage Loan, Companion Loan or ESK Companion Loan had a Due Date in such preceding month and ending on and including the Due Date for such Mortgage Loan, Companion Loan or ESK Companion Loan occurring in the month in which such Distribution Date occurs. Notwithstanding the foregoing, in the event that the last day of a Due Period (or applicable grace period) is not a Business Day, any Monthly Payments received with respect to the Mortgage Loans, Companion Loan or ESK Companion Loan relating to such Due Period on the Business Day immediately following such day shall be deemed to have been received during such Due Period and not during any other Due Period.
 
EDGAR”: As defined in Section 11.03.
 
EDGAR-Compatible Format”: Any format compatible with EDGAR, including HTML, Word or clean, searchable PDFs.
 
Election Notice”: As defined in Section 3.36(g).
 
Eligible Account”: Any of the following: (i) a segregated account or accounts maintained with a federal or state chartered depository institution or trust company (including the Trustee or the Certificate Administrator), (A) the long -term unsecured debt obligations of which are rated at least “Aa3” by Moody’s, if the deposits are to be held in such account for thirty (30) days or more, and the short-term debt obligations of which have a short-term rating of not less than “P-1” from Moody’s, if the deposits are to be held in such account for less than thirty (30) days and (B) the long-term unsecured debt obligations of which are rated at least “A+” by Fitch, if the deposits are to be held in such account for thirty (30) days or more, and the short-term debt obligations of which have a short-term rating of not less than “F1” from Fitch, if the deposits are to be held in such account for less than thirty (30) days; (ii) an account or accounts maintained with Wells Fargo Bank, National Association so long as Wells Fargo Bank, National Association’s long-term unsecured debt rating shall be at least “A2” from Moody’s and “BBB+” from Fitch (if the deposits are to be held in the account for more than thirty (30) days) or Wells Fargo Bank, National Association’s short-term deposit or short-term unsecured debt rating shall be at least “P-1” from Moody’s and “F2” from Fitch (if the deposits are to be held in the account for thirty (30) days or less); (iii) an account or accounts maintained with KeyBank National Association, provided (A) that the short-term debt obligations or commercial paper of KeyBank National Association are rated at least “F2” by Fitch and the equivalent by KBRA (if then rated by KBRA) in the case of letters of credit or accounts in which funds are held for thirty (30) days or less and the long-term unsecured debt obligations of KeyBank National Association are rated
 
 
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at least “BBB+” by Fitch and the equivalent by KBRA (if then rated by KBRA) in the case of letters of credit or accounts in which funds are held for more than thirty (30) days and (B) that the long term unsecured debt rating of KeyBank National Association shall be at least “A3” from Moody’s; provided, however, that so long as KeyBank’s long term unsecured debt rating shall be “A3” from Moody’s, such account or accounts maintained with KeyBank shall be limited to 16.0% or less of the outstanding principal balance of the Mortgage Loans; (iv) such other account or accounts 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)(iii) above, with respect to which a Rating Agency Confirmation has been obtained from each Rating Agency for which the minimum ratings set forth in the applicable clause is not satisfied with respect to such account, which account may be an account maintained by or with the Certificate Administrator, the Trustee, the Master Servicer or the Special Servicer; (v) any other account or accounts not listed in clauses (i)(iii) above with respect to which a Rating Agency Confirmation has been obtained from each and every Rating Agency and a confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.30), which account may be an account maintained by or with the Certificate Administrator, the Trustee, the Master Servicer or the Special Servicer, or (vi) a segregated trust account or accounts maintained with the corporate trust department of a federal or state chartered depository institution or trust company that has a long-term unsecured debt rating of at least “A2” from Moody’s (if the deposits are to be held in the account for more than thirty (30) days) or a short-term unsecured debt rating of at least “P-1” from Moody’s (if the deposits are to be held in the account for thirty (30) days or less) and that, in either case, has corporate trust powers, acting in its fiduciary capacity, provided that any state chartered depository institution or trust company is subject to regulation regarding fiduciary funds substantially similar to 12 C.F.R. § 9.10(b). Eligible Accounts may bear interest. No Eligible Account shall be evidenced by a certificate of deposit, passbook or other similar instrument.
 
Environmental Assessment”: An “environmental site assessment” as such term is defined in, and meeting the criteria of, the American Society of Testing Materials Standard Section E 1527-00, or any successor thereto.
 
Environmental Indemnity Agreement”: With respect to any Mortgage Loan or ESK Companion Loan, any agreement between the Mortgagor (or a guarantor thereof) and the originator of such Mortgage Loan or ESK Companion Loan relating to the Mortgagor’s obligation to remediate or monitor or indemnify for any environmental problems relating to the related Mortgaged Property.
 
ERISA”: The Employee Retirement Income Security Act of 1974, as amended.
 
ERISA Restricted Certificate”: Any Certificate (other than a Class R Certificate) that does not meet the requirements of Prohibited Transaction Exemption 2002-19 (as such exemption may be amended from time to time) as of the date of the acquisition of such Certificate by a Plan. As of the Closing Date, each of the Class X-C, Class X-D, Class X-E, Class ESK, Class E, Class F and Class NR Certificates is an ERISA Restricted Certificate.
 
 
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Escrow Payment”: Any payment received by the Master Servicer or the Special Servicer for the account of any Mortgagor for application toward the payment of real estate taxes, assessments, insurance premiums, ground lease rents and similar items in respect of the related Mortgaged Property, including amounts for deposit to any reserve account.
 
ESK Companion Loan”: The subordinate interest in the ESK Whole Loan made by the related Mortgagor and secured by the Mortgage on the ESK Mortgaged Property and designated as promissory note B, which is included in the Trust, which is subordinate in right of payment to the ESK Mortgage Loan to the extent set forth in the ESK Intercreditor Agreement, and which is evidenced by a separate Class of Certificates, the Class ESK Certificates.
 
ESK Control Appraisal Period”: The “Control Appraisal Period” identified in the ESK Intercreditor Agreement; provided, however, an ESK Control Appraisal Period shall not be deemed to have occurred in the event that the Class ESK Directing Certificateholder exercises a “Threshold Event Cure” on behalf of the “Controlling Noteholder” (each as defined therein) within thirty (30) days of a “Control Appraisal Period” occurring thereunder.
 
ESK Intercreditor Agreement”: That certain agreement between noteholders, dated as of October 1, 2014, by and between the holder of the ESK Companion Loan and the holder of the ESK Mortgage Loan, relating to the relative rights of such holders of the ESK Whole Loan, as the same may be further amended in accordance with the terms thereof.
 
ESK Mortgage Loan”: With respect to the ESK Whole Loan, the senior interest that is included in the Trust (identified as Mortgage Loan No. 14 “Embassy Suites Kennesaw” on the Mortgage Loan Schedule), which is evidenced by the related promissory note A, and is senior in right of payment to the ESK Companion Loan to the extent set forth in the ESK Intercreditor Agreement.
 
ESK Mortgage Notes”: Either of the promissory notes evidencing the ESK Whole Loan made by the related Mortgagor and secured by the Mortgage on the ESK Mortgaged Property, as the context requires.
 
ESK Mortgaged Property”: The Mortgaged Property that secures the ESK Whole Loan.
 
ESK Whole Loan”: Collectively, the whole mortgage loan that is subject to the ESK Intercreditor Agreement, which is evidenced by the ESK Mortgage Notes and secured by a single Mortgage on the ESK Mortgaged Property. References herein to the ESK Whole Loan shall be construed to refer to the aggregate indebtedness under the ESK Mortgage Loan and the ESK Companion Loan.
 
Euroclear”: The Euroclear System or any successor thereto.
 
Excess Interest”: With respect to each ARD Loan, interest accrued on such ARD Loan after the Anticipated Repayment Date allocable to the Excess Rate, including all interest accrued thereon. The Excess Interest shall not be an asset of any Trust REMIC, but rather shall be an asset of the Grantor Trust.
 
 
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Excess Interest Distribution Account”: The trust account or accounts created and maintained as a separate account or accounts (or as a subaccount of the Distribution Account) by the Certificate Administrator pursuant to Section 3.04(c), which shall be entitled “Wells Fargo Bank, National Association, as Certificate Administrator, for the benefit of Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders of JPMBB Commercial Mortgage Securities Trust 2014-C24, Commercial Mortgage Pass-Through Certificates, Series 2014-C24, Class NR, Excess Interest Distribution Account”, and which must be an Eligible Account (or a subaccount of an Eligible Account). The Excess Interest Distribution Account shall be held solely for the benefit of the Holders of the Class NR Certificates. The Excess Interest Distribution Account shall not be an asset of any Trust REMIC, but rather shall be an asset of the Grantor Trust.
 
Excess Modification Fee Amount”: With respect to either the Master Servicer or the Special Servicer, any Corrected Mortgage Loan and any particular modification, waiver, extension or amendment with respect to such Corrected Mortgage Loan that gives rise to the payment of a Workout Fee, an amount equal to the aggregate of any Excess Modification Fees paid by or on behalf of the related Mortgagor with respect to the related Mortgage Loan (including the related Companion Loan or ESK Companion Loan, if applicable, unless prohibited under the related Intercreditor Agreement) and received and retained by the Master Servicer or the Special Servicer, as applicable, as compensation within the prior twelve (12) months of such modification, waiver, extension or amendment, but only to the extent those fees have not previously been deducted from a Workout Fee or Liquidation Fee.
 
Excess Modification Fees”: With respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan), Serviced Whole Loan or ESK Whole Loan, the sum of (A) the excess, if any, of (i) any and all Modification Fees with respect to a modification, waiver, extension or amendment of any of the terms of such Mortgage Loan, Serviced Whole Loan or ESK Whole Loan, as applicable, over (ii) all unpaid or unreimbursed additional expenses (including, without limitation, reimbursement of Advances and interest on Advances to the extent not otherwise paid or reimbursed by the Mortgagor but excluding Special Servicing Fees, Workout Fees and Liquidation Fees) outstanding or previously incurred on behalf of the Trust with respect to the related Mortgage Loan, Serviced Whole Loan or ESK Whole Loan, as applicable, and reimbursed from such Modification Fees and (B) expenses previously paid or reimbursed from Modification Fees as described in the preceding clause (A), which expenses have been recovered from the related Mortgagor or otherwise. With respect to each of the Master Servicer and the Special Servicer, the Excess Modification Fees collected and earned by such Person from the related Mortgagor (taken in the aggregate with any other Excess Modification Fees collected and earned by such Person from the related Mortgagor within the prior twelve (12) months of the collection of the current Excess Modification Fees) will be subject to a cap of 1.0% of the outstanding principal balance of the related Mortgage Loan, Serviced Whole Loan or ESK Whole Loan, as applicable, on the closing date of the related modification, extension, waiver or amendment (after giving effect to such modification, extension, waiver or amendment) with respect to any Mortgage Loan, Serviced Whole Loan or ESK Whole Loan, as applicable.
 
 
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Excess Rate”: With respect to each ARD Loan, the excess of (i) the applicable Revised Rate over (ii) the applicable Mortgage Rate, each as set forth in the Mortgage Loan Schedule.
 
Exchange”: As defined in Section 3.36(g).
 
Exchange Act”: The Securities Exchange Act of 1934, as amended from time to time and the rules and regulations of the Commission thereunder.
 
Exchange Date”: As defined in Section 5.09.
 
Exchange Proportion”: With respect to Exchangeable Certificates and the Class EC Certificates, the following percentages based on the initial Certificate Balances of the Classes (rather than the outstanding Certificate Balances):
 
Exchange Proportion
   
Class A-S:           38.09530944104840%
Class EC:           100.00000000000000%
   
Class B:               38.09481002037640%
 
   
Class C:               23.80988053857530%
 
 
Exchangeable Certificates”: The Class A-S, Class B and Class C Certificates.
 
Extended Cure Period”: As defined in Section 2.03(b).
 
Fannie Mae”: Federal National Mortgage Association or any successor thereto.
 
FDIC”: Federal Deposit Insurance Corporation or any successor thereto.
 
Final Asset Status Report”: With respect to any Specially Serviced Mortgage Loan, each related Asset Status Report, together with such other data or supporting information provided by the Special Servicer to the Directing Certificateholder, the ESK Directing Certificateholder (prior to an ESK Control Appraisal Period) or holder of an AB Subordinate Companion Loan, as applicable, in each case, which does not include any communication (other than the related Asset Status Report) between the Special Servicer and Directing Certificateholder, the ESK Directing Certificateholder (prior to an ESK Control Appraisal Period) or holder of an AB Subordinate Companion Loan with respect to such Specially Serviced Mortgage Loan; provided that, prior to a Control Event or an AB Control Appraisal Period, as applicable, no Asset Status Report shall be considered to be a Final Asset Status Report unless the Directing Certificateholder, the ESK Directing Certificateholder or holder of an AB Subordinate Companion Loan, as applicable, 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 Section 3.21 in respect of such workout or liquidation, or has been deemed to have approved or consented to such action or the Asset Status Report is otherwise implemented by the Special Servicer in accordance with this Agreement.
 
 
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Final Recovery Determination”: A reasonable determination by the Special Servicer, in consultation with the Directing Certificateholder if made prior to the occurrence of a Consultation Termination Event, with respect to any Defaulted Mortgage Loan (and, if applicable, any defaulted Companion Loan or defaulted ESK Companion Loan) or Corrected Mortgage Loan or REO Property (other than a Mortgage Loan, REO Property or ESK Companion Loan, as the case may be, that was purchased by (i) any of the Mortgage Loan Sellers pursuant to Section 6 of the applicable Mortgage Loan Purchase Agreement, (ii) the Special Servicer or other person pursuant to Section 3.18(b), any Companion Holder, the Class ESK Directing Certificateholder or any mezzanine lender pursuant to Section 3.18 or (iii) the Master Servicer, Special Servicer, the Holders of the Controlling Class, or the Holders of the Class R Certificates pursuant to Section 9.01) that there has been a recovery of all Insurance and Condemnation Proceeds, Liquidation Proceeds, REO Revenue and other payments or recoveries that, in the Special Servicer’s judgment, which judgment was exercised without regard to any obligation of the Special Servicer to make payments from its own funds pursuant to Section 3.07(b), will ultimately be recoverable. Prior to the occurrence and continuance of any Control Event, the Directing Certificateholder shall have ten (10) Business Days to review and approve each such recovery determination by the Special Servicer; provided, however, that if the Directing Certificateholder fails to approve or disapprove any recovery determination within ten (10) Business Days of receipt of the initial recovery determination, such consent shall be deemed given.
 
Fitch”: Fitch Ratings, Inc., and its successors in interest. If neither Fitch nor any successor remains in existence, “Fitch” shall be deemed to refer to such other nationally recognized statistical rating agency or other comparable Person reasonably designated by the Depositor, notice of which designation shall be given to the Trustee, the Certificate Administrator, the Master Servicer, the Directing Certificateholder and the Special Servicer, and specific ratings of Fitch herein referenced shall be deemed to refer to the equivalent ratings of the party so designated.
 
Form 8-K Disclosure Information”: As defined in Section 11.07.
 
Freddie Mac”: Federal Home Loan Mortgage Corporation or any successor thereto.
 
Gain-on-Sale Proceeds”: With respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) and, in the case of the ESK Whole Loan, the ESK Companion Loan, the excess of (i) Liquidation Proceeds net of any related Liquidation Expenses (or the portion of such net Liquidation Proceeds payable to the related Mortgage Loan (and, in the case of the ESK Whole Loan, the ESK Companion Loan) pursuant to the related Intercreditor Agreement) over (ii) the Purchase Price for such Mortgage Loan (and, in the case of the ESK Whole Loan, the ESK Companion Loan) on the date on which such Liquidation Proceeds were received.
 
Gain-on-Sale Reserve Account”: A custodial account or accounts (or subaccount of the Distribution Account) created and maintained by the Certificate Administrator, pursuant to Section 3.04(e) on behalf of the Trustee for the benefit of the Certificateholders, which shall initially be entitled “Wells Fargo Bank, National Association, as Certificate
 
 
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Administrator, for the benefit of Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders of JPMBB Commercial Mortgage Securities Trust 2014-C24, Commercial Mortgage Pass-Through Certificates, Series 2014-C24, Gain-on-Sale Reserve Account.” Any such account shall be an Eligible Account or a subaccount of an Eligible Account.
 
Grantor Trust”: A segregated asset pool within the Trust Fund treated as a “grantor trust” under subpart E, part I of subchapter J of the Code, consisting of (i) the uncertificated regular interests in the Upper-Tier REMIC represented by any Exchangeable Certificates that have been exchanged and converted to the Class EC Certificates and the Class EC Distribution Account, beneficial ownership of which is represented by the Class EC Certificates as further described in Section 5.09 and (ii) the Excess Interest and amounts held from time to time in the Excess Interest Distribution Account, beneficial ownership of which is represented by the Class NR Certificates, as further described in Section 4.07.
 
Grapevine Mills Intercreditor Agreement”: That certain Co-Lender Agreement, dated as of September 1, 2014, by and between the holders of the Grapevine Mills Pari Passu Companion Loans and the holder of the Grapevine Mills Mortgage Loan, relating to the relative rights of such holders of the Grapevine Mills Whole Loan, as the same may be further amended in accordance with the terms thereof.
 
Grapevine Mills Mortgage Loan”: With respect to the Grapevine Mills Whole Loan, the Mortgage Loan that is included in the Trust (identified as Mortgage Loan No. 1 on the Mortgage Loan Schedule), which are designated as promissory notes A-3 and A-4, and is pari passu in right of payment with the Grapevine Mills Pari Passu Companion Loans to the extent set forth in the Grapevine Mills Intercreditor Agreement.
 
Grapevine Mills Mortgaged Property”: The Mortgaged Property which secures the Grapevine Mills Whole Loan.
 
Grapevine Mills Pari Passu Companion Loans”: With respect to the Grapevine Mills Whole Loan, the Companion Loans evidenced by the related promissory notes made by the related Mortgagors and secured by the Mortgage on the Grapevine Mills Mortgaged Property, which is not included in the Trust and which is pari passu in right of payment to the Grapevine Mills Mortgage Loan to the extent set forth in the related Mortgage Loan documents and as provided in the Grapevine Mills Intercreditor Agreement.
 
Grapevine Mills Whole Loan”: The Grapevine Mills Mortgage Loan, together with the Grapevine Mills Pari Passu Companion Loans, each of which is secured by the same Mortgage on the Grapevine Mills Mortgaged Property. References herein to the Grapevine Mills Whole Loan shall be construed to refer to the aggregate indebtedness under the Grapevine Mills Mortgage Loan and the Grapevine Mills Pari Passu Companion Loans.
 
Ground Lease”: The ground lease pursuant to which any Mortgagor holds a leasehold interest in the related Mortgaged Property and any estoppels or other agreements executed and delivered by the ground lessor in favor of the lender under the Mortgage Loan.
 
 
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Hazardous Materials”: Any dangerous, toxic or hazardous pollutants, chemicals, wastes or substances, including, without limitation, those so identified pursuant to CERCLA or any other federal, state or local environmental related laws and regulations, 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 Houston Post Oak Companion Loan Securitization Date”: The date on which the Hilton Houston Post Oak Pari Passu Companion Loan is included in a securitization trust.
 
Hilton Houston Post Oak Directing Holder”: Initially, the Directing Certificateholder and, after the Hilton Houston Post Oak Companion Loan Securitization Date, the “controlling class representative” or such other party specified in the related Non-Serviced Pooling Agreement.
 
Hilton Houston Post Oak Intercreditor Agreement”: That certain Co-Lender Agreement, dated as of October 1, 2014, by and between the holder of the Hilton Houston Post Oak Pari Passu Companion Loan and the holder of the Hilton Houston Post Oak Mortgage Loan, relating to the relative rights of such holders of the Hilton Houston Post Oak Whole Loan, as the same may be further amended in accordance with the terms thereof.
 
Hilton Houston Post Oak Mortgage Loan”: With respect to the Hilton Houston Post Oak Whole Loan, the Mortgage Loan that is included in the Trust (identified as Mortgage Loan No. 10 on the Mortgage Loan Schedule), which is designated as promissory note A-2, and is pari passu in right of payment with the Hilton Houston Post Oak Pari Passu Companion Loan to the extent set forth in the Hilton Houston Post Oak Intercreditor Agreement.
 
Hilton Houston Post Oak Mortgaged Property”: The Mortgaged Property which secures the Hilton Houston Post Oak Whole Loan.
 
Hilton Houston Post Oak Pari Passu Companion Loan”: With respect to the Hilton Houston Post Oak Whole Loan, the Companion Loan evidenced by the related promissory note made by the related Mortgagor and secured by the Mortgage on the Hilton Houston Post Oak Mortgaged Property, which is not included in the Trust and which is pari passu in right of payment to the Hilton Houston Post Oak Mortgage Loan to the extent set forth in the related Mortgage Loan documents and as provided in the Hilton Houston Post Oak Intercreditor Agreement.
 
Hilton Houston Post Oak Whole Loan”: The Hilton Houston Post Oak Mortgage Loan, together with the Hilton Houston Post Oak Pari Passu Companion Loan, each of which is secured by the same Mortgage on the Hilton Houston Post Oak Mortgaged Property. References herein to the Hilton Houston Post Oak Whole Loan shall be construed to refer to the aggregate indebtedness under the Hilton Houston Post Oak Mortgage Loan and the Hilton Houston Post Oak Pari Passu Companion Loan.
 
 
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Independent”: When used with respect to any accountants, a Person who is “independent” within the meaning of Rule 2-01(b) of the Commission’s Regulation S-X. When used with respect to any specified Person, any such Person who (i) is in fact independent of the Trustee, the Certificate Administrator, the Depositor, the Master Servicer, the Special Servicer, the Directing Certificateholder, the Companion Holders (insofar as the relevant matter involves a Whole Loan (whether alone or together with one or more other Mortgage Loans)), the Class ESK Directing Certificateholder (insofar as the relevant matter involves the ESK Whole Loan (whether alone or together with one or more other Mortgage Loans)), the Senior Trust Advisor and all Affiliates thereof, (ii) does not have any material direct financial interest in or any material indirect financial interest in any of the Trustee, the Certificate Administrator, the Depositor, the Master Servicer, the Special Servicer, the Directing Certificateholder, the Companion Holders (insofar as the relevant matter involves a Whole Loan (whether alone or together with one or more other Mortgage Loans)), the Class ESK Directing Certificateholder (insofar as the relevant matter involves the ESK Whole Loan (whether alone or together with one or more other Mortgage Loans)), the Senior Trust Advisor or any Affiliate thereof and (iii) is not connected with the Trustee, the Certificate Administrator, the Depositor, the Master Servicer, the Special Servicer, the Directing Certificateholder, the Companion Holders (insofar as the relevant matter involves a Whole Loan (whether alone or together with one or more other Mortgage Loans)), the Class ESK Directing Certificateholder (insofar as the relevant matter involves the ESK Whole Loan (whether alone or together with one or more other Mortgage Loans)), the Senior Trust Advisor or any Affiliate thereof as an officer, employee, promoter, underwriter, trustee, partner, director or Person performing similar functions; provided, however, that a Person shall not fail to be Independent of the Trustee, the Certificate Administrator, the Depositor, the Master Servicer, the Special Servicer, the Directing Certificateholder, the Companion Holders, the Class ESK Directing Certificateholder, the Senior Trust Advisor or any Affiliate thereof merely because such Person is the beneficial owner of 1% or less of any Class of securities issued by the Trustee, the Certificate Administrator, the Depositor, the Master Servicer, the Special Servicer, the Senior Trust Advisor, the Directing Certificateholder, the Companion Holders, the Class ESK Directing Certificateholder or any Affiliate thereof, as the case may be, provided such ownership constitutes less than 1% of the total assets of such Person.
 
Independent Contractor”: Either (i) any Person that would be an “independent contractor” with respect to the Trust within the meaning of Section 856(d)(3) of the Code if the Trust were a real estate investment trust (except that the ownership test set forth in that Section shall be considered to be met by any Person that owns, directly or indirectly, 35% or more of any Class of Certificates, or such other interest in any Class of Certificates as is set forth in an Opinion of Counsel, which shall be at no expense to the Trustee, the Certificate Administrator, the Master Servicer, any Companion Holder, the Class ESK Directing Certificateholder or the Trust, delivered to the Trustee, any Companion Holder, the Class ESK Directing Certificateholder, the Certificate Administrator and the Master Servicer), so long as the Trust does not receive or derive any income from such Person and provided that the relationship between such Person and the Trust is at arm’s length, all within the meaning of Treasury Regulations Section 1.856-4(b)(5) (except that the Master Servicer or the Special Servicer shall not be considered to be an Independent Contractor under the definition in this clause (i) unless an Opinion of Counsel has been delivered to the Trustee and the Certificate Administrator to that effect) or (ii) any other Person (including the Master Servicer and the Special Servicer) upon receipt by the Trustee, the Certificate Administrator, the Senior Trust Advisor and the Master
 
 
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Servicer of an Opinion of Counsel, which shall be at no expense to the Trustee, the Certificate Administrator, the Master Servicer, the Senior Trust Advisor or the Trust Fund, 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 or cause any income realized in respect of such REO Property to fail to qualify as Rents from Real Property.
 
Initial Cure Period”: As defined in Section 2.03(b).
 
Initial Purchasers”: J.P. Morgan Securities LLC, Barclays Capital Inc., Credit Suisse Securities (USA) LLC and KeyBanc Capital Markets Inc.
 
Initial Sub-Servicer”: With respect to each Mortgage Loan that is subject to a Sub-Servicing Agreement with the Master Servicer as of the Closing Date, the Sub-Servicer under any such Sub-Servicing Agreement. As of the Closing Date, each entity listed on Exhibit FF is an Initial Sub-Servicer.
 
Initial Sub-Servicing Agreement”: Any Sub-Servicing Agreement in effect as of the Closing Date.
 
Inquiry” and “Inquiries”: As each is defined in Section 4.08(a).
 
Institutional Accredited Investor”: An institutional investor which is an “accredited investor” within the meaning of paragraphs (1), (2), (3) or (7) of Rule 501(a) of Regulation D under the Act or any entity in which all of the equity owners come within such paragraphs.
 
Insurance and Condemnation Proceeds”: All proceeds paid under any Insurance Policy or in connection with the full or partial condemnation of a Mortgaged Property, in either case, to the extent such proceeds are not applied to the restoration of the related Mortgaged Property or released to the Mortgagor or any tenants or ground lessors, in either case, in accordance with the Servicing Standard (and (i) in the case of any Mortgage Loan with a related Companion Loan, to the extent any portion of such proceeds are received by the Master Servicer or Certificate Administrator in connection with such Mortgage Loan, pursuant to the allocations set forth in the related Intercreditor Agreement and (ii) in the case of the ESK Whole Loan, to the extent any portion of such proceeds are received by the Master Servicer or Certificate Administrator in connection with the ESK Whole Loan and are allocable to the ESK Mortgage Loan and ESK Companion Loan, as applicable, pursuant to the Intercreditor Agreement) and the REMIC Provisions.
 
Insurance Policy”: With respect to any Mortgage Loan or ESK Companion Loan, any hazard insurance policy, flood insurance policy, title policy or other insurance policy that is maintained from time to time in respect of such Mortgage Loan, ESK Companion Loan or the related Mortgaged Property.
 
Intercreditor Agreement”: Each of the Grapevine Mills Intercreditor Agreement, the Columbus Square Intercreditor Agreement, the 17 State Street Intercreditor Agreement, the
 
 
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Hilton Houston Post Oak Intercreditor Agreement, the Canyon Ranch Portfolio Intercreditor Agreement, the ESK Intercreditor Agreement and any AB Intercreditor Agreement and any intercreditor agreement entered into in connection with the issuance to the direct or indirect equity holders in the Mortgagor of any existing mezzanine indebtedness or any future mezzanine indebtedness permitted under the related Mortgage Loan documents.
 
Interest Accrual Period”: With respect to any Class of Regular Certificates, the Class ESK Certificates or the Uncertificated Lower-Tier Interests and any Distribution Date, the period beginning on the first day of the calendar month preceding the calendar month in which the related Distribution Date occurs and ending on the last day of the calendar month preceding the calendar month in which such Distribution Date occurs, and (other than with respect to the Class ESK Certificates) calculated assuming that each month has thirty (30) days and each year has three hundred-sixty (360) days. Interest on the Class ESK Certificates shall be calculated on the basis of the actual number of days in a month, assuming that each year has three hundred-sixty (360) days.
 
Interest Distribution Amount”: With respect to any Class of Regular Certificates for any Distribution Date, an amount equal to the sum of (a) the Distributable Certificate Interest and the Class Unpaid Interest Shortfall with respect to such Class of Certificates for such Distribution Date, and (b) any Accrued Interest From Recoveries allocated to such Class of Certificates to the extent not previously paid for all prior Distribution Dates. With respect to each Class of Exchangeable Certificates and the Class EC Certificates, for purposes of determining allocations and distributions under Section 4.01(a) of this Agreement as between the Exchangeable Certificates and the Class EC Certificates, all Interest Distribution Amounts of each Class of Exchangeable Certificates for any Distribution Date shall be determined without regard to any exchange and conversion of such Exchangeable Certificates for Class EC Certificates; provided, however, that all Interest Distribution Amounts that would otherwise be allocable to Exchangeable Certificates that have been exchanged and converted to Class EC Certificates shall be deemed allocable to and shall be distributable to such Class EC Certificates, without duplication.
 
Interest Reserve Account”: The trust account or subaccount of the Distribution Account created and maintained by the Certificate Administrator pursuant to Section 3.04(b) initially in the name of “Wells Fargo Bank, National Association, as Certificate Administrator, for the benefit of Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders of JPMBB Commercial Mortgage Securities Trust 2014-C24, Commercial Mortgage Pass-Through Certificates, Series 2014-C24, Interest Reserve Account”, into which the amounts set forth in Section 3.25 shall be deposited directly and which must be an Eligible Account or subaccount of an Eligible Account.
 
Interest Reserve Loan”: Each Actual/360 Mortgage Loan (other than the ESK Companion Loan).
 
Interested Person”: As of the date of any determination, the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Senior Trust Advisor, any Independent Contractor engaged by the Special Servicer, each Companion Holder (but only with respect to the related Serviced Whole Loan), a Holder of the Class ESK
 
 
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Certificates (but only with respect to the ESK Whole Loan), a holder of a related mezzanine loan (but only with respect to the Mortgage Loan), any Mortgagor under the related Mortgage Loan documents or ESK Companion Loan documents, any related property manager or any known Affiliate of any such Person.
 
Investment Account”: As defined in Section 3.06(a).
 
Investment Representation Letter”: As defined in Section 5.03(e), a form of which is attached hereto as Exhibit C.
 
Investor-Based Exemption”: Any of PTCE 84-14 (for transactions by independent “qualified professional asset managers”), PTCE 91-38 (for transactions by bank collective investment funds), PTCE 90-1 (for transactions by insurance company pooled separate accounts), PTCE 95-60 (for transactions by insurance company general accounts) or PTCE 96-23 (for transactions effected by “in-house asset managers”) or a similar exemption under Similar Law.
 
Investor Certification”: A certificate, substantially in the form included hereto as Exhibit P-1, representing (i) that such Person executing the certificate is a Certificateholder, the Directing Certificateholder (to the extent such Person is not a Certificateholder), a beneficial owner of a Certificate, a prospective purchaser of a Certificate or a Companion Holder (or any investment advisor or manager of the foregoing), (ii) that such Person is not a Mortgagor, a manager of a Mortgaged Property, an Affiliate of any of the foregoing or an agent, principal, partner, member, joint venturer, limited partner, employee, representative, director, trustee, advisor of or investor in or of any of the foregoing or a mezzanine lender who has commenced foreclosure proceedings, (iii) that such Person has received a copy of the final Prospectus Supplement and Prospectus and (iv) such Person agrees to keep any Privileged Information confidential and will not violate any securities laws.
 
Investor Q&A Forum”: As defined in Section 4.08(a).
 
Investor Registry”: As defined in Section 4.08(b).
 
JPMBB Commercial Mortgage Securities Trust 2014-C23 Pooling and Servicing Agreement”: The pooling and servicing agreement, dated as of September 1, 2014, among the Depositor, as depositor, Wells Fargo Bank, National Association, as master servicer, CWCapital Asset Management LLC, as special servicer, Wells Fargo Bank, National Association, as certificate administrator, Wilmington Trust, National Association, as trustee, and Pentalpha Surveillance LLC, as senior trust advisor, as from time to time amended, supplemented or modified relating to the issuance of the JPMBB Commercial Mortgage Securities Trust 2014-C23, Commercial Mortgage Pass-Through Certificates, Series 2014-C23.
 
KBRA”: Kroll Bond Rating Agency Inc., and its successors in interest. If neither KBRA nor any successor remains in existence, “KBRA” shall be deemed to refer to such other nationally recognized statistical rating agency or other comparable Person reasonably designated by the Depositor, notice of which designation shall be given to the Trustee, the Certificate Administrator, the Master Servicer, the Directing Certificateholder and the Special
 
 
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Servicer and specific ratings of KBRA herein referenced shall be deemed to refer to the equivalent ratings of the party so designated.
 
Late Collections”: With respect to any Mortgage Loan, Whole Loan, ESK Whole Loan, Companion Loan or ESK Companion Loan, all amounts received thereon prior to the related Determination Date, whether as payments, Insurance and Condemnation Proceeds, Liquidation Proceeds or otherwise, which represent late payments or collections of principal or interest due in respect of such Mortgage Loan, Whole Loan, ESK Whole Loan, Companion Loan or ESK Companion Loan, as applicable (without regard to any acceleration of amounts due thereunder by reason of default), on a Due Date prior to the immediately preceding Determination Date and not previously recovered. With respect to any REO Loan, all amounts received in connection with the related REO Property prior to the related Determination Date, whether as Insurance and Condemnation Proceeds, Liquidation Proceeds, REO Revenues or otherwise, which represent late collections of principal or interest due or deemed due in respect of such REO Loan or the predecessor Mortgage Loan, Whole Loan, ESK Whole Loan, Companion Loan or ESK Companion Loan, as applicable (without regard to any acceleration of amounts due under the predecessor Mortgage Loan, Whole Loan, ESK Whole Loan, Companion Loan or ESK Companion Loan, as applicable, by reason of default), on a Due Date prior to the immediately preceding Determination Date and not previously recovered. The term “Late Collections” shall specifically exclude Penalty Charges. With respect to any Whole Loan, as used in this Agreement, Late Collections shall refer to such portion of Late Collections to the extent allocable to the related Mortgage Loan or related Companion Loan, as applicable, pursuant to the terms of the related Intercreditor Agreement. With respect to the ESK Whole Loan, as used in this Agreement, Late Collections shall refer to such portion of Late Collections to the extent allocable to the ESK Mortgage Loan or ESK Companion Loan, as applicable, pursuant to the terms of the related Intercreditor Agreement.
 
Liquidation Event”: With respect to any Mortgage Loan or ESK Companion Loan or with respect to any REO Property (and the related REO Loan), any of the following events: (i) such Mortgage Loan or ESK Companion Loan is paid in full; (ii) a Final Recovery Determination is made with respect to such Mortgage Loan or ESK Companion Loan; (iii) such Mortgage Loan or ESK Companion Loan is repurchased by the applicable Mortgage Loan Seller pursuant to Section 6 of the related Mortgage Loan Purchase Agreement; (iv) such Mortgage Loan or ESK Companion Loan is purchased by the Special Servicer, or by any Companion Holder, the Class ESK Directing Certificateholder or any mezzanine lender (as applicable) pursuant to Section 3.18 (and the related Intercreditor Agreement, as applicable); (v) such Mortgage Loan or ESK Companion Loan is purchased by the Special Servicer, the Master Servicer, the Holders of the majority of the Controlling Class or the Holders of the Class R Certificates pursuant to Section 9.01 or acquired by the Sole Certificateholder in exchange for its Certificates pursuant to Section 9.01; or (vi) such Mortgage Loan or ESK Companion Loan is sold by the Special Servicer pursuant to the terms of this Agreement.
 
Liquidation Expenses”: All customary, reasonable and necessary “out of pocket” costs and expenses incurred by the Special Servicer in connection with a liquidation of any Specially Serviced Mortgage Loan or REO Property (except with respect to a Non-Serviced Mortgaged Property) pursuant to Section 3.18 (including, without limitation, legal fees and
 
 
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expenses, committee or referee fees and, if applicable, brokerage commissions and conveyance taxes).
 
Liquidation Fee”: A fee payable to the Special Servicer with respect to each Specially Serviced Mortgage Loan or REO Property (except with respect to a Non-Serviced Mortgaged Property) as to which the Special Servicer receives (i) a full, partial or discounted payoff with respect thereto from the related Mortgagor or (ii) any Liquidation Proceeds or Insurance and Condemnation Proceeds with respect to the related Mortgage Loan (including the related Companion Loan or ESK Companion Loan, if applicable), or REO Property (in any case, other than amounts for which a Workout Fee has been paid, or will be payable), equal to the product of the Liquidation Fee Rate and the proceeds of such full, partial or discounted payoff or other partial payment or the Liquidation Proceeds or Insurance and Condemnation Proceeds (net of the related costs and expenses associated with the related liquidation) related to such liquidated Specially Serviced Mortgage Loan or REO Property, as the case may be; provided, however, that no Liquidation Fee shall be payable with respect to (a) the purchase of any Specially Serviced Mortgage Loan by the Special Servicer or any Affiliate thereof (except if such Affiliate purchaser is the Directing Certificateholder or any Affiliate thereof; provided, however, that prior to a Control Event, if the Directing Certificateholder or an Affiliate thereof, purchases any Specially Serviced Mortgage Loan within ninety (90) days after the Special Servicer delivers to the Directing Certificateholder for its approval the initial Asset Status Report with respect to such Specially Serviced Mortgage Loan, the Special Servicer will not be entitled to a Liquidation Fee in connection with such purchase by the Directing Certificateholder or its Affiliates), (b) any event described in clause (iv) of the definition of “Liquidation Proceeds” (or any substitution in lieu of a repurchase) so long as such repurchase or substitution occurs prior to the termination of the Extended Cure Period, (c) any event described in clause (v) and clause (vi) of the definition of “Liquidation Proceeds”, as long as, with respect to a purchase pursuant to clause (vi) of the definition of “Liquidation Proceeds”, a purchase occurs within ninety (90) days of such holder’s purchase option first becoming exercisable pursuant to the related Intercreditor Agreement, (d) with respect to a Serviced Companion Loan, (x) a repurchase of such Serviced Companion Loan by the applicable Mortgage Loan Seller for a breach of a representation or warranty or for a defective or deficient mortgage loan documentation under an Other Pooling and Servicing Agreement within the time period (or extension thereof) provided for such repurchase of such repurchase occurs prior to the termination of the extended resolution period provided therein or (y) a purchase of such Serviced Companion Loan by any applicable party to the Other Pooling and Servicing Agreement pursuant to a clean-up call or similar liquidation of the Other Securitization; or (e) if a Mortgage Loan (or ESK Companion Loan, if applicable) or Serviced Whole Loan becomes a Specially Serviced Mortgage Loan solely because of a Servicing Transfer Event described in clause (i) or (ii) of the definition of “Servicing Transfer Event”, Liquidation Proceeds are received within ninety (90) days following the related Maturity Date as a result of such Mortgage Loan (or ESK Companion Loan, if applicable) or Serviced Whole Loan being refinanced or otherwise repaid in full (but, in the event that a Liquidation Fee is not payable due to the application of any of clauses (a) through (e) above, the Special Servicer may still collect and retain a Liquidation Fee and similar fees from the related Mortgagor to the extent provided for in, or not prohibited by, the related loan documents); provided that the Liquidation Fee with respect to any Specially Serviced Mortgage Loan will be reduced by the amount of any Excess Modification Fees paid by or on behalf of the related Mortgagor with respect to the related Mortgage Loan and any related Companion Loan or ESK Companion Loan, as
 
 
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applicable, or REO Property and received by the Special Servicer as compensation within the prior twelve (12) months, but only to the extent those fees have not previously been deducted from a Workout Fee or Liquidation Fee; provided, however, that no Liquidation Fee will be less than $25,000.
 
Liquidation Fee Rate”: A rate equal to 1.00% with respect to any Specially Serviced Mortgage Loan (and each related Serviced Companion Loan or ESK Companion Loan) and REO Property.
 
Liquidation Proceeds”: Cash amounts received by or paid to the Master Servicer or the Special Servicer in connection with: (i) the liquidation (including a payment in full) of a Mortgaged Property or other collateral constituting security for a Defaulted Mortgage Loan or defaulted Companion Loan or defaulted ESK Companion Loan, if applicable, through a trustee’s sale, foreclosure sale, REO Disposition or otherwise, exclusive of any portion thereof required to be released to the related Mortgagor in accordance with applicable law and the terms and conditions of the related Mortgage Note and Mortgage; (ii) the realization upon any deficiency judgment obtained against a Mortgagor; (iii) any sale of (A) a Specially Serviced Mortgage Loan pursuant to Section 3.18(a) or (B) any REO Property pursuant to Section 3.18(b); (iv) the repurchase of a Mortgage Loan or ESK Companion Loan by the applicable Mortgage Loan Seller pursuant to Section 6 of the related Mortgage Loan Purchase Agreement; (v) the purchase of a Mortgage Loan or REO Property by the Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates pursuant to Section 9.01; or (vi) the purchase of a Mortgage Loan or an REO Property by (a) the applicable AB Subordinate Companion Holder or the Class ESK Directing Certificateholder or (b) the related mezzanine lender pursuant to Section 3.18 and the related Intercreditor Agreement. With respect to any Whole Loan, as used in this Agreement, Liquidation Proceeds shall refer to such portion of Liquidation Proceeds to the extent allocable to the related Mortgage Loan or related Companion Loan, as applicable, pursuant to the terms of the related Intercreditor Agreement. With respect to the ESK Whole Loan, as used in this Agreement, Liquidation Proceeds shall be allocated between the ESK Mortgage Loan and the ESK Companion Loan pursuant to the terms of the ESK Intercreditor Agreement.
 
Lower-Tier Distribution Amount”: As defined in Section 4.01(c).
 
Lower-Tier Principal Amount”: With respect to any Class of Uncertificated Lower-Tier Interests, (i) on or prior to the first Distribution Date, an amount equal to the Original Lower-Tier Principal Amount of such Class as specified in the Preliminary Statement hereto, and (ii) as of any date of determination after the first Distribution Date, an amount equal to the Certificate Balance of the Class of Related Certificates on the Distribution Date immediately prior to such date of determination (determined as adjusted pursuant to Section 1.02(iii)), and as set forth in Section 4.01(c)).
 
Lower-Tier REMIC”: One of two separate REMICs comprising a portion of the Trust Fund, the assets of which consist of the Mortgage Loans (exclusive of Excess Interest) and the ESK Companion Loan and the proceeds thereof, any REO Property with respect thereto (or an allocable portion thereof, in the case of any Serviced Mortgage Loan), or the Trust Fund’s beneficial interest in the REO Property with respect to a Non-Serviced Whole Loan, such
 
 
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amounts as shall from time to time be held in the Certificate Account (other than with respect to any Companion Loan or ESK Companion Loan), the related portion of the REO Account, if any, the Interest Reserve Account, the Gain-on-Sale Reserve Account, the Lower-Tier REMIC Distribution Account, the Class ESK Distribution Account, and all other properties included in the Trust Fund that are not in the Upper-Tier REMIC or the Grantor Trust.
 
Lower-Tier REMIC Distribution Account”: The segregated account, accounts or sub-accounts created and maintained by the Certificate Administrator (on behalf of the Trustee) pursuant to Section 3.04(b) in trust for the Certificateholders, which shall initially be entitled “Wells Fargo Bank, National Association, as Certificate Administrator, for the benefit of Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders of JPMBB Commercial Mortgage Securities Trust 2014-C24, Commercial Mortgage Pass-Through Certificates, Series 2014-C24, Lower-Tier REMIC Distribution Account”. Any such account, accounts or sub-accounts shall be an Eligible Account.
 
LTV Ratio”: With respect to any Mortgage Loan, as of any date of determination, a fraction, expressed as a percentage, the numerator of which is the scheduled principal balance of such Mortgage Loan, as of such date (assuming no defaults or prepayments on such Mortgage Loan prior to that date), and the denominator of which is the Appraised Value of the related Mortgaged Property.
 
MAI”: Member of the Appraisal Institute.
 
Major Decision”: As defined in Section 6.07(a).
 
Master Servicer”: With respect to each of the Mortgage Loans, Wells Fargo Bank, National Association, and its successors in interest and assigns, or any successor appointed as allowed herein.
 
Master Servicer Remittance Date”: The Business Day immediately preceding each Distribution Date.
 
Maturity Date”: With respect to any Mortgage Loan, Whole Loan, ESK Whole Loan, Companion Loan or ESK Companion Loan, as of any date of determination, the date on which the last payment of principal is due and payable under the related Mortgage Note, after taking into account all Principal Prepayments received prior to such date of determination, but without giving effect to (i) any acceleration of the principal of such Mortgage Loan, Whole Loan, ESK Whole Loan, Companion Loan or ESK Companion Loan by reason of default thereunder or (ii) any grace period permitted by the related Mortgage Note.
 
Merger Notice”: As defined in Section 6.02(b).
 
Modification Fees”: With respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan), Serviced Whole Loan or ESK Companion Loan, any and all fees with respect to a modification, extension, waiver or amendment that modifies, extends, amends or waives any term of the Mortgage Loan documents and/or related Companion Loan documents or ESK Companion Loan documents (as evidenced by a signed writing) agreed to by the Master Servicer or the Special Servicer, as applicable (other than all assumption fees, assumption
 
 
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 application fees, consent fees, defeasance fees, Special Servicing Fees, Liquidation Fees or Workout Fees).
 
Monthly Payment”: With respect to any Mortgage Loan, the related Companion Loan or ESK Companion Loan, the scheduled monthly payment of principal and/or interest (other than Excess Interest) on such Mortgage Loan, Companion Loan or ESK Companion Loan, including any Balloon Payment, which is payable (as the terms of the applicable Mortgage Loan, Companion Loan or ESK Companion Loan may be changed or modified in connection with a bankruptcy or similar proceedings involving the related Mortgagor or by reason of a modification, extension, waiver or amendment granted or agreed to pursuant to the terms hereof) by a Mortgagor from time to time under the related Mortgage Note and applicable law, without regard to any acceleration of principal of such Mortgage Loan, Companion Loan or ESK Companion Loan by reason of default thereunder and without regard to any Excess Interest.
 
Moody’s”: Moody’s Investors Service, Inc., and its successors in interest. If neither Moody’s nor any successor remains in existence, “Moody’s” shall be deemed to refer to such other nationally recognized statistical rating agency or other comparable Person reasonably designated by the Depositor, notice of which designation shall be given to the Trustee, the Certificate Administrator, the Master Servicer, the Directing Certificateholder and the Special Servicer, and specific ratings of Moody’s herein referenced shall be deemed to refer to the equivalent ratings of the party so designated.
 
Mortgage”: With respect to any Mortgage Loan, Companion Loan or ESK Companion Loan, the mortgage(s), deed(s) of trust or other instrument(s) securing the related Mortgage Note and creating a first mortgage lien on the fee and/or leasehold interest in the related Mortgaged Property.
 
Mortgage Deferred Interest”: With respect to any Mortgage Loan or ESK Companion Loan as of any Due Date that has been modified (or with respect to the ESK Companion Loan that has been effectively modified through the application of the provisions of the ESK Intercreditor Agreement (including, without limitation, provisions requiring the ESK Companion Loan to bear the economic effects of any modification of the related Mortgage Note)) to (i) reduce the rate at which interest is paid currently below the Mortgage Rate and (ii) capitalize the amount of such interest reduction, the excess, if any, of (a) interest accrued on the Stated Principal Balance of the related Mortgage Loan or ESK Companion Loan during the one-month interest accrual period set forth in the related Mortgage Note at the related Mortgage Rate over (b) the interest portion of the related Monthly Payment, as so modified or reduced, or, if applicable, the interest portion of the Assumed Scheduled Payment due on such Due Date. For the avoidance of doubt, with respect to any Whole Loan or ESK Whole Loan, any Mortgage Deferred Interest will be determined after giving effect to the application of the terms of the related Intercreditor Agreement and any applicable waterfall provisions allocating distributions between the Mortgage Loan and the related Companion Loan or ESK Companion Loan, as applicable. Any amounts of Mortgage Deferred Interest accrued in respect of the ESK Companion Loan shall be allocated to the ESK Certificates.
 
 
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Mortgage File”: With respect to each Mortgage Loan, Companion Loan or ESK Companion Loan, if applicable, but subject to Section 2.01, collectively the following documents:
 
(i)              the original executed Mortgage Note bearing, or accompanied by, all prior and intervening endorsements, assignments or allonges showing a complete chain of endorsement or assignment from the originator of the related Mortgage Loan or ESK Companion Loan to the most recent endorsee, and further endorsed (at the direction of the Depositor given pursuant to the applicable Mortgage Loan Purchase Agreement), on its face or by allonge attached thereto, without recourse, representation or warranty, express or implied to the order of the Trustee in the following form: “Pay to the order of Wilmington Trust, National Association, as trustee for the benefit of the registered holders of JPMBB Commercial Mortgage Securities Trust 2014-C24, Commercial Mortgage Pass-Through Certificates, Series 2014-C24” or in blank; provided that the requirements of this clause (i) will be satisfied by delivery of a signed lost note affidavit and indemnity properly assigned or endorsed to the Trustee as described above, with a copy of the Mortgage Note attached to it;
 
(ii)             the original Mortgage (or a copy thereof certified from the applicable recording office) and originals (or copies thereof certified from the applicable recording office) of any intervening assignments thereof showing a complete chain of assignment from the originator of the related Mortgage Loan or ESK Companion Loan to the most recent mortgagee of record, in each case with evidence of recording indicated thereon (except for recording information not yet available if the Mortgage or an assignment thereof has not been returned from the applicable recording office);
 
(iii)            an original Assignment of Mortgage, in complete and recordable form (except for the name of the assignee, if delivered in blank, and except for recording information not yet available, if the Mortgage or an assignment thereof has not been returned from the applicable recording office), executed by the most recent assignee of record thereof prior to the Trustee, or if none, by the originator to “Wilmington Trust, National Association, as trustee for the benefit of the registered holders of JPMBB Commercial Mortgage Securities Trust 2014-C24, Commercial Mortgage Pass-Through Certificates, Series 2014-C24” or in blank and, in the case of any Serviced Whole Loan, in its capacity as “Lead Securitization Note Holder” or similar capacity under the related Intercreditor Agreement on behalf of the related Serviced Companion Noteholders; provided that with respect to the Hilton Houston Post Oak Mortgage Loan, such assignment shall be executed in blank until the earlier of the Hilton Houston Post Oak Companion Loan Securitization Date and 180 days after the Closing Date;
 
(iv)            an original or copy of any related Assignment of Leases (if such item is a document separate from the Mortgage) and the originals or copies of any intervening assignments thereof showing a complete chain of assignment from the originator of the related Mortgage Loan or ESK Companion Loan to the most
 
 
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recent assignee of record, in each case with evidence of recording thereon (except for recording information not yet available, if the Assignment of Leases or an assignment thereof has not been returned from the applicable recording office);
 
(v)            an original assignment of any related Assignment of Leases (if such item is a document separate from the Mortgage and to the extent not already assigned as part of the Assignment of Mortgage referred to in clause (iii) of this definition), in recordable form (except for the name of the assignee, if delivered in blank, and except for recording information not yet available, if the instrument being assigned has not been returned from the applicable recording office), executed by the applicable assignee of record to “Wilmington Trust, National Association, as trustee for the benefit of the registered holders of JPMBB Commercial Mortgage Securities Trust 2014-C24, Commercial Mortgage Pass-Through Certificates, Series 2014-C24” or in blank and, in the case of any Serviced Whole Loan, in its capacity as “Lead Securitization Note Holder” or similar capacity under the related Intercreditor Agreement on behalf of the related Serviced Companion Noteholders; provided that with respect to the Hilton Houston Post Oak Mortgage Loan, such assignment shall be executed in blank until the earlier of the Hilton Houston Post Oak Companion Loan Securitization Date and 180 days after the Closing Date;
 
(vi)           an original or copy of any related Security Agreement (if such item is a document separate from the Mortgage) and the originals or copies of any intervening assignments thereof showing a complete chain of assignment from the originator of the related Mortgage Loan or ESK Companion Loan to the applicable Mortgage Loan Seller;
 
(vii)          an original assignment of any related Security Agreement (if such item is a document separate from the Mortgage), in complete form (except for the name of the assignee, if delivered in blank, and except for recording information not yet available if the instrument being assigned has not been returned from the applicable recording office), executed by the applicable Mortgage Loan Seller to “Wilmington Trust, National Association, as trustee for the benefit of the registered holders of JPMBB Commercial Mortgage Securities Trust 2014-C24, Commercial Mortgage Pass-Through Certificates, Series 2014-C24” or in blank and, in the case of any Serviced Whole Loan, in its capacity as “Lead Securitization Note Holder” or similar capacity under the related Intercreditor Agreement on behalf of the related Serviced Companion Noteholders; provided that with respect to the Hilton Houston Post Oak Mortgage Loan, such assignment shall be executed in blank until the earlier of the Hilton Houston Post Oak Companion Loan Securitization Date and 180 days after the Closing Date;
 
(viii)         originals or copies of all consolidation, assumption, modification, written assurance and substitution agreements, with evidence of recording thereon, where appropriate, in those instances where the terms or provisions of the Mortgage, Mortgage Note or any related security document have been
 
 
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consolidated or modified or the Mortgage Loan or ESK Companion Loan has been assumed;
 
(ix)             the original lender’s title insurance policy issued on the date of the origination of the Mortgage Loan or ESK Companion Loan or a copy thereof, together with all endorsements or riders that were issued with or subsequent to the issuance of such policy, insuring the priority of the Mortgage as a first lien on the Mortgagor’s fee or leasehold interest in the Mortgaged Property, subject to the exceptions set forth therein, or if the policy has not yet been issued, an original or copy of a “marked-up” written commitment (marked as binding and in all cases countersigned by the title insurer or its authorized agent) or the pro forma or specimen title insurance policy (accepted or approved in writing by the title insurer or its authorized agent) or an agreement to provide the same pursuant to lender’s escrow trust instructions executed by an authorized representative of the title insurance company; provided the policy is issued within eighteen (18) months from the Closing Date, in connection with the related Mortgage Loan or ESK Companion Loan;
 
(x)             the original or copy of any guaranty of the obligations of the Mortgagor under the related Mortgage Loan or ESK Companion Loan and any intervening assignments;
 
(xi)            all UCC Financing Statements, assignments and continuation statements or copies thereof, as filed or recorded, or in form that is complete and suitable for filing or recording, as appropriate, or other evidence of filing or recording sufficient to perfect (and maintain the perfection of) the security interest held by the originator of the related Mortgage Loan or ESK Companion Loan (and each assignee of record prior to the Trustee) in and to the personalty of the Mortgagor at the Mortgaged Property (in each case with evidence of filing or recording thereon, with the exception of filing or recording information not yet available because the UCC Financing Statement, assignment or continuation statement, as the case may be, has not yet been returned from the applicable filing or recording office), and to transfer such security interest to the Trustee;
 
(xii)           the original power of attorney or a copy thereof (with evidence of recording thereon) granted by the Mortgagor if the Mortgage, Mortgage Note or other document or instrument referred to above was not signed by the Mortgagor;
 
(xiii)          with respect to any Mortgage Loan or ESK Companion Loan with Additional Debt secured by a lien on the related Mortgaged Property, a co-lender agreement, a subordination agreement or other intercreditor agreement, pursuant to which such Additional Debt will be subordinated to, or pari passu with, such Mortgage Loan or ESK Companion Loan as set forth in such agreement;
 
(xiv)          any additional documents required to be added to the Mortgage File pursuant to Article II of this Agreement;
 
 
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(xv)           with respect to any Mortgage Loan or ESK Companion Loan secured by a Ground Lease, the related Ground Lease or a copy thereof and any related ground lessor estoppels;
 
(xvi)          an original of any letter of credit securing such Mortgage Loan or ESK Companion Loan and, within sixty (60) days of the Closing Date or such earlier date as required by the issuer of the letter of credit, a copy of the appropriate transfer or assignment documents (which may be in the form of an amendment) for such letter of credit;
 
(xvii)         a copy of any Environmental Indemnity Agreement, together with a copy of any environmental insurance policy;
 
(xviii)        a copy of any loan agreement(s);
 
(xix)          a copy of any escrow agreement(s);
 
(xx)           a copy of any property management agreement(s);
 
(xxi)          a copy of any franchise agreements and comfort letters or similar agreements related thereto and, with respect to any franchise agreement or comfort letter or similar agreement related thereto, any assignments thereof or any notice to the franchisor of the transfer of such Mortgage Loan or ESK Companion Loan and a request for the issuance of a new comfort letter in favor of the Trust;
 
(xxii)          a copy of any lock-box or cash management agreement(s);
 
(xxiii)        a list related to such Mortgage Loan or ESK Companion Loan indicating the related Mortgage Loan documents or ESK Companion Loan documents, as applicable, included in the related Mortgage File as of the Closing Date (the “Mortgage Loan Checklist”);
 
(xxiv)        a copy of all environmental reports that were received by the applicable Mortgage Loan Seller relating to the relevant Mortgaged Property;
 
(xxv)         an original assignment of all unrecorded documents relating to the Mortgage Loan or ESK Companion Loan if not already otherwise assigned;
 
(xxvi)        a copy of any Intercreditor Agreement entered in connection with any Whole Loan, the ESK Whole Loan or any existing mezzanine indebtedness;
 
(xxvii)       with respect to each Mortgage Loan that has a Companion Loan, a copy of the Mortgage Note related to such Companion Loan, rather than the original; and
 
(xxviii)      with respect to a Non-Serviced Mortgage Loan, a copy of the related Non-Serviced Pooling Agreement;
 
 
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provided, however, that (a) whenever the term “Mortgage File” is used to refer to documents held by the Custodian, such term shall not be deemed to include such documents and instruments required to be included therein unless they are actually received by the Custodian, (b) if there exists with respect to any Crossed Mortgage Loan Group only one original or certified copy of any document referred to in the definition of “Mortgage File” covering all of the Mortgage Loans in such Crossed Mortgage Loan Group, then the inclusion of such original or certified copy in the Mortgage File for any of the Mortgage Loans constituting such Crossed Mortgage Loan Group shall be deemed the inclusion of such original or certified copy in the Mortgage File for each such Mortgage Loan, (c) to the extent that this Agreement refers to a “Mortgage File” for a Companion Loan, such “Mortgage File” shall be construed to mean the Mortgage File for the related Mortgage Loan (except that references to the Mortgage Note for a Companion Loan otherwise described above shall be construed to instead refer to a photocopy of such Mortgage Note), (d) with respect to any Mortgage Loan that has a Companion Loan, the execution and/or recordation of any assignment of Mortgage, any separate assignment of Assignment of Leases and any assignment of any UCC Financing Statement in the name of the Trustee shall not be construed to limit the beneficial interest of the related Companion Holder(s) in such instrument and the benefits intended to be provided to them by such instrument, it being acknowledged that (i) the Trustee shall hold such record title for the benefit of the Trust as the holder of the related Mortgage Loan and the related Companion Holder(s) collectively and (ii) any efforts undertaken by the Trustee, the Master Servicer, or the Special Servicer on its behalf to enforce or obtain the benefits of such instrument shall be construed to be so undertaken by Trustee, the Master Servicer or the Special Servicer for the benefit of the Trust as the holder of the applicable Mortgage Loan and the related Companion Holder(s) collectively, and (e) in connection with any Non-Serviced Mortgage Loan, the preceding document delivery requirements will be met by the delivery by the applicable Mortgage Loan Seller of copies of the documents specified above (other than the Mortgage Note and intervening endorsements evidencing such Mortgage Loan and the related Intercreditor Agreement, with respect to each of which the original shall be required), including a copy of the Mortgage securing the applicable Mortgage Loan. Notwithstanding any contrary provision set forth above, in connection with the Hilton Houston Post Oak Mortgage Loan (1) instruments of assignment may be in blank and need not be recorded pursuant to this Agreement until the earlier of (i) the Hilton Houston Post Oak Companion Loan Securitization Date, in which case such instruments shall be assigned and recorded in accordance with the related Non-Serviced Pooling Agreement, (ii) in the event the Hilton Houston Post Oak Mortgage Loan becomes a Specially Serviced Mortgage Loan prior to the securitization of the Hilton Houston Post Oak Pari Passu Companion Loan, and (iii) the expiration of 180 days following the Closing Date, in which case assignments and recordations shall be effected in accordance with the provisions relating to Serviced Whole Loans until the occurrence, if any, of the Hilton Houston Post Oak Companion Loan Securitization Date, and (2) following the Hilton Houston Post Oak Companion Loan Securitization Date, the Person selling such Companion Loan to the related Non-Serviced Depositor, at its own expense, will be (a) entitled to direct the Trustee or Custodian to deliver the originals of all mortgage loan documents in its possession (other than the promissory note evidencing the Hilton Houston Post Oak Mortgage Loan) to the related Non-Serviced Trustee or custodian therefor, (b) if the right under clause (a) is exercised, required to cause the retention by or delivery to the Trustee or Custodian of photocopies of the mortgage loan documents so delivered to such Non-Serviced Trustee or other custodian, (c) entitled to cause the completion and recordation of instruments of
 
 
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assignment in the name of such Non-Serviced Trustee or other custodian, and (d) if the right under clause (c) is exercised, required to deliver to the Trustee or Custodian photocopies of any instruments of assignment so completed and recorded.
 
Mortgage Loan”: Each of the mortgage loans (other than the Crossed Underlying Loans of a Crossed Mortgage Loan Group, it being understood that for the purposes of this Agreement each Crossed Mortgage Loan Group shall be treated as one Mortgage Loan) transferred and assigned to the Trustee pursuant to Section 2.01 and from time to time held in the Trust Fund. As used herein, the term “Mortgage Loan” includes the related Mortgage Note, Mortgage and other documents contained in the related Mortgage File and any related agreements. As used in this Agreement, the term “Mortgage Loan” does include the Mortgage Loan associated with any Whole Loan or ESK Whole Loan, but does not include any related Companion Loan or ESK Companion Loan. Solely for purposes of Section 2.03(b) and 2.03(c) hereof, each Mortgage Note of the Grapevine Mills Mortgage Loan shall be deemed to be a separate “Mortgage Loan”.
 
Mortgage Loan Checklist”: As defined in the definition of “Mortgage File.”
 
Mortgage Loan Purchase Agreement”: Each agreement between the Depositor and each Mortgage Loan Seller, relating to the transfer of all of such Mortgage Loan Seller’s right, title and interest in and to the related Mortgage Loans and ESK Companion Loan, if applicable.
 
Mortgage Loan Schedule”: The list of Mortgage Loans and ESK Companion Loan transferred on the Closing Date to the Trustee as part of the Trust Fund, attached hereto as Exhibit B, which list sets forth the following information with respect to each Mortgage Loan and the ESK Companion Loan so transferred:
 
(i)             the loan identification number (as specified in Annex A-1 to the Prospectus Supplement);
 
(ii)            the Mortgagor’s name;
 
(iii)          the street address (including city, state, county and zip code) and name of the related Mortgaged Property;
 
(iv)           the Mortgage Rate in effect at origination;
 
(v)            the Net Mortgage Rate in effect at the Cut-off Date;
 
(vi)           the original principal balance;
 
(vii)           the Cut-off Date Principal Balance;
 
(viii)         the (a) original term to stated maturity, (b) remaining term to stated maturity and (c) Maturity Date;
 
(ix)            the original and remaining amortization terms;
 
 
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(x)             the amount of the Monthly Payment due on the first Due Date following the Cut-off Date;
 
(xi)            the applicable Servicing Fee Rate;
 
(xii)           whether the Mortgage Loan or ESK Companion Loan is a 30/360 Mortgage Loan or an Actual/360 Mortgage Loan;
 
(xiii)           [Reserved];
 
(xiv)          whether such Mortgage Loan or ESK Companion Loan is secured by the related Mortgagor’s interest in a ground lease;
 
(xv)           identifying any Mortgage Loans with which such Mortgage Loan is cross-defaulted or cross-collateralized;
 
(xvi)          the originator of the related Mortgage Loan or ESK Companion Loan and the Mortgage Loan Seller;
 
(xvii)         whether the related Mortgage Loan or ESK Companion Loan has a guarantor;
 
(xviii)        whether the related Mortgage Loan or ESK Companion Loan is secured by a letter of credit;
 
(xix)          amount of any reserve or escrowed funds that were deposited at origination and any ongoing periodic deposit requirements;
 
(xx)            number of grace days;
 
(xxi)          whether a cash management agreement or lock-box agreement is in place;
 
(xxii)         the general property type of the related Mortgaged Property;
 
(xxiii)        whether the related Mortgage Loan or ESK Companion Loan permits defeasance;
 
(xxiv)        the interest accrual period;
 
(xxv)         Anticipated Repayment Date, if applicable;
 
(xxvi)        the Revised Rate of such Mortgage Loan or ESK Companion Loan, if any; and
 
(xxvii)      the number of units, rooms, pads or square feet with respect to each Mortgaged Property.
 
 
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Such Mortgage Loan Schedule shall also set forth the aggregate of the amounts described under clause (vii) above for all of the Mortgage Loans. Such list may be in the form of more than one list, collectively setting forth all of the information required.
 
Mortgage Loan Seller”: Each of (i) JPMorgan Chase Bank, National Association, a national banking association, or its successor in interest (ii) Barclays Bank PLC, a public limited company registered in England and Wales, or its successor in interest, (iii) KeyBank National Association, a national banking association organized under the laws of the United States of America, or its successor in interest, (iv) RAIT, a Delaware limited liability company, or its successor in interest, (v) General Electric Capital Corporation, a Delaware corporation, or its successor in interest and (vi) Column Financial, Inc., a Delaware corporation, or its successor in interest. For the avoidance of doubt, any reference herein to the “Mortgage Loan Seller” as it relates to RAIT in connection with any repurchase obligations thereof shall also be a reference to RAIT Financial Trust to the extent that RAIT Financial Trust has, in accordance with the RAIT Financial Trust Guaranty, agreed to guaranty such repurchase obligations.
 
Mortgage Note”: The original executed note(s) evidencing the indebtedness of a Mortgagor under a Mortgage Loan, Companion Loan or ESK Companion Loan, as the case may be, together with any rider, addendum or amendment thereto.
 
Mortgage Rate”: With respect to: (i) any Mortgage Loan, related Serviced Pari Passu Companion Loan or ESK Companion Loan on or prior to its Maturity Date, the annual rate at which interest is scheduled (in the absence of a default) to accrue on such Mortgage Loan, related Serviced Pari Passu Companion Loan or ESK Companion Loan from time to time in accordance with the related Mortgage Note and applicable law; or (ii) any Mortgage Loan, related Serviced Pari Passu Companion Loan or ESK Companion Loan after its Maturity Date, the annual rate described in clause (i) above determined without regard to the passage of such Maturity Date. For the avoidance of doubt, the Mortgage Rate of any ARD Loan shall not be construed to include the related Excess Rate.
 
Mortgaged Property”: The real property subject to the lien of a Mortgage.
 
Mortgagor”: The obligor or obligors on a Mortgage Note, including without limitation, any Person that has acquired the related Mortgaged Property and assumed the obligations of the original obligor under the Mortgage Note and including in connection with any Mortgage Loan that utilizes an indemnity deed of trust structure, the borrower and the Mortgaged Property owner/payment guarantor/mortgagor individually and collectively, as the context may require.
 
“Motorola Solutions—Building I & III Mortgage Loan”: The Mortgage Loan identified as Mortgage Loan No. 15 on the Mortgage Loan Schedule that is included in the Trust.
 
Net Aggregate Prepayment Interest Shortfall”: With respect to any Distribution Date, the amount, if any, by which (a) the aggregate of all Prepayment Interest Shortfalls incurred in connection with the receipt of Principal Prepayments on the Mortgage Loans during the related Due Period, exceeds (b) the aggregate amount deposited by the Master Servicer in the
 
 
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Certificate Account for such Distribution Date pursuant to Section 3.19 in connection with such Prepayment Interest Shortfalls.
 
Net Investment Earnings”: With respect to the Certificate Account, the Servicing Accounts or the REO Account or Companion Distribution Account for any period from any Distribution Date to the immediately succeeding P&I Advance Date, the amount, if any, by which the aggregate of all interest and other income realized during such period on funds relating to the Trust Fund held in such account, exceeds the aggregate of all losses, if any, incurred during such period in connection with the investment of such funds in accordance with Section 3.06.
 
Net Investment Loss”: With respect to the Certificate Account, the Servicing Accounts or the REO Account or Companion Distribution Account for any period from any Distribution Date to the immediately succeeding P&I Advance Date, the amount by which the aggregate of all losses, if any, incurred during such period in connection with the investment of funds relating to the Trust Fund held in such account in accordance with Section 3.06, exceeds the aggregate of all interest and other income realized during such period on such funds.
 
Net Mortgage Rate”: With respect to any Mortgage Loan, any REO Loan (other than the portion of an REO Loan related to any Companion Loan) or ESK Companion Loan as of any date of determination, a rate per annum equal to the related Mortgage Rate then in effect (without regard to any increase in the interest rate of any ARD Loan after its respective Anticipated Repayment Date), minus the related Administrative Cost Rate; provided, however, that for purposes of calculating Pass-Through Rates, the Net Mortgage Rate for any Mortgage Loan or ESK Companion Loan will be determined without regard to any modification, waiver or amendment of the terms of the related Mortgage Loan or ESK Companion Loan, whether agreed to by the Master Servicer or the Special Servicer or resulting from a bankruptcy, insolvency or similar proceeding involving the Mortgagor; provided, further, that for any Mortgage Loan that does not accrue interest on the basis of a 360-day year consisting of twelve 30-day months, then, solely for purposes of calculating Pass-Through Rates on the Regular Certificates, and the interest rate on the Uncertificated Lower-Tier Interests, the Net Mortgage Rate of such Mortgage Loan or for any one-month period preceding a related Due Date will be the annualized rate at which interest would have to accrue in respect of such Mortgage Loan on the basis of a 360-day year consisting of twelve 30-day months in order to produce the aggregate amount of interest actually accrued in respect of such Mortgage Loan during such one-month period at the related Net Mortgage Rate; provided, further, that, with respect to each Interest Reserve Loan, the Net Mortgage Rate for the one-month period (A) preceding the Due Dates that occur in January and February in any year which is not a leap year or preceding the Due Date that occurs in February in any year which is a leap year (in either case, unless the related Distribution Date is the final Distribution Date), will be determined exclusive of any Withheld Amounts, and (B) preceding the Due Date in March (or February, if the related Distribution Date is the final Distribution Date), will be determined inclusive of the amounts withheld in the immediately preceding January and February, if applicable. With respect to any REO Loan, the Net Mortgage Rate shall be calculated as described above, determined as if the predecessor Mortgage Loan or ESK Companion Loan had remained outstanding.
 
 
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Net Operating Income”: With respect to any Mortgaged Property, for any Mortgagor’s fiscal year end, Net Operating Income will be calculated in accordance with the standard definition of “Net Operating Income” approved from time to time endorsed and put forth by the CREFC®.
 
New Lease”: Any lease of REO Property entered into at the direction of the Special Servicer on behalf of the Trust, including any lease renewed, modified or extended on behalf of the Trust, if the Trust has the right to renegotiate the terms of such lease.
 
Non-Book Entry Certificates”: As defined in Section 5.02(c).
 
Nonrecoverable Advance”: Any Nonrecoverable P&I Advance or Nonrecoverable Servicing Advance.
 
Nonrecoverable P&I Advance”: Any P&I Advance previously made or proposed to be made in respect of a Mortgage Loan or REO Loan which, in the reasonable judgment of the Master Servicer or the Trustee, as applicable, will not be ultimately recoverable, together with any accrued and unpaid interest thereon at the Reimbursement Rate, from Late Collections or any other recovery on or in respect of such Mortgage Loan or REO Loan; provided, however, that the Special Servicer may, at its option with respect to any Specially Serviced Mortgage Loan and, prior to the occurrence of a Consultation Termination Event, in consultation with the Directing Certificateholder, make a determination in accordance with the Servicing Standard, that any P&I Advance previously made or proposed to be made is a Nonrecoverable P&I Advance and shall deliver to the Master Servicer (and with respect to a Serviced Mortgage Loan, to any Other Servicer) and with respect to a Non-Serviced Mortgage Loan, to the related Non-Serviced Master Servicer and Non-Serviced Special Servicer, the Certificate Administrator, the Trustee, the Senior Trust Advisor and the 17g-5 Information Provider notice of such determination. Any such determination may be conclusively relied upon by, but shall not be binding upon, the Master Servicer and the Trustee, provided, however, that the Special Servicer shall have no such obligation to make an affirmative determination that any P&I Advance is or would be recoverable and in the absence of a determination by the Special Servicer that such P&I Advance is or would be a Nonrecoverable P&I Advance, such decision shall remain with the Master Servicer or Trustee, as applicable. If the Special Servicer makes a determination that only a portion, and not all, of any previously made or proposed P&I Advance is a Nonrecoverable P&I Advance, the Master Servicer and the Trustee shall have the right to make its own subsequent determination that any remaining portion of any such previously made or proposed P&I Advance is a Nonrecoverable P&I Advance. With respect to any Non-Serviced Whole Loan, if any Non-Serviced Master Servicer or Non-Serviced Special Servicer, as applicable, in connection with a securitization of the related Non-Serviced Companion Loan determines that a P&I Advance with respect to the related Non-Serviced Companion Loan, if made, would be a Nonrecoverable P&I Advance, such determination shall not be binding on the Master Servicer and the Trustee as it relates to any proposed P&I Advance with respect to the related Non-Serviced Mortgage Loan. Similarly, with respect to the related Non-Serviced Mortgage Loan, if the Master Servicer or the Special Servicer determines that any P&I Advance with respect to a related Non-Serviced Mortgage Loan, if made, would be a Nonrecoverable P&I Advance, such determination shall not be binding on the related Non-Serviced Master Servicer and related Non-Serviced Trustee as it relates to any proposed P&I Advance with respect to the
 
 
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related Non-Serviced Companion Loan. In making such recoverability determination, the Master Servicer, Special Servicer or Trustee, as applicable, will be entitled (a) to consider (among other things) (i) the obligations of the Mortgagor under the terms of the related Mortgage Loan, Companion Loan or ESK Companion Loan as it may have been modified and (ii) the related Mortgaged Properties in their “as-is” or then-current conditions and occupancies, as modified by such party’s assumptions (consistent with the Servicing Standard in the case of the Master Servicer or the Special Servicer or in its good faith business judgment in the case of the Trustee, solely in its capacity as Trustee) regarding the possibility and effects of future adverse change with respect to such Mortgaged Properties, (b) to estimate and consider (among other things) future expenses, (c) to estimate and consider (consistent with the Servicing Standard in the case of the Master Servicer and the Special Servicer or in its good faith business judgment in the case of the Trustee, solely in its capacity as Trustee) (among other things) the timing of recoveries and (d) to give due regard to the existence of any Nonrecoverable Advances which, at the time of such consideration, the recovery of which are being deferred or delayed by the Master Servicer, in light of the fact that related proceeds are a source of recovery not only for the Advance under consideration but also a potential source of recovery for such delayed or deferred Advance. In addition, any Person, in considering whether a P&I Advance is a Nonrecoverable Advance, will be entitled to give due regard to the existence of any outstanding Nonrecoverable Advance or Workout-Delayed Reimbursement Amount with respect to other Mortgage Loans which, at the time of such consideration, the reimbursement of which is being deferred or delayed by the Master Servicer or the Trustee because there is insufficient principal available for such reimbursement, in light of the fact that proceeds on the related Mortgage Loan are a source of reimbursement not only for the P&I Advance under consideration, but also as a potential source of reimbursement of such Nonrecoverable Advance or Workout-Delayed Reimbursement Amounts which are or may be being deferred or delayed. In addition, any such Person may update or change its recoverability determinations at any time (but not reverse any other Person’s determination that an Advance is a Nonrecoverable Advance) and, consistent with the Servicing Standard, in the case of the Master Servicer or in its good faith business judgment in the case of the Trustee (solely in its capacity as Trustee), may obtain, promptly upon request, from the Special Servicer any reasonably required analysis, Appraisals or market value estimates or other information in the Special Servicer’s possession for making a recoverability determination. Absent bad faith, the Master Servicer’s, Special Servicer’s or the Trustee’s determination as to the recoverability of any P&I Advance shall be conclusive and binding on the Certificateholders. The determination by the Master Servicer, the Special Servicer or the Trustee, as applicable, that the Master Servicer or the Trustee, as applicable, has made a Nonrecoverable P&I Advance or that any proposed P&I Advance, if made, would constitute a Nonrecoverable P&I Advance, or any updated or changed recoverability determination, shall be evidenced by an Officer’s Certificate delivered by either the Special Servicer or the Master Servicer to the other and to the Trustee, the Certificate Administrator, the Directing Certificateholder (but only prior to the occurrence of a Consultation Termination Event) (and, in the case of a Serviced Mortgage Loan, any Other Servicer), the Senior Trust Advisor (but only in the case of the Special Servicer), the Depositor, or by the Trustee to the Depositor, the Master Servicer, the Special Servicer, the Senior Trust Advisor (and, in the case of a Serviced Mortgage Loan, any Other Servicer) and the Certificate Administrator. The Officer’s Certificate shall set forth such determination of nonrecoverability and the considerations of the Master Servicer, the Special Servicer or the Trustee, as applicable, forming the basis of such determination (which shall be accompanied by,
 
 
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to the extent available, income and expense statements, rent rolls, occupancy status, property inspections and any other information used by the Master Servicer, the Special Servicer or the Trustee, as applicable, to make such determination and shall include any existing Appraisal of the related Mortgage Loan or Mortgaged Property). The Trustee shall be entitled to conclusively rely on the Master Servicer’s or Special Servicer’s determination that a P&I Advance is or would be nonrecoverable, and the Master Servicer shall be entitled to conclusively rely on the Special Servicer’s determination that a P&I Advance is or would be nonrecoverable. In the case of a cross-collateralized Mortgage Loan (if any), such recoverability determination shall take into account the cross-collateralization of the related cross-collateralized Mortgage Loan.
 
Nonrecoverable Servicing Advance”: Any Servicing Advance previously made or proposed to be made in respect of a Mortgage Loan (other than a Non-Serviced Mortgage Loan), Whole Loan, REO Property or ESK Whole Loan which, in the reasonable judgment of the Master Servicer, the Special Servicer or the Trustee, as the case may be, will not be ultimately recoverable, together with any accrued and unpaid interest thereon, at the Reimbursement Rate, from Late Collections or any other recovery on or in respect of such Mortgage Loan, Whole Loan, REO Property or ESK Whole Loan. In making such recoverability determination, such Person will be entitled (a) to consider (among other things) (i) the obligations of the Mortgagor under the terms of the related Mortgage Loan, Whole Loan or ESK Whole Loan as it may have been modified and (ii) the related Mortgaged Properties in their “as-is” or then current conditions and occupancies, as modified by such party’s assumptions (consistent with the Servicing Standard in the case of the Master Servicer or the Special Servicer or in its good faith business judgment in the case of the Trustee, solely in its capacity as Trustee) regarding the possibility and effects of future adverse change with respect to such Mortgaged Properties, (b) to estimate and consider (consistent with the Servicing Standard in the case of the Master Servicer or the Special Servicer or in its good faith business judgment in the case of the Trustee, solely in its capacity as Trustee) (among other things) future expenses and (c) to estimate and consider (among other things) the timing of recoveries. In addition, any Person, in considering whether a Servicing Advance is a Nonrecoverable Servicing Advance, will be entitled to give due regard to the existence of any Nonrecoverable Advance or Workout-Delayed Reimbursement Amounts with respect to other Mortgage Loans that, at the time of such consideration, the reimbursement of which is being deferred or delayed by the Master Servicer, in light of the fact that proceeds on the related Mortgage Loan are a source of recovery not only for the Servicing Advance under consideration, but also as a potential source of recovery of such Nonrecoverable Advance or Workout-Delayed Reimbursement Amounts which are or may be being deferred or delayed. In addition, any such Person may update or change its recoverability determinations at any time (but not reverse any other Person’s determination that an Advance is a Nonrecoverable Advance) and, consistent with the Servicing Standard, in the case of the Master Servicer, may obtain, promptly upon request, from the Special Servicer any reasonably required analysis, Appraisals or market value estimates or other information in the Special Servicer’s possession for making a recoverability determination. The determination by the Master Servicer, the Special Servicer or the Trustee, as the case may be, that it has made a Nonrecoverable Servicing Advance or that any proposed Servicing Advance, if made, would constitute a Nonrecoverable Servicing Advance, or any updated or changed recoverability determination, shall be evidenced by an Officer’s Certificate delivered by either of the Special Servicer or Master Servicer to the other and to the Trustee, the Certificate Administrator, the Directing Certificateholder (but only prior to the occurrence of a Consultation Termination
 
 
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Event) (and in the case of a Serviced Mortgage Loan, any Other Servicer), the Senior Trust Advisor (but only in the case of the Special Servicer) and the Depositor, or by the Trustee to the Depositor, the Master Servicer, the Special Servicer, the Senior Trust Advisor and the Certificate Administrator (and in the case of a Serviced Mortgage Loan, any Other Servicer); provided, however, that the Special Servicer may, at its option and, prior to the occurrence of a Consultation Termination Event, in consultation with the Directing Certificateholder, make a determination in accordance with the Servicing Standard, that any Servicing Advance previously made or proposed to be made is a Nonrecoverable Servicing Advance and shall deliver to the Master Servicer (and with respect to a Serviced Mortgage Loan, to any Other Servicer), the Trustee, the Certificate Administrator and the 17g-5 Information Provider notice of such determination. Any such determination may be conclusively relied upon by, but shall not be binding upon, the Master Servicer, the Special Servicer and the Trustee, provided, however, that the Special Servicer shall have no such obligation to make an affirmative determination that any Servicing Advance is or would be recoverable and in the absence of a determination by the Special Servicer that such Servicing Advance is or would be a Nonrecoverable Servicing Advance, such decision shall remain with the Master Servicer or the Trustee, as applicable. If the Special Servicer makes a determination that only a portion, and not all, of any previously made or proposed Servicing Advance is a Nonrecoverable Servicing Advance, the Master Servicer and the Trustee shall each have the right to make its own subsequent determination that any remaining portion of any such previously made or proposed Servicing Advance is a Nonrecoverable Servicing Advance. The Officer’s Certificate shall set forth such determination of nonrecoverability and the considerations of the Master Servicer, the Special Servicer or the Trustee, as applicable, forming the basis of such determination (which shall be accompanied by, to the extent available, related income and expense statements, rent rolls, occupancy status and property inspections, and shall include any existing Appraisal with respect to the related Mortgage Loan, Serviced Companion Loan or ESK Companion Loan, as applicable, or related Mortgaged Property). The Special Servicer shall promptly furnish any party required to make Servicing Advances hereunder with any information in its possession regarding the Specially Serviced Mortgage Loans and REO Properties as such party required to make Servicing Advances may reasonably request for purposes of making recoverability determinations. The Trustee shall be entitled to conclusively rely on the Master Servicer’s or Special Servicer’s, as the case may be, determination that a Servicing Advance is or would be nonrecoverable, and the Master Servicer shall be entitled to conclusively rely on the Special Servicer’s determination that a Servicing Advance is or would be nonrecoverable. Notwithstanding anything herein to the contrary, if the Special Servicer requests that the Master Servicer make a Servicing Advance, the Master Servicer may conclusively rely on such request as evidence that such advance is not a Nonrecoverable Servicing Advance; provided, however, the Special Servicer shall not be entitled to make such a request more frequently than once per calendar month with respect to Servicing Advances other than emergency advances (although such request may relate to more than one Servicing Advance). In the case of a cross-collateralized Mortgage Loan (if any), such recoverability determination shall take into account the cross-collateralization of the related cross-collateralized Mortgage Loan. The determination as to the recoverability of any servicing advance previously made or proposed to be made in respect of a Non-Serviced Whole Loan shall be made by the related Non-Serviced Master Servicer, Non-Serviced Special Servicer or Non-Serviced Trustee, as the case may be, pursuant to the Non-Serviced Pooling Agreement.
 
 
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Non-Registered Certificate”: Unless and until registered under the Securities Act, any Class ESK, Class A-4A2, Class X-C, Class X-D, Class X-E, Class D, Class E, Class F, Class NR or Class R Certificate.
 
Non-Serviced Companion Loan”: Each of the Grapevine Mills Pari Passu Companion Loans, the Columbus Square Pari Passu Companion Loans, the 17 State Street Pari Passu Companion Loan, the Canyon Ranch Portfolio Pari Passu Companion Loans, and, from and after the Hilton Houston Post Oak Companion Loan Securitization Date, the Hilton Houston Post Oak Pari Passu Companion Loan.
 
Non-Serviced Depositor”: The “Depositor” under a Non-Serviced Pooling Agreement.
 
Non-Serviced Gain-on-Sale Proceeds”: Any “gain-on-sale proceeds” received in respect of a Non-Serviced Mortgage Loan pursuant to the related Non-Serviced Pooling Agreement.
 
Non-Serviced Intercreditor Agreement”: Each of the Grapevine Mills Intercreditor Agreement, the Columbus Square Intercreditor Agreement, the 17 State Street Intercreditor Agreement, the Canyon Ranch Portfolio Intercreditor Agreement, and, from and after the Hilton Houston Post Oak Companion Loan Securitization Date, the Hilton Houston Post Oak Intercreditor Agreement.
 
Non-Serviced Master Servicer”: The “Master Servicer” under a Non-Serviced Pooling Agreement.
 
Non-Serviced Mortgage Loan”: Each of the Grapevine Mills Mortgage Loan, the Columbus Square Mortgage Loan, the 17 State Street Mortgage Loan, the Canyon Ranch Portfolio Mortgage Loan, and, from and after the Hilton Houston Post Oak Companion Loan Securitization Date, the Hilton Houston Post Oak Mortgage Loan.
 
Non-Serviced Mortgaged Property”: Each of the Grapevine Mills Mortgaged Property, the Columbus Square Mortgaged Property, the 17 State Street Mortgaged Property, the Canyon Ranch Portfolio Mortgaged Property, and, from and after the Hilton Houston Post Oak Companion Loan Securitization Date, the Hilton Houston Post Oak Mortgaged Property.
 
Non-Serviced Paying Agent”: The “Paying Agent” under a Non-Serviced Pooling Agreement.
 
Non-Serviced Pooling Agreement”: With respect to (i) each of the 17 State Street Whole Loan and the Grapevine Mills Whole Loan, the JPMBB Commercial Mortgage Securities Trust 2014-C23 Pooling and Servicing Agreement, (ii) the Columbus Square Whole Loan, the WFRBS Commercial Mortgage Trust 2014-C22 Pooling and Servicing Agreement, (iii) the Canyon Ranch Portfolio Whole Loan, COMM 2014-UBS5 Mortgage Trust Pooling and Servicing Agreement and (iv) the Hilton Houston Post Oak Whole Loan, from and after the Hilton Houston Post Oak Companion Loan Securitization Date, any pooling and servicing agreement that creates a trust fund whose assets include the Hilton Houston Post Oak Pari Passu Companion Loan.
 
 
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Non-Serviced Senior Trust Advisor”: The “Senior Trust Advisor” under a Non-Serviced Pooling Agreement.
 
Non-Serviced Special Servicer”: The “Special Servicer” under a Non-Serviced Pooling Agreement.
 
Non-Serviced Trust”: The “Trust” formed under a Non-Serviced Pooling Agreement.
 
Non-Serviced Trustee”: The “Trustee” under a Non-Serviced Pooling Agreement.
 
Non-Serviced Whole Loan”: Each of the Grapevine Mills Whole Loan, the Columbus Square Whole Loan, the 17 State Street Whole Loan, the Canyon Ranch Portfolio Whole Loan, and, from and after the Hilton Houston Post Oak Companion Loan Securitization Date, the Hilton Houston Post Oak Whole Loan.
 
Non-Serviced Whole Loan Controlling Holder”: The “directing holder” or similarly defined party under a Non-Serviced Pooling Agreement or, from and after the Hilton Houston Post Oak Companion Loan Securitization Date, the Hilton Houston Post Oak Directing Holder, as applicable.
 
Non-Specially Serviced Mortgage Loan”: Any Mortgage Loan (other than a Non-Serviced Mortgage Loan), Serviced Companion Loan or ESK Companion Loan that is not a Specially Serviced Mortgage Loan.
 
Non-U.S. Beneficial Ownership Certification”: As defined in Section 5.03(f).
 
Non-U.S. Tax Person”: Any person other than a U.S. Tax Person, unless, with respect to the Transfer of a Class R Certificate, (i) such person holds such Class R Certificate in connection with the conduct of a trade or business within the United States and furnishes the Transferor and the Certificate Registrar with an effective Internal Revenue Service Form W-8ECI (or successor form) or (ii) the Transferee delivers to both the Transferor and the Certificate Registrar an opinion of a nationally recognized tax counsel to the effect that such Transfer is in accordance with the requirements of the Code and the regulations promulgated thereunder and that such Transfer of the Class R Certificate will not be disregarded for federal income tax purposes. A Person shall be treated as a Non-U.S. Tax Person, (A) notwithstanding clause (i) of the preceding sentence, if it is a partnership (including any entity treated as a partnership for U.S. federal income tax purposes) any interest in which is owned (or may be owned pursuant to the applicable partnership agreement), directly or indirectly (other than through a U.S. corporation), by a Non-U.S. Tax Person or (B) if such Person is a U.S. Tax Person with respect to whom income from a Class R Certificate is attributable to a foreign permanent establishment of fixed base, within the meaning of an applicable income treaty, of such Person or any other U.S. Tax Person.
 
Non-Waiving Successor”: As defined in Section 3.28(l).
 
 
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Notional Amount”: In the case of the Class X-A Certificates, the Class X-A Notional Amount; in the case of the Class X-B-1 Certificates, the Class X-B-1 Notional Amount; in the case of the Class X-B-2 Certificates, the Class X-B-2 Notional Amount; in the case of the Class X-C Certificates, the Class X-C Notional Amount; in the case of the Class X-D Certificates, the Class X-D Notional Amount, and in the case of the Class X-E Certificates, the Class X-E Notional Amount.
 
NRSRO”: Any nationally recognized statistical rating organization within the meaning of Section 3(a)(62) of the Exchange Act, including the Rating Agencies.
 
NRSRO Certification”: A certification (a) substantially in the form of Exhibit P-2 executed by a NRSRO or (b) provided electronically and executed by such NRSRO by means of a “click-through” confirmation on the 17g-5 Information Provider’s Website, in either case in favor of the 17g-5 Information Provider that states that such NRSRO is a Rating Agency under this Agreement or that such NRSRO has provided the Depositor with the appropriate certifications pursuant to paragraph (e) of Rule 17g-5 of the Exchange Act, that such NRSRO has access to the Depositor’s 17g-5 website and that such NRSRO will keep such information confidential, except to the extent such information has been made available to the general public.
 
OCC”: Office of the Comptroller of the Currency.
 
Offered Certificates”: The Class A-1, Class A-2, Class A-3, Class A-4A1, Class A-5, Class A-SB, Class A-S, Class B, Class C, Class EC, Class X-A, Class X-B-1 and Class X-B-2 Certificates.
 
Officer’s Certificate”: A certificate signed by a Servicing Officer of the Master Servicer or the Special Servicer or any Additional Servicer, as the case may be, or a Responsible Officer of the Trustee or Certificate Administrator, as the case may be.
 
Offshore Transaction”: Any “offshore transaction” as defined in Rule 902(h) of Regulation S.
 
Opinion of Counsel”: A written opinion of counsel, who may, without limitation, be salaried counsel for the Depositor, the Master Servicer, the Special Servicer or the Senior Trust Advisor, acceptable in form and delivered to the Trustee and the Certificate Administrator, except that any opinion of counsel relating to (a) the qualification of any Trust REMIC as a REMIC, (b) compliance with the REMIC Provisions, (c) the qualification of the Grantor Trust as a grantor trust, or (d) the resignation of the Master Servicer, the Special Servicer or the Depositor pursuant to Section 6.04, must be an opinion of counsel who is in fact Independent of the Depositor, the Master Servicer, the Special Servicer and the Senior Trust Advisor.
 
Original Certificate Balance”: With respect to any Class of Principal Balance Certificates or ESK Certificates, as applicable, the initial aggregate principal amount thereof as of the Closing Date, in each case as specified in the Preliminary Statement.
 
 
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Original Lower-Tier Principal Amount”: With respect to any Class of Uncertificated Lower-Tier Interest, the initial principal amount thereof as of the Closing Date, in each case as specified in the Preliminary Statement.
 
Original Notional Amount”: With respect to the Class X-A Notional Amount, the Class X-B-1 Notional Amount, the Class X-B-2 Notional Amount, the Class X-C Notional Amount, the Class X-D Notional Amount, and the Class X-E Notional Amount, the applicable initial Notional Amount thereof as of the Closing Date, as specified in the Preliminary Statement.
 
Other Certificate Administrator”: Any certificate administrator under an Other Pooling and Servicing Agreement.
 
Other Pooling and Servicing Agreement”: Any pooling and servicing agreement that creates a trust fund whose assets include any Serviced Companion Loan. For the avoidance of doubt, any Other Pooling and Servicing Agreement executed in connection with the securitization of the Hilton Houston Post Oak Pari Passu Companion Loan shall be a Non-serviced Pooling and Servicing Agreement.
 
Other Securitization”: As defined in Section 11.06.
 
Other Servicer”: Any master servicer or special servicer, as applicable, under an Other Pooling and Servicing Agreement.
 
Other Trustee”: Any trustee under an Other Pooling and Servicing Agreement.
 
Ownership Interest”: 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”: As to any Mortgage Loan or REO Loan (but not any related Companion Loan or the ESK Companion Loan, as applicable), any advance made by the Master Servicer or the Trustee, as applicable, pursuant to Section 4.03 or Section 7.05.
 
P&I Advance Date”: The Business Day immediately prior to each Distribution Date.
 
P&I Advance Determination Date”: With respect to any Distribution Date, the close of business on the related Determination Date.
 
Pass-Through Rate”: Any of the Class A-1 Pass-Through Rate, the Class A-2 Pass-Through Rate, the Class A-3 Pass-Through Rate, the Class A-4A1 Pass-Through Rate, the Class A-4A2 Pass-Through Rate, the Class A-5 Pass-Through Rate, the Class A-SB Pass-Through Rate, the Class A-S Pass-Through Rate, the Class B Pass-Through Rate, the Class C Pass-Through Rate, the Class D Pass-Through Rate, the Class E Pass-Through Rate, the Class F Pass-Through Rate, the Class NR Pass-Through Rate, the Class X-A Pass-Through Rate, the Class X-B-1 Pass-Through Rate, the Class X-B-2 Pass-Through Rate, the Class X-C Pass-Through Rate, the Class X-D Pass-Through Rate, the Class X-E Pass-Through Rate or the Class ESK Pass-Through Rate.
 
 
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PCAOB”: The Public Company Accounting Oversight Board.
 
Penalty Charges”: With respect to any Mortgage Loan (other than the Non-Serviced Mortgage Loans), Serviced Companion Loan or ESK Companion Loan (or any successor REO Loan), any amounts actually collected thereon (or, in the case of a Serviced Companion Loan or ESK Companion Loan (or any successor REO Loan thereto) that is part of a Serviced Whole Loan or ESK Whole Loan, as applicable, actually collected on such Serviced Whole Loan or ESK Whole Loan, as applicable, and allocated and paid on such Serviced Companion Loan or ESK Companion Loan, as applicable (or any successor REO Loan) in accordance with the related Intercreditor Agreement) that represent late payment charges or Default Interest, other than a Yield Maintenance Charge or any Excess Interest.
 
Percentage Interest”: As to any Certificate (other than the Class R Certificates), the percentage interest evidenced thereby in distributions required to be made with respect to the related Class. With respect to any Certificate (other than the Class R Certificates), the percentage interest is equal to the Denomination of such Certificate divided by the Original Certificate Balance or Original Notional Amount, as applicable, of such Class of Certificates as of the Closing Date, in the case of the Exchangeable Certificates, in each case, after giving effect to any exchange and conversion for Class EC Certificates. With respect to a Class R Certificate, the percentage interest is set forth on the face thereof. With respect to the Class EC Certificates, the percentage interest is equal to the Denomination of such Certificate divided by the Original Certificate Balance as of the Closing Date of the Exchangeable Certificates exchanged and converted for such Class EC Certificates.
 
Performance Certification”: As defined in Section 11.06.
 
Performing Party”: As defined in Section 11.12.
 
Permitted Investments”: Any one or more of the following obligations or securities (including obligations or securities of the Certificate Administrator, or managed by the Certificate Administrator or any Affiliate of the Certificate Administrator, if otherwise qualifying hereunder), regardless of whether issued by the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, or any of their respective Affiliates and having the required ratings, if any, provided for in this definition and which shall not be subject to liquidation prior to maturity:
 
(i)              direct obligations of, and obligations fully guaranteed as to timely payment of principal and interest by, the United States of America, Fannie Mae, Freddie Mac or any agency or instrumentality of the United States of America, the obligations of which are backed by the full faith and credit of the United States of America that mature in one (1) year or less from the date of acquisition; provided that any obligation of, or guarantee by, Fannie Mae or Freddie Mac, other than an unsecured senior debt obligation of Fannie Mae or Freddie Mac, shall be a Permitted Investment only if such investment would not result in the downgrading, withdrawal or qualification of the then-current rating assigned by each Rating Agency to any Certificate (or, insofar as there is then outstanding any
 
 
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class of Serviced Companion Loan Securities that are then rated by such rating agency, such class of securities) as evidenced in writing;
 
(ii)             time deposits, unsecured certificates of deposit, or bankers’ acceptances that mature in one (1) year or less after the date of issuance and are issued or held by any depository institution or trust company (including the Trustee) 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 (A) in the case of such investments with maturities of thirty (30) days or less, the short-term debt obligations of which are rated in the highest short-term rating category by Moody’s or the long-term debt obligations of which are rated at least “A2” by Moody’s, (B) in the case of such investments with maturities of three (3) months or less, but more than thirty (30) days, the short-term obligations of which are rated in the highest short-term rating category by Moody’s and the long-term obligations of which are rated at least “A1” by Moody’s, (C) in the case of such investments with maturities of six (6) months or less, but more than three (3) months, the short-term obligations of which are rated in the highest short-term rating category by Moody’s and the long-term obligations of which are rated at least “Aa3” by Moody’s, (D) in the case of such investments with maturities of more than six (6) months, the short-term obligations of which are rated in the highest short-term rating category by Moody’s and the long-term obligations of which are rated “Aaa” by Moody’s (or, in each case, if permitted by the related Mortgage Loan, if not rated by Moody’s, otherwise acceptable to Moody’s, as confirmed in writing that such investment would not, in and of itself, result in a downgrade, qualification or withdrawal of the then current ratings assigned to the Certificates), (E) for short-term debt obligations, a rating in the highest short-term rating category by Fitch and, in the case of such investments with a term in excess of thirty (30) days, the long-term debt obligations of which are rated at least “AA-” by Fitch and (F) the commercial paper or other short- term debt obligations of such depository institution or trust company are rated in the highest rating categories of each Rating Agency or such other rating as would not result in the downgrading, withdrawal or qualification of the then-current rating assigned by each Rating Agency to any Class of Certificates (or, insofar as there is then outstanding any class of Serviced Companion Loan Securities that is then rated by such rating agency, such class of securities) as evidenced in writing;
 
(iii)            repurchase agreements or obligations with respect to any security described in clause (i) above where such security has a remaining maturity of one year or less and where such repurchase obligation has been entered into with a depository institution or trust company (acting as principal) described in clause (ii) above;
 
(iv)            debt obligations, (A) if it has a term of three months or less, (1) the short-term obligations of which are rated in the highest short-term debt rating category of Fitch and KBRA and (2) the short-term obligations of which are rated in the highest short-term rating category by Moody’s or the long-term obligations
 
 
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of which are rated at least “A2” by Moody’s, (B) if it has a term of more than three months and not in excess of six months, the short-term obligations of which are rated in the highest short-term rating category by each Rating Agency and the long-term obligations of which are rated at least “Aa3” by Moody’s and (C) if it has a term of more than six months, the short-term obligations of which are rated in the highest short-term rating category by each Rating Agency and the long-term obligations of which are rated at least “Aaa” by Moody’s (or, in the case of any such Rating Agency as set forth in clauses (A) through (C) above, such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency); provided, however, that the investments described in this clause must (A) have a predetermined fixed dollar amount 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)            commercial paper of any corporation incorporated under the laws of the United States or any state thereof (or of any corporation not so incorporated, provided that the commercial paper is United States Dollar denominated and amounts payable thereunder are not subject to any withholding imposed by any non-United States jurisdiction) (A) in the case of such investments with maturities of 30 days or less, (1) the short-term obligations of which corporation are rated in the highest short-term rating category by Fitch and KBRA (if then rated by Fitch and KBRA) and (2) the short-term obligations of which corporation are rated in the highest short-term rating category by Moody’s or the long-term obligations of which corporation are rated at least “A2” by Moody’s, (B) in the case of such investments with maturities of three months or less, but more than 30 days, the short-term obligations of which corporation are rated in the highest short-term rating category by each Rating Agency and the long-term obligations of which corporation are rated at least “A1” by Moody’s, (C) in the case of such investments with maturities of six months or less, but more than three months, the short-term obligations of which corporation are rated in the highest short-term rating category by each Rating Agency and the long-term obligations of which corporation are rated at least “Aa3” by Moody’s, and (D) in the case of such investments with maturities of more than six months, the short-term obligations of which corporation are rated in the highest short-term rating category by each Rating Agency and the long-term obligations of which corporation are rated “Aaa” by Moody’s (provided, however, that in the case of investments of funds in a Servicing Account pursuant to subclauses (A)(D), with respect to the required Moody’s rating, the subject corporation need only have a short-term rating of at least “P-1” from Moody’s) (or, in the case of any such Rating Agency as set forth in subclauses (A)(D) above, such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency);
 
(vi)           the Wells Fargo Advantage Heritage Money Market Fund or any other money market fund (in each case, the “Fund”) so long as the Fund is rated by Moody’s in its highest money market fund ratings category (or, if not rated by
 
 
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Moody’s, otherwise acceptable to Moody’s, KBRA and Fitch, as confirmed in a Rating Agency Confirmation);
 
(vii)          any other demand, money market or time deposit, obligation, security or investment, 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)(vi) above with respect to which a Rating Agency Confirmation has been obtained from each Rating Agency for which the minimum ratings set forth in the applicable clause is not satisfied with respect to such demand, money market or time deposit, obligation, security or investment and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.30); and
 
(viii)         any other demand, money market or time depositor, obligation, security or investment not listed in clauses (i)(vi) above with respect to which a Rating Agency Confirmation has been obtained from each and every Rating Agency;
 
provided, however, that each Permitted Investment qualifies as a “cash flow investment” pursuant to Section 860G(a)(6) of the Code, and that (a) it shall have a predetermined fixed dollar of principal due at maturity that cannot vary or change and (b) any such investment that provides for a variable rate of interest must have an interest rate that is tied to a single interest rate index plus a fixed spread, if any, and move proportionately with such index; and provided, further, however, that no such instrument shall be a Permitted Investment (a) if such instrument evidences principal and interest payments derived from obligations underlying such instrument and the interest payments with respect to such instrument provide a yield to maturity at the time of acquisition of greater than 120% of the yield to maturity at par of such underlying obligations or (b) if such instrument may be redeemed at a price below the purchase price; and provided, further, however, that no amount beneficially owned by any Trust REMIC (even if not yet deposited in the Trust) may be invested in investments (other than money market funds) treated as equity interests for federal income tax purposes, unless the Master Servicer receives an Opinion of Counsel, at its own expense, to the effect that such investment will not adversely affect the status of any Trust REMIC. Permitted Investments that are subject to prepayment or call may not be purchased at a price in excess of par.
 
Permitted Special Servicer/Affiliate Fees”: Any commercially reasonable treasury management fees, banking fees, title agency fees, insurance commissions or fees and appraisal fees received or retained by the Special Servicer or any of its Affiliates in connection with any services performed by such party with respect to any Mortgage Loan, the ESK Companion Loan, any Serviced Whole Loan or REO Property in accordance with this Agreement.
 
Permitted Transferee”: Any Person or any agent thereof other than (a) a Disqualified Organization, (b) any other Person so designated by the Certificate Registrar who is
 
 
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unable to provide an Opinion of Counsel (provided at the expense of such Person or the Person requesting the transfer) to the effect that the transfer of an Ownership Interest in any Class R Certificate to such Person will not cause the Trust Fund to fail to qualify as one or more REMICs at any time that the Certificates are outstanding, (c) a Person that is a Non-U.S. Tax Person (other than (i) a Non-U.S. Tax Person in whose hands the income from such Class R Certificate is effectively connected with the conduct of a trade or business within the United States and that has furnished the transferor and the Certificate Registrar with an effective Internal Revenue Service Form W-8ECI or other prescribed form or (ii) a Non-U.S. Tax Person, if in connection with the proposed transfer of such Class R Certificate, the transferor provides an Opinion of Counsel to the Certificate Registrar to the effect that such transfer will not be disregarded for federal income tax purposes under Treasury Regulations Section 1.860G-3), (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-U.S. Tax Person or (e) a U.S. 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 U.S. Tax Person.
 
Person”: Any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.
 
Plan”: As defined in Section 5.03(m).
 
Prepayment Assumption”: A “constant prepayment rate” of 0% used for determining the accrual of original issue discount and market discount, if any, and the amortization premium, if any, on the Certificates for federal income tax purposes; provided that it is assumed that each Mortgage Loan with an Anticipated Repayment Date prepays on such date.
 
Prepayment Interest Excess”: For any Distribution Date and with respect to any Mortgage Loan, any Serviced Pari Passu Companion Loan or ESK Companion Loan that was subject to a Principal Prepayment in full or in part during the related Due Period, which Principal Prepayment was applied to such Mortgage Loan, Serviced Pari Passu Companion Loan or ESK Companion Loan, as applicable, after the related Due Date and prior to the following Determination Date, the amount of interest (net of the related Servicing Fees and any Excess Interest), to the extent collected from the related Mortgagor (without regard to any prepayment premium or Yield Maintenance Charge actually collected), that would have accrued at a rate per annum equal to the sum of (x) the related Net Mortgage Rate for such Mortgage Loan or ESK Companion Loan, as applicable, and (y) the Certificate Administrator Fee Rate and Senior Trust Advisor Fee Rate, on the amount of such Principal Prepayment from such Due Date to, but not including, the date of such prepayment (or any later date through which interest accrues).
 
Prepayment Interest Shortfall”: For any Distribution Date and with respect to any Mortgage Loan, any Serviced Pari Passu Companion Loan or ESK Companion Loan that was subject to a Principal Prepayment in full or in part during the related Due Period, which Principal Prepayment was applied to such Mortgage Loan, Serviced Pari Passu Companion Loan or ESK Companion Loan, as applicable, after the related Determination Date (or, with respect to
 
 
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each Mortgage Loan, Serviced Pari Passu Companion Loan or ESK Companion Loan, as applicable, with a Due Date occurring after the related Determination Date, the related Due Date) and prior to the following Due Date, the amount of interest (net of the related Servicing Fees and any Excess Interest), to the extent not collected from the related Mortgagor (without regard to any prepayment premium or Yield Maintenance Charge actually collected), that would have accrued at a rate per annum equal to the sum of (x) the related Net Mortgage Rate for such Mortgage Loan or ESK Companion Loan, as applicable and (y) the Certificate Administrator Fee Rate and the Senior Trust Advisor Fee Rate, on the amount of such Principal Prepayment during the period commencing on the date as of which such Principal Prepayment was applied to such Mortgage Loan or ESK Companion Loan, as applicable, and ending on such following Due Date. With respect to the ESK Whole Loan, any Prepayment Interest Shortfall for any Distribution Date shall be allocated first to the ESK Companion Loan (and, correspondingly, the Class ESK Certificates) and then to the ESK Mortgage Loan. Shortfalls allocable to ESK Companion Loan as a result of Prepayment Interest Shortfalls not covered by Compensating Interest Payments shall be allocated to the Class ESK Certificates.
 
Primary Collateral”: With respect to any Crossed Underlying Loan, that portion of the Mortgaged Property designated as directly securing such Crossed Underlying Loan and excluding any Mortgaged Property as to which the related lien may only be foreclosed upon by exercise of the cross-collateralization provisions of such Crossed Underlying Loan.
 
Primary Servicing Fee”: The monthly fee payable by the Master Servicer solely from the Servicing Fee to each Initial Sub-Servicer, which monthly fee accrues at the rate per annum specified as such in the Sub-Servicing Agreement with such Initial Sub-Servicer.
 
Prime Rate”: The “Prime Rate” as published in the “Money Rates” section of the New York City edition of The Wall Street Journal (or, if such section or publication is no longer available, such other comparable publication as determined by the Certificate Administrator in its reasonable discretion) as may be in effect from time to time, or, if the “Prime Rate” no longer exists, such other comparable rate (as determined by the Certificate Administrator in its reasonable discretion) as may be in effect from time to time.
 
Principal Balance Certificates”: Each of the Class A-1, Class A-2, Class A-3, Class A-4A1, Class A-4A2, Class A-5, Class A-SB, Class A-S, Class B, Class C, Class D, Class E, Class F and Class NR Certificates.
 
Principal Distribution Amount”: With respect to any Distribution Date and the Principal Balance Certificates, an amount equal to the sum of the following amounts: (a) the Principal Shortfall for such Distribution Date, (b) the Scheduled Principal Distribution Amount for such Distribution Date and (c) the Unscheduled Principal Distribution Amount for such Distribution Date; provided that the Principal Distribution Amount for any Distribution Date shall be reduced, to not less than zero, by the amount of any reimbursements of (A) Nonrecoverable Advances, with interest on such Nonrecoverable Advances at the Reimbursement Rate that are paid or reimbursed from principal collections on the Mortgage Loans in a period during which such principal collections would have otherwise been included in the Principal Distribution Amount for such Distribution Date and (B) Workout-Delayed Reimbursement Amounts paid or reimbursed from principal collections on the Mortgage Loans
 
 
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in a period during which such principal collections would have otherwise been included in the Principal Distribution Amount for such Distribution Date (provided that, in the case of clauses (A) and (B) above, if any of the amounts that were reimbursed from principal collections on the Mortgage Loans are subsequently recovered on the related Mortgage Loan, such recovery will increase the Principal Distribution Amount for the Distribution Date related to the period in which such recovery occurs). With respect to each Class of Exchangeable Certificates and the Class EC Certificates, for purposes of determining allocations and distributions under Section 4.01(a) of this Agreement as between the Exchangeable Certificates and the Class EC Certificates, all allocations of principal to each Class of Exchangeable Certificates for any Distribution Date shall be determined without regard to any exchange and conversion of such Exchangeable Certificates for Class EC Certificates; provided, however, that all amounts of principal that are allocable to Exchangeable Certificates that have been exchanged and converted to Class EC Certificates shall be deemed allocable to and shall be distributable to such Class EC Certificates, without duplication.
 
Principal Prepayment”: Any payment of principal made by the Mortgagor on a Mortgage Loan or ESK Companion Loan that is received in advance of its scheduled Due Date as a result of such prepayment.
 
Principal Shortfall”: For any Distribution Date after the initial Distribution Date with respect to the Mortgage Loans, the amount, if any, by which (a) the related Principal Distribution Amount for the preceding Distribution Date, exceeds (b) the aggregate amount distributed in respect of principal on the Class A-1, Class A-2, Class A-3, Class A-4A1, Class A-4A2, Class A-5, Class A-SB, Class A-S, Class B, Class C, Class D, Class E, Class F and Class NR Certificates for such preceding Distribution Date pursuant to Section 4.01(a) on such preceding Distribution Date. The Principal Shortfall for the initial Distribution Date will be zero. With respect to each Class of Exchangeable Certificates and the Class EC Certificates, for purposes of determining allocations and distributions under Section 4.01(a) of this Agreement as between the Exchangeable Certificates and the Class EC Certificates, all Principal Shortfalls of each Class of Exchangeable Certificates for any Distribution Date shall be determined without regard to any exchange and conversion of such Exchangeable Certificates for Class EC Certificates; provided, however, that all Principal Shortfalls that are allocable to Exchangeable Certificates that have been exchanged and converted for Class EC Certificates shall be deemed allocable to such Class EC Certificates, without duplication.
 
Privileged Communications”: Any correspondence between the Directing Certificateholder and the Special Servicer referred to in clause (i) of the definition of “Privileged Information”.
 
Privileged Information”: Any (i) correspondence between the Directing Certificateholder and the Special Servicer related to any Specially Serviced Mortgage Loan or the exercise of the Directing Certificateholder’s consent or consultation rights under this Agreement, (ii) strategically sensitive information that the Special Servicer has reasonably determined could compromise the Trust Fund’s position in any ongoing or future negotiations with the related Mortgagor or other interested party and (iii) information subject to attorney-client privilege. Both the Master Servicer and the Special Servicer shall be entitled to rely on
 
 
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any identification of materials as “attorney-client privileged” without liability for any such reliance hereunder.
 
Privileged Person”: The Depositor and its designees, the Initial Purchasers, the Underwriters, the Mortgage Loan Sellers, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, any Additional Servicer designated by the Master Servicer or the Special Servicer, the Directing Certificateholder (but only prior to the occurrence of a Consultation Termination Event), the ESK Directing Certificateholder (solely with respect to the ESK Whole Loan, but only prior to an ESK Control Appraisal Period), the Senior Trust Advisor, any affiliate of the Senior Trust Advisor designated by the Senior Trust Advisor, any Companion Holder who provides an Investor Certification, any Person who provides the Certificate Administrator with an Investor Certification and any NRSRO (including any Rating Agency) that provides the Certificate Administrator with an NRSRO Certification, which Investor Certification and NRSRO Certification may be submitted electronically via the Certificate Administrator’s Website; provided, that in no event may a Mortgagor, a manager of a Mortgaged Property, an affiliate, principal, partner, member, joint venture, limited partner, employee, representative, director, advisor or investor in any of the foregoing or an agent of any of the foregoing or a mezzanine lender for which an event has occurred that would permit acceleration or who has commenced foreclosure proceedings be considered a Privileged Person. In determining whether any person is an Additional Servicer or an affiliate of the Senior Trust Advisor, the Certificate Administrator may rely on direction by the Master Servicer, the Special Servicer, each Mortgage Loan Seller or the Senior Trust Advisor, as the case may be.
 
Prohibited Party”: Any proposed Servicing Function Participant that is listed on the Depositor’s Do Not Hire List.
 
Prohibited Prepayment”: As defined in the definition of Compensating Interest Payments.
 
Prospectus”: The Prospectus, dated October 1, 2014, as supplemented by the Prospectus Supplement.
 
Prospectus Supplement”: The Prospectus Supplement, dated October 10, 2014, relating to the offering of the Offered Certificates.
 
PTCE”: Prohibited Transaction Class Exemption.
 
Purchase Price”: With respect to any Mortgage Loan or ESK Companion Loan (or any related REO Loan) (including, to the extent required pursuant to the final paragraph hereof, any related Companion Loan) to be purchased pursuant to (A) Section 6 of the related Mortgage Loan Purchase Agreement by the related Mortgage Loan Seller, (B) Section 3.18, or (C) Section 9.01, a price, without duplication, equal to:
 
(i)              the outstanding principal balance of such Mortgage Loan or ESK Companion Loan (or any related REO Loan (including for such purpose, to the extent required pursuant to the final paragraph hereof, the related Companion Loan)) as of the date of purchase; plus
 
 
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(ii)             all accrued and unpaid interest on such Mortgage Loan or ESK Companion Loan (or any related REO Loan (including for such purpose, to the extent required pursuant to the final paragraph hereof, the related Companion Loan)), at the related Mortgage Rate in effect from time to time (exclusive of Default Interest and Excess Interest) to, but not including, the Due Date immediately preceding the Determination Date for the related Distribution Date in which such Purchase Price is included in the Available Distribution Amount or Class ESK Available Distribution Amount; plus
 
(iii)            all related Servicing Advances that have not been reimbursed out of collections from such Mortgage Loan or ESK Companion Loan (or any related REO Loan) and accrued and unpaid interest on related Advances at the Reimbursement Rate, and any Special Servicing Fees (whether paid or unpaid), and all additional Trust Fund expenses (except for Liquidation Fees) in respect of such Mortgage Loan or ESK Companion Loan (or any related REO Loan (including for such purpose, to the extent required pursuant to the final paragraph hereof, the related Companion Loan)); plus
 
(iv)            if such Mortgage Loan or ESK Companion Loan (or any related REO Loan) is being repurchased or substituted by the related Mortgage Loan Seller, pursuant to Section 6 of the applicable Mortgage Loan Purchase Agreement, all reasonable out-of-pocket expenses reasonably incurred or to be incurred by the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator and the Trustee in respect of the Breach or Defect giving rise to the repurchase or substitution obligation, including any expenses arising out of the enforcement of the repurchase or substitution obligation, including, without limitation, legal fees and expenses and any expenses of the Trust Fund relating to such Mortgage Loan or ESK Companion Loan (or any related REO Loan); plus
 
(v)             Liquidation Fees, if any, payable with respect to such Mortgage Loan or ESK Companion Loan (or any related REO Loan) (which will not include any Liquidation Fees if such repurchase occurs prior to the expiration of the Extended Cure Period).
 
Solely with respect to any Serviced Whole Loan or ESK Whole Loan to be sold pursuant to Section 3.18(a)(iii), “Purchase Price” shall mean the amount calculated in accordance with the preceding sentence in respect of the related Whole Loan or ESK Whole Loan, including, for such purposes, the Mortgage Loan and the related Companion Loan or ESK Companion Loan, as applicable. With respect to any REO Property to be sold pursuant to Section 3.18(b), “Purchase Price” shall mean the amount calculated in accordance with the preceding sentence in respect of the related REO Loan (including any related Companion Loan or ESK Companion Loan). With respect to any sale pursuant to Section 3.18(a)(ii) or Section 3.18(e) or for purposes of calculating any Gain-on-Sale Proceeds, the “Purchase Price” shall be allocated between the related Mortgage Loan and Companion Loan or ESK Companion Loan, as applicable, in accordance with, and shall be equal to the amount provided pursuant to, the provisions of the related Intercreditor Agreement. Notwithstanding the foregoing, with respect to any repurchase
 
 
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pursuant to subclause (A) and subclause (C) hereof, the “Purchase Price” shall not include any amounts payable in respect of any related Companion Loan.
 
Solely with respect to the Grapevine Mills Mortgage Loan (or either of the Mortgage Notes comprising the Grapevine Mills Mortgage Loan) in the event it is to be purchased pursuant to Section 6 of the related Mortgage Loan Purchase Agreement by the related Mortgage Loan Seller or Mortgage Loan Sellers, the “Purchase Price” payable by JPMorgan Chase Bank, National Association or CFI, as applicable, shall be calculated solely based on the principal balance of the Mortgage Note sold to the Depositor by such Mortgage Loan Seller and such Mortgage Note’s pro rata share of any other items listed in clauses (i) through (v) above.
 
Qualified Institutional Buyer”: A “qualified institutional buyer” as defined in Rule 144A under the Act.
 
Qualified Insurer”: (i) With respect to any Mortgage Loan, ESK Companion Loan, REO Loan or REO Property, an insurance company or security or bonding company qualified to write the related Insurance Policy in the relevant jurisdiction with an insurance financial strength rating of at least: (a) “A3” by Moody’s (or, if not rated by Moody’s, at least “A-“ by one other nationally recognized insurance rating organization (which may include Fitch or KBRA)) and (b) “A-” by Fitch (or, if not rated by Fitch, at least “A-” by one other nationally recognized insurance rating organization (which may include Moody’s or KBRA) and (ii) with respect to the fidelity bond and errors and omissions insurance policy required to be maintained pursuant to Section 3.07(c), except as otherwise permitted by Section 3.07(c), an insurance company that has a claims paying ability (or the obligations which are guaranteed or backed by a company having such claims paying ability) rated by at least one of the following Rating Agencies of at least (a) “A3” by Moody’s, (b) “A-“ by S&P, (c) “A-“ by Fitch, (d) “A-:X” by A.M. Best Company, Inc. or, (e) “A(low)” by DBRS, or, in the case of clauses (i) or (ii), any other insurer acceptable to the Rating Agencies, as evidenced by a Rating Agency Confirmation.
 
Qualified Replacement Special Servicer”: A replacement special servicer that (i) satisfies all of the eligibility requirements applicable to special servicers contained in this Agreement, (ii) is not an Affiliate of the Senior Trust Advisor, (iii) is not obligated to pay the Senior Trust Advisor (x) any fees or otherwise compensate the Senior Trust Advisor in respect of its obligations under this Agreement, and (y) for the appointment of the successor special servicer or the recommendation by the Senior Trust Advisor for the replacement Special Servicer to become the Special Servicer, (iv) is not entitled to receive any compensation from the Senior Trust Advisor other than compensation that is not material and is unrelated to the Senior Trust Advisor’s recommendation that such party be appointed as the replacement special servicer, (v) is not entitled to receive any fee from the Senior Trust Advisor for its appointment as successor special servicer, in each case, unless such fee is expressly approved by 100% of the Certificateholders, (vi) is not a special servicer that has been cited by Moody’s as having servicing concerns as the sole or a material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a rating downgrade or withdrawal) of securities in a transaction serviced by the applicable servicer prior to the time of determination, (vii) currently has a special servicer rating of at least “CSS3” from Fitch and (viii) is not a special servicer that has been cited by KBRA as having servicing concerns as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on
 
 
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“watch status” in contemplation of a ratings downgrade or withdrawal) of securities in a transaction serviced by the applicable servicer prior to the time of determination.
 
Qualified Substitute Mortgage Loan”: A substitute mortgage loan (other than with respect to the Grapevine Mills Mortgage Loan, the Columbus Square Mortgage Loan, the 17 State Street Mortgage Loan, the Hilton Houston Post Oak Mortgage Loan or the Canyon Ranch Portfolio Mortgage Loan, as applicable, for which no substitution will be permitted) replacing a deleted Mortgage Loan or ESK Companion Loan that must, on the date of substitution: (i) have an outstanding principal balance, after application of all scheduled payments of principal and interest due during or prior to the month of substitution, whether or not received, not in excess of the Stated Principal Balance of the deleted Mortgage Loan or ESK Companion Loan as of the Due Date in the calendar month during which the substitution occurs; (ii) have a Mortgage Rate not less than the Mortgage Rate of the deleted Mortgage Loan or ESK Companion Loan; (iii) have the same Due Date as and grace period no longer than that of the deleted Mortgage Loan; (iv) accrue interest on the same basis as the deleted Mortgage Loan or ESK Companion Loan (for example, on the basis of a 360 day year consisting of twelve 30-day months); (v) have a remaining term to stated maturity not greater than, and not more than two (2) years less than, the remaining term to stated maturity of the deleted Mortgage Loan; (vi) have a then-current loan-to-value ratio equal to or less than the lesser of the loan-to-value ratio for the deleted Mortgage Loan or ESK Companion Loan as of the Closing Date and 75%, in each case using the “value” for the Mortgaged Property as determined using an MAI appraisal; (vii) comply (except in a manner that would not be adverse to the interests of the Certificateholders) as of the date of substitution in all material respects with all of the representations and warranties set forth in the applicable Mortgage Loan Purchase Agreement; (viii) have an environmental report that indicates no material adverse environmental conditions with respect to the related Mortgaged Property and which will be delivered as a part of the related Mortgage File; (ix) have a then-current debt service coverage ratio at least equal to the greater of the original debt service coverage ratio of the deleted Mortgage Loan or ESK Companion Loan as of the Closing Date and 1.25x; (x) constitute a “qualified replacement mortgage” within the meaning of Section 860G(a)(4) of the Code as evidenced by an Opinion of Counsel (provided at the applicable Mortgage Loan Seller’s expense); (xi) not have a maturity date or an amortization period that extends to a date that is after the date two (2) years prior to the Rated Final Distribution Date; (xii) have comparable prepayment restrictions to those of the deleted Mortgage Loan or ESK Companion Loan; (xiii) not be substituted for a deleted Mortgage Loan or ESK Companion Loan unless the Trustee and the Certificate Administrator have received Rating Agency Confirmation from each Rating Agency (the cost, if any, of obtaining such Rating Agency Confirmation to be paid by the applicable Mortgage Loan Seller); (xiv) have been approved, so long as a Control Event has not occurred and is not continuing, by the Directing Certificateholder; (xv) prohibit defeasance within two (2) years of the Closing Date; (xvi) not be substituted for a deleted Mortgage Loan or ESK Companion Loan if it would result in the termination of the REMIC status of either of the REMICs established under this Agreement or the imposition of tax on either of such REMICs other than a tax on income expressly permitted or contemplated to be imposed by the terms of this Agreement, as determined by an Opinion of Counsel; (xvii) have an engineering report with respect to the related Mortgaged Property that will be delivered as a part of the related Servicing File; and (xviii) be current in the payment of all scheduled payments of principal and interest then due. In the event that more than one mortgage loan is substituted for a deleted Mortgage Loan or ESK
 
 
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Companion Loan, then the amounts described in clause (i) shall be determined on the basis of aggregate Stated Principal Balances and each such proposed Qualified Substitute Mortgage Loan shall individually satisfy each of the requirements specified in clauses (ii) through (xviii); provided that the rates described in clause (ii) above and the remaining term to stated maturity referred to in clause (v) above shall be determined on a weighted average basis; provided, further, that no individual Mortgage Rate (net of the Servicing Fee Rate, the Certificate Administrator Fee Rate and the Senior Trust Advisor Fee Rate) shall be lower than the highest fixed Pass-Through Rate (and not based on, or subject to a cap equal to, the Weighted Average Net Mortgage Rate) of any class of Principal Balance Certificates having a Certificate Balance then outstanding. When a Qualified Substitute Mortgage Loan is substituted for a deleted Mortgage Loan or ESK Companion Loan, the applicable Mortgage Loan Seller shall certify that the Qualified Substitute Mortgage Loan meets all of the requirements of the above definition and shall send such certification to the Trustee, the Certificate Administrator and, prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder.
 
RAC No-Response Scenario”: As defined in Section 3.30(a).
 
RAIT”: RAIT Funding, LLC, and its successors in interest.
 
RAIT Financial Trust Guaranty”: That certain letter agreement dated as of October 1, 2014, by RAIT Financial Trust in favor of the Depositor related to the Mortgage Loan Purchase Agreement entered into by RAIT.
 
Rated Final Distribution Date”: As to each Class of Certificates, the Distribution Date in November 2047.
 
Rating Agency”: Each of Moody’s, Fitch and KBRA or their successors in interest. If no such rating agency nor any successor thereof remains in existence, “Rating Agency” shall be deemed to refer to such nationally recognized statistical rating agency or other comparable Person reasonably designated by the Depositor, notice of which designation shall be given to the Trustee, the Certificate Administrator, the Special Servicer and the Master Servicer, and specific ratings of Moody’s, Fitch and KBRA herein referenced shall be deemed to refer to the equivalent ratings of the party so designated.
 
Rating Agency Confirmation”: With respect to any matter, confirmation in writing (which may be in electronic form) by each applicable Rating Agency that a proposed action, failure to act or other event so specified will not, in and of itself, result in the downgrade, withdrawal or qualification of the then-current rating assigned to any Class of Certificates (if then rated by the Rating Agency); provided that a written waiver or other acknowledgment from the Rating Agency indicating its decision not to review the matter for which the Rating Agency Confirmation is sought shall be deemed to satisfy the requirement for the Rating Agency Confirmation from each Rating Agency with respect to such matter.
 
Rating Agency Inquiry”: As defined in Section 4.08(c).
 
Rating Agency Q&A Forum and Document Request Tool”: As defined in Section 4.08(c).
 
 
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Record Date”: With respect to any Distribution Date, the last Business Day of the month immediately preceding the month in which such Distribution Date occurs.
 
Regular Certificates”: Any of the Class A-1, Class A-2, Class A-3, Class A-4A1, Class A-4A2, Class A-5, Class A-SB, Class A-S, Class B, Class C, Class D, Class E, Class F, Class NR, Class X-A, Class X-B-1, Class X-B-2, Class X-C, Class X-D and Class X-E Certificates.
 
Regulation AB”: Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§ 229.1100-229.1123, as such rules 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 AB Companion Loan Securitization”: As defined in Section 11.15.
 
Regulation AB Servicing Officer”: Any officer or employee of the Master Servicer or the Special Servicer, as applicable, involved in, or responsible for, the administration and servicing of the Mortgage Loans, ESK Companion Loan or Companion Loans, or this Agreement and also, with respect to a particular matter, any other officer to whom such matter is referred because of such officer’s or employee’s knowledge of and familiarity with the particular subject, and, in the case of any certification required to be signed by a Servicing Officer, such an officer or employee whose name and specimen signature appears on a list of servicing officers furnished to the Trustee and/or the Certificate Administrator by the Master Servicer or the Special Servicer, as applicable, as such list may from time to time be amended.
 
Regulation D”: Regulation D under the Act.
 
Regulation S”: Regulation S under the Act.
 
Regulation S Book-Entry Certificates”: The Non-Registered Certificates sold to institutions that are non-United States Securities Persons in Offshore Transactions in reliance on Regulation S and represented by one or more Book-Entry Non-Registered Certificates deposited with the Certificate Administrator as custodian for the Depository.
 
Reimbursement Rate”: The rate per annum applicable to the accrual of interest on Servicing Advances in accordance with Section 3.03(d) and P&I Advances in accordance with Section 4.03(d), which rate per annum shall equal the Prime Rate.
 
Related Certificates,” and “Related Uncertificated Lower-Tier Interests”: For each of the following Classes of Certificates, the related Class of Uncertificated Lower-Tier Interests; and for the following Classes of Uncertificated Lower-Tier Interests or the related Class of Certificates, as applicable, set forth below:
 
 
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Related Certificates
 
Related Uncertificated
Lower-Tier Interest
Class A-1 Certificates
 
Class LA1 Uncertificated Interest
Class A-2 Certificates
 
Class LA2 Uncertificated Interest
Class A-3 Certificates
 
Class LA3 Uncertificated Interest
Class A-4A1 Certificates
 
Class LA4A1 Uncertificated Interest
Class A-4A2 Certificates
 
Class LA4A2 Uncertificated Interest
Class A-5 Certificates
 
Class LA5 Uncertificated Interest
Class A-SB Certificates
 
Class LASB Uncertificated Interest
Class A-S Certificates
 
Class LAS Uncertificated Interest
Class B Certificates
 
Class LB Uncertificated Interest
Class C Certificates
 
Class LC Uncertificated Interest
Class D Certificates
 
Class LD Uncertificated Interest
Class E Certificates
 
Class LE Uncertificated Interest
Class F Certificates
 
Class LF Uncertificated Interest
Class NR Certificates
 
Class LNR Uncertificated Interest
 
Relevant Servicing Criteria” means the Servicing Criteria applicable to a specific party, as set forth on Exhibit AA attached hereto. For clarification purposes, multiple parties can have responsibility for the same Relevant Servicing Criteria. With respect to a Servicing Function Participant engaged by the Trustee, the Certificate Administrator, the Master Servicer or the Special 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 and/or the Certificate Administrator.
 
REMIC”: A “real estate mortgage investment conduit” as defined in Section 860D of the Code (or any successor thereto).
 
REMIC Administrator”: The Certificate Administrator or any REMIC administrator appointed pursuant to Section 10.04.
 
REMIC Provisions”: Provisions of the federal income tax law relating to real estate mortgage investment conduits, which appear at Sections 860A through 860G of subchapter M of chapter 1 of the Code, and related provisions, and temporary and final Treasury Regulations (or proposed regulations that would apply by reason of their proposed effective date to the extent not inconsistent with temporary or final regulations) and any rulings or announcements promulgated thereunder, as the foregoing may be in effect from time to time.
 
Rents from Real Property”: With respect to any REO Property, gross income of the character described in Section 856(d) of the Code.
 
REO Account”: A segregated custodial account or accounts created and maintained by the Special Servicer pursuant to Section 3.16(b) on behalf of the Trustee for the benefit of the Certificateholders and with respect to any Serviced Whole Loan for the benefit of the related Serviced Companion Noteholder, which shall initially be entitled “LNR Partners, LLC, or the applicable successor special servicer, as Special Servicer, on behalf of
 
 
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Wilmington Trust, National Association, as Trustee, for the benefit of registered holders of JPMBB Commercial Mortgage Securities Trust 2014-C24, Commercial Mortgage Pass-Through Certificates, Series 2014-C24, REO Account”. Any such account or accounts shall be an Eligible Account.
 
REO Acquisition”: The acquisition for federal income tax purposes of any REO Property pursuant to Section 3.09.
 
REO Disposition”: The sale or other disposition of the REO Property pursuant to Section 3.18.
 
REO Extension”: As defined in Section 3.16(a).
 
REO Loan”: Each of the Mortgage Loans (and, with respect to any Serviced Whole Loan or the ESK Whole Loan, the related Companion Loan or ESK Companion Loan, as applicable), deemed for purposes hereof to be outstanding with respect to each REO Property. Each REO Loan shall be deemed to be outstanding for so long as the applicable portion of the related REO Property (or beneficial interest therein, in the case of a Non-Serviced Mortgage Loan) remains part of the Trust Fund and provides for Assumed Scheduled Payments on each Due Date therefor, and otherwise has the same terms and conditions as its predecessor Mortgage Loan, Companion Loan or ESK Companion Loan, if applicable, including, without limitation, with respect to the calculation of the Mortgage Rate in effect from time to time (such terms and conditions to be applied without regard to the default on such predecessor Mortgage Loan, Companion Loan or ESK Companion Loan, if applicable). Each REO Loan shall be deemed to have an initial outstanding principal balance and Stated Principal Balance equal to the outstanding principal balance and Stated Principal Balance, respectively, of its predecessor Mortgage Loan, Companion Loan or ESK Companion Loan, if applicable, as of the date of the related REO Acquisition. All amounts due and owing in respect of the predecessor Mortgage Loan, Companion Loan or ESK Companion Loan, if applicable, as of the date of the related REO Acquisition, including, without limitation, accrued and unpaid interest, shall continue to be due and owing in respect of a REO Loan. All amounts payable or reimbursable to the Master Servicer, the Special Servicer, the Senior Trust Advisor, the Certificate Administrator or the Trustee, as applicable, in respect of the predecessor Mortgage Loan, Companion Loan or ESK Companion Loan, if applicable, as of the date of the related REO Acquisition, including, without limitation, any unpaid Special Servicing Fees and Servicing Fees, additional Trust Fund expenses and any unreimbursed Advances, together with any interest accrued and payable to the Master Servicer or the Trustee, as applicable, in respect of such Advances in accordance with Section 3.03(d) or Section 4.03(d), shall continue to be payable or reimbursable to the Master Servicer, the Special Servicer, the Senior Trust Advisor, the Certificate Administrator or the Trustee, as applicable, in respect of an REO Loan. In addition, Unliquidated Advances and Nonrecoverable Advances with respect to such REO Loan, in each case, that were paid from collections on the related Mortgage Loans and resulted in principal distributed to the Certificateholders being reduced as a result of the first proviso in the definition of “Principal Distribution Amount” shall be deemed outstanding until recovered. Notwithstanding anything to the contrary, with respect to each Serviced Whole Loan or ESK Whole Loan, no amounts relating to the related REO Property or REO Loan allocable to the related Serviced Pari Passu Companion Loan or ESK Companion Loan, as applicable, will be available for amounts due to
 
 
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the Certificateholders or to reimburse the Trust, other than in the limited circumstances related to Servicing Advances, indemnification payments, Special Servicing Fees and other reimbursable expenses related to such Serviced Whole Loan or ESK Whole Loan incurred with respect to such Serviced Whole Loan, in accordance with Section 3.05(a), or with respect to an AB Subordinate Companion Loan or the ESK Companion Loan, as set forth in the related Intercreditor Agreement.
 
REO Property”: A Mortgaged Property acquired by the Special Servicer on behalf of, and in the name of, the Trustee or a nominee thereof for the benefit of the Certificateholders (and the related Companion Holder, subject to the related Intercreditor Agreement, with respect to a Mortgaged Property securing a Serviced Whole Loan) to the extent set forth herein and the Trustee (as holder of the Uncertificated Lower-Tier Interests) (and also including, if applicable, the Trust Fund’s beneficial interest in a Non-Serviced Mortgaged Property acquired by the applicable Non-Serviced Special Servicer on behalf of, and in the name of, the applicable Non-Serviced Trustee or a nominee thereof for the benefit of the certificateholders under the applicable Non-Serviced Trust) through foreclosure, acceptance of a deed in lieu of foreclosure or otherwise in accordance with applicable law in connection with the default or imminent default of a Mortgage Loan. References herein to the Special Servicer acquiring, maintaining, managing, inspecting, insuring, selling or reporting or to Appraisal Reductions and Final Recovery Determinations with respect to an “REO Property”, shall not include the Trust Fund’s beneficial interest in a Non-Serviced Mortgaged Property. For the avoidance of doubt, REO Property, to the extent allocable to a Companion Loan, shall not be an asset of the Trust Fund, any Trust REMIC or the Grantor Trust.
 
REO Revenues”: All income, rents and profits derived from the ownership, operation or leasing of any REO Property.
 
Reportable Event”: As defined in Section 11.07.
 
Reporting Requirements”: As defined in Section 11.12.
 
Reporting Servicer”: The Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Senior Trust Advisor, the Custodian or any Servicing Function Participant engaged by such parties, as the case may be.
 
Repurchase Request”: As defined in Section 2.02(g).
 
Repurchase Request Recipient”: As defined in Section 2.02(g).
 
Request for Release”: A release signed by a Servicing Officer of the Master Servicer or the Special Servicer, as applicable, in the form of Exhibit E attached hereto.
 
Requesting Holders”: As defined in Section 4.05(b).
 
Requesting Party”: As defined in Section 3.30(a).
 
Residual Ownership Interest”: Any record or beneficial interest in the Class R Certificates.
 
 
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Responsible Officer”: When used with respect to (i) the Trustee, any officer of the Corporate Trust Office of the Trustee with direct responsibility for the administration of this Agreement and, with respect to a particular matter, any other officer to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject and (ii) the Certificate Administrator, any officer assigned to the Corporate Trust Services group with direct responsibility for the administration of this Agreement and, with respect to a particular matter, any other officer to whom a particular matter is referred by the Certificate Administrator because of such officer’s knowledge of and familiarity with the particular subject.
 
Restricted Period”: The 40-day period prescribed by Regulation S commencing on the later of (a) the date upon which Certificates are first offered to Persons other than the Initial Purchasers or Underwriters and any other distributor (as such term is defined in Regulation S) of the Certificates and (b) the Closing Date.
 
Retained Fee Rate”: An amount equal to 0.0025% per annum with respect to each Mortgage Loan.
 
Review Package”: A Rating Agency Confirmation request and any supporting documentation delivered therewith.
 
Revised Rate”: With respect to any ARD Loan, the increased interest rate after the related Anticipated Repayment Date (in the absence of a default) for each applicable Mortgage Loan, as calculated and as set forth in the related Mortgage Loan.
 
Rule 144A”: Rule 144A under the Act.
 
Rule 144A Book-Entry Certificate”: With respect to the Non-Registered Certificates offered and sold in reliance on Rule 144A, a single, permanent Book-Entry Certificate, in definitive, fully registered form without interest coupons.
 
S&P”: Standard & Poor’s Ratings Services, and its successors in interest. If neither S&P nor any successor remains in existence, “S&P” shall be deemed to refer to such other nationally recognized statistical rating agency or other comparable Person reasonably designated by the Depositor, notice of which designation shall be given to the Trustee, the Certificate Administrator, the Master Servicer, the Directing Certificateholder and the Special Servicer and specific ratings of S&P herein referenced shall be deemed to refer to the equivalent ratings of the party so designated.
 
Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002 and the rules and regulations of the Commission promulgated thereunder (including any interpretations thereof by the Commission’s staff).
 
Sarbanes-Oxley Certification”: As defined in Section 11.05(a).
 
Scheduled Principal Distribution Amount”: With respect to any Distribution Date and the Mortgage Loans, the aggregate of the principal portions of the following: (a) all Monthly Payments (excluding Balloon Payments) due in respect of such Mortgage Loans during or, if and to the extent not previously received or advanced pursuant to Section 4.03 in respect of
 
 
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a preceding Distribution Date (and not previously distributed to Certificateholders), prior to, the related Due Period, and all Assumed Scheduled Payments with respect to the Mortgage Loans for the related Due Period, in each case to the extent either (i) paid by the Mortgagor as of the Determination Date (or, with respect to each Mortgage Loan with a Due Date occurring or a grace period ending after the related Determination Date, the related Due Date or last day of such grace period, as applicable, to the extent received by the Master Servicer as of the Business Day preceding the related P&I Advance Date) or (ii) advanced by the Master Servicer or the Trustee, as applicable, pursuant to Section 4.03 in respect of such Distribution Date, and (b) all Balloon Payments with respect to the Mortgage Loans to the extent received on or prior to the related Determination Date (or, with respect to each Mortgage Loan with a Due Date occurring or a grace period ending after the related Determination Date, the related Due Date or last day of such grace period, as applicable, to the extent received by the Master Servicer as of the Business Day preceding the related P&I Advance Date), and to the extent not included in clause (a) above.
 
Securities Act”: The Securities Act of 1933, as it may be amended from time to time.
 
Security Agreement”: With respect to any Mortgage Loan or the ESK Companion Loan, any security agreement or equivalent instrument, whether contained in the related Mortgage or executed separately, creating in favor of the holder of such Mortgage a security interest in the personal property constituting security for repayment of such Mortgage Loan.
 
Senior Certificate”: Any Class A (other than the Class A-S Certificates) or Class X Certificate.
 
Senior Trust Advisor”: Pentalpha Surveillance LLC, and its successors in interest and assigns, or any successor senior trust advisor appointed as herein provided.
 
Senior Trust Advisor Annual Report”: As defined in Section 3.31(c).
 
Senior Trust Advisor Consulting Fee”: A fee for each Major Decision on which the Senior Trust Advisor has consulting obligations and performed its duties with respect to such Major Decision equal to $10,000 with respect to any Mortgage Loan or such lesser amount as the related Mortgagor agrees to pay, payable pursuant to Section 3.05 of this Agreement; provided, however, that no such fee shall be payable unless specifically paid by the related Mortgagor as a separately identifiable fee; provided, further, that the Senior Trust Advisor may in its sole discretion reduce the Senior Trust Advisor Consulting Fee with respect to any Major Decision; provided, further, that the Master Servicer or Special Servicer, as applicable, may waive or reduce the amount of any Senior Trust Advisor Consulting Fee payable by the related Mortgagor if it determines that such full or partial waiver is in accordance with the Servicing Standard (provided that the Master Servicer or the Special Servicer, as applicable, shall consult, on a non-binding basis, with the Senior Trust Advisor prior to any such waiver or reduction).
 
Senior Trust Advisor Expenses”: With respect to any Distribution Date, an amount equal to any unreimbursed indemnification amounts or additional Trust Fund expenses
 
 
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payable to the Senior Trust Advisor pursuant to this Agreement (other than the Senior Trust Advisor Fee and the Senior Trust Advisor Consulting Fee).
 
Senior Trust Advisor Fee”: With respect to each Mortgage Loan, REO Loan and the ESK Companion Loan, the fee payable to the Senior Trust Advisor pursuant to Section 3.31(h).
 
Senior Trust Advisor Fee Rate”: With respect to each Interest Accrual Period related to any applicable Distribution Date, a per annum rate of 0.0017%.
 
Serviced AB Whole Loan”: For the avoidance of doubt, there are no Serviced AB Whole Loans related to the Trust.
 
Serviced Companion Loan”: Each of (a) prior to the Hilton Houston Post Oak Companion Loan Securitization Date, the Hilton Houston Post Oak Pari Passu Companion Loan and (b) a AB Subordinate Companion Loan related to any Serviced AB Whole Loan, as applicable.
 
Serviced Companion Loan Securities”: Any class of securities backed, wholly or partially, by any Serviced Pari Passu Companion Loan.
 
Serviced Companion Noteholder”: Each of the holders of (a) prior to the Hilton Houston Post Oak Companion Loan Securitization Date, the Hilton Houston Post Oak Pari Passu Companion Loan and (b) any AB Subordinate Companion Loan related to a Serviced AB Whole Loan, as applicable.
 
Serviced Mortgage Loan”: Each of (a) prior to the Hilton Houston Post Oak Companion Loan Securitization Date, the Hilton Houston Post Oak Mortgage Loan and (b) any AB Mortgage Loan related to a Serviced AB Whole Loan, as applicable.
 
Serviced Pari Passu Companion Loan”: Prior to the Hilton Houston Post Oak Companion Loan Securitization Date, the Hilton Houston Post Oak Pari Passu Companion Loan.
 
Serviced Pari Passu Mortgage Loan”: Prior to the Hilton Houston Post Oak Companion Loan Securitization Date, the Hilton Houston Post Oak Mortgage Loan.
 
Serviced Pari Passu Whole Loan”: Prior to the Hilton Houston Post Oak Companion Loan Securitization Date, the Hilton Houston Post Oak Whole Loan.
 
Serviced Securitized Companion Loan”: Any Companion Loan that is a component of a Serviced Whole Loan, if and for so long as each such Companion Loan is included in a Regulation AB Companion Loan Securitization.
 
Serviced Whole Loan”: Prior to the Hilton Houston Post Oak Companion Loan Securitization Date, the Hilton Houston Post Oak Whole Loan.
 
Serviced Whole Loan Controlling Holder”: The “Controlling Noteholder” or similar term identified in the Intercreditor Agreement related to a Serviced Whole Loan. For the
 
 
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avoidance of doubt, for so long as the Hilton Houston Post Oak Whole Loan remains a Serviced Whole Loan, the Directing Certificateholder shall be the “Serviced Whole Loan Controlling Holder” with respect to such Whole Loan.
 
Serviced Whole Loan Remittance Date”: With respect to any Serviced Companion Loan, the earlier of (A) two (2) Business Days prior to the related distribution date for each Other Securitization that includes such Serviced Companion Loan or (B) the fifteenth (15th) day of each calendar month (or, if the fifteenth (15th) calendar day of that month is not a Business Day, then the Business Day immediately succeeding such fifteenth (15th) calendar day), or such earlier date as required by the related Intercreditor Agreement; provided, however, such Serviced Whole Loan Remittance Date shall not be earlier than two (2) Business Days following the date the Master Servicer receives the related Monthly Payment with respect to such Serviced Whole Loan.
 
Servicer Termination Event”: One or more of the events described in Section 7.01(a).
 
Servicing Account”: The account or accounts created and maintained pursuant to Section 3.03(a).
 
Servicing Advances”: All customary, reasonable and necessary “out of pocket” costs and expenses (including attorneys’ fees and expenses and fees of real estate brokers) incurred by the Master Servicer, the Special Servicer, Certificate Administrator, or the Trustee, as applicable, in connection with the servicing and administering of (a) a Mortgage Loan (and in the case of a Serviced Mortgage Loan or the ESK Mortgage Loan, the related Serviced Companion Loan or ESK Companion Loan, as applicable), other than a Non-Serviced Mortgage Loan, in respect of which a default, delinquency or other unanticipated event has occurred or as to which a default is reasonably foreseeable or (b) an REO Property, including, in the case of each of such clause (a) and clause (b), but not limited to, (x) the cost of (i) compliance with the Master Servicer’s obligations set forth in Section 3.03(c), (ii) the preservation, restoration and protection of a Mortgaged Property, (iii) obtaining any Insurance and Condemnation Proceeds or any Liquidation Proceeds of the nature described in clauses (i) (vi) of the definition of “Liquidation Proceeds,” (iv) any enforcement or judicial proceedings with respect to a Mortgaged Property, including foreclosures and (v) the operation, leasing, management, maintenance and liquidation of any REO Property and (y) any amount specifically designated herein to be paid as a “Servicing Advance”. Notwithstanding anything to the contrary, “Servicing Advances” shall not include allocable overhead of the Master Servicer or the Special Servicer, such as costs for office space, office equipment, supplies and related expenses, employee salaries and related expenses and similar internal costs and expenses or costs and expenses incurred by any such party in connection with its purchase of a Mortgage Loan or REO Property. None of the Master Servicer, the Special Servicer nor the Trustee shall make any Servicing Advance in connection with the exercise of any cure rights or purchase rights granted to the holder of a Companion Loan or ESK Companion Loan under the related Intercreditor Agreement or this Agreement.
 
 
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Servicing Criteria”: The criteria set forth in paragraph (d) of Item 1122 of Regulation AB as such may be amended from time to time and which as of the Closing Date are listed on Exhibit AA hereto.
 
Servicing Fee”: With respect to each Mortgage Loan (including the Non-Serviced Mortgage Loan), Serviced Companion Loan, ESK Companion Loan and any REO Loan, the fee payable to the Master Servicer pursuant to the first paragraph of Section 3.11(a).
 
Servicing Fee Rate”: With respect to each Mortgage Loan (other than the Hilton Houston Post Oak Mortgage Loan), ESK Companion Loan and REO Loan, a per annum rate equal to the rate set forth on the Mortgage Loan Schedule under the heading “Servicing Fee Rate”, in each case computed on the basis of the Stated Principal Balance of the related Mortgage Loan, ESK Companion Loan or REO Loan in the same manner in which interest is calculated in respect of such loans. With respect to the Hilton Houston Post Oak Whole Loan, the “Servicing Fee Rate” (A) with respect to the Hilton Houston Post Oak Mortgage Loan (x) prior to the Hilton Houston Post Oak Companion Loan Securitization Date, shall be a per annum rate equal to 0.005% and (y) following the Hilton Houston Post Oak Companion Loan Securitization Date, shall be a per annum rate equal to 0.0025%, and (B) with respect to the Hilton Houston Post Oak Pari Passu Companion Loan, (x) prior to the Hilton Houston Post Oak Companion Loan Securitization Date, shall be a per annum rate equal to 0.005%, and (y) following the Hilton Houston Post Oak Companion Loan Securitization Date, shall be reduced to zero.
 
Servicing File”: A photocopy of all items required to be included in the Mortgage File, together with each of the following, to the extent such items were actually delivered to the related Mortgage Loan Seller, with respect to a Mortgage Loan and the ESK Companion Loan and (to the extent that the identified documents existed on or before the Closing Date and the applicable reference to Servicing File relates to any period after the Closing Date) delivered by the related Mortgage Loan Seller, to the Master Servicer: (i) a copy of any engineering reports or property condition reports; (ii) other than with respect to a hotel property (except with respect to tenanted commercial space within a hotel property), copies of a rent roll and, for any office, retail, industrial or warehouse property, a copy of all leases and estoppels and subordination and non-disturbance agreements delivered to the related Mortgage Loan Seller; (iii) copies of related financial statements or operating statements; (iv) all legal opinions (excluding attorney-client communications between the related Mortgage Loan Seller, and its counsel that are privileged communications or constitute legal or other due diligence analyses), Mortgagor’s certificates and certificates of hazard insurance and/or hazard insurance policies or other applicable insurance policies, if any, delivered in connection with the closing of the related Mortgage Loan; (v) a copy of the Appraisal for the related Mortgaged Property(ies); (vi) the documents that were delivered by or on behalf of the Mortgagor, which documents were required to be delivered in connection with the closing of the related Mortgage Loan; (vii) for any Mortgage Loan that the related Mortgaged Property is leased to a single tenant, a copy of the lease; and (viii) a copy of all environmental reports that were received by the applicable Mortgage Loan Seller, relating to the relevant Mortgaged Property.
 
Servicing Function Participant”: Any Additional Servicer, Sub-Servicer, Subcontractor or any other Person, other than the Master Servicer, the Special Servicer, the
 
 
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 Trustee, the Senior Trust Advisor and the Certificate Administrator, that is performing activities that address the Servicing Criteria, unless (i) such Person’s activities relate only to 5% or less of the Mortgage Loans by unpaid principal balance as of any date of determination in accordance with Article XI or (ii) the Depositor reasonably determines that a Master Servicer or the Special Servicer may, for the purposes of the Exchange Act reporting requirements pursuant to applicable Commission guidance, take responsibility for the assessment of compliance with the Servicing Criteria of such Person. The Servicing Function Participants as of the Closing Date are listed on Exhibit GG hereto. Exhibit GG shall be updated and provided to the Depositor and the Certificate Administrator in accordance with Section 11.10(c).
 
Servicing Officer”: Any officer and/or employee of the Master Servicer, the Special Servicer or any Additional Servicer involved in, or responsible for, the administration and servicing of the Mortgage Loans, Serviced Companion Loans or ESK Companion Loan, whose name and specimen signature appear on a list of servicing officers furnished by the Master Servicer, the Special Servicer or any Additional Servicer to the Certificate Administrator, the Trustee, the Senior Trust Advisor and the Depositor on the Closing Date as such list may be amended from time to time thereafter.
 
Servicing Standard”: As defined in Section 3.01(a).
 
Servicing Transfer Event”: With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan), related Companion Loan or ESK Companion Loan, the occurrence of any of the following events:
 
(i)            with respect to a Mortgage Loan, Companion Loan or ESK Companion Loan that is not a Balloon Mortgage Loan, (a) a payment default shall have occurred at its original Maturity Date, or (b) if the original Maturity Date of such Mortgage Loan, Companion Loan or ESK Companion Loan has been extended as provided herein, a payment default shall have occurred at such extended Maturity Date; or
 
(ii)           with respect to each Mortgage Loan, Companion Loan or ESK Companion Loan that is a Balloon Mortgage Loan, the Balloon Payment is delinquent and the related Mortgagor has not provided the Special Servicer, within sixty (60) days after the related Maturity Date, with a written and fully executed (subject only to customary final closing conditions) written commitment for refinancing, from an acceptable lender, reasonably satisfactory in form and substance to the Special Servicer (and the Special Servicer shall promptly forward such commitment to the Master Servicer), which provides that such refinancing will occur within one hundred-twenty (120) days of such related Maturity Date, provided that the Mortgage Loan and any related Companion Loan or ESK Companion Loan, as applicable, will become a Specially Serviced Mortgage Loan immediately if the related Mortgagor fails to diligently pursue such financing or to pay any Assumed Scheduled Payment on the related Due Date (subject to any applicable grace period) at any time before the refinancing or, if such refinancing does not occur, the related Mortgage Loan and any related Companion Loan or ESK Companion Loan, as applicable, will become a Specially Serviced Mortgage
 
 
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Loan at the end of such 120-day period (or for such shorter period beyond the date on which that Balloon Payment was due within which the refinancing is scheduled to occur pursuant to the commitment for refinancing or on which such commitment terminates); or
 
(iii)          any Monthly Payment (other than a Balloon Payment) is more than sixty (60) days delinquent (unless, in the case of a Serviced Whole Loan, ESK Whole Loan or Mortgage Loan with mezzanine debt, prior to such Monthly Payment becoming more than sixty (60) days delinquent the holders of the related Companion Loan, the Class ESK Directing Certificateholder or the holders of related mezzanine debt, as applicable, cures such delinquency, subject to the terms and provisions of the related Intercreditor Agreement); or
 
(iv)          the Master Servicer makes a judgment, or receives from the Special Servicer a written determination of the Special Servicer (with the consent, prior to the occurrence and continuance of any Control Event, of the Directing Certificateholder, in the case of the Special Servicer), that a payment default is imminent or reasonably foreseeable and is not likely to be cured by the related Mortgagor within sixty (60) days; or
 
(v)           a decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under any present or future federal or state bankruptcy, insolvency or similar law, or the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, is entered against the related Mortgagor; provided that if such decree or order is discharged or stayed within sixty (60) days of being entered, or if, as to a bankruptcy, the automatic stay is lifted within sixty (60) days of a filing for relief or the case is dismissed, upon such discharge, stay, lifting or dismissal such Mortgage Loan (and any related Companion Loan or ESK Companion Loan, as applicable), shall no longer be a Specially Serviced Mortgage Loan (and no Special Servicing Fees, Workout Fees or Liquidation Fees will be payable with respect thereto and any such fees actually paid shall be reimbursed to the Trust Fund by the Special Servicer); or
 
(vi)          the related Mortgagor shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to such Mortgagor or of or relating to all or substantially all of its property; or
 
(vii)         the related Mortgagor shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations; or
 
(viii)        a default of which the Master Servicer or the Special Servicer, as applicable, has notice (other than a failure by such Mortgagor to pay principal or
 
 
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interest) and which the Master Servicer or Special Servicer (in the case of the Special Servicer, prior to the occurrence and continuance of any Control Event, with the consent of the Directing Certificateholder) determines in its good faith reasonable judgment may materially and adversely affect the interests of the Certificateholders (including, with respect to the ESK Whole Loan, the Holders of the Class ESK Certificates) (and, with respect to any Serviced Whole Loan, the interests of the related Serviced Companion Noteholder), as a collective whole (taking into account the subordinate or pari passu nature of any Companion Loans or ESK Companion Loan, as the case may be), if applicable, has occurred and remained unremedied for the applicable grace period specified in the related Mortgage Loan or related Companion Loan or ESK Companion Loan documents, other than the failure to maintain terrorism insurance if such failure constitutes an Acceptable Insurance Default (or if no grace period is specified for those defaults which are capable of cure, sixty (60) days); or
 
(ix)          the Master Servicer or Special Servicer has received notice of the foreclosure or proposed foreclosure of any lien other than the Mortgage on the related Mortgaged Property; or
 
(x)           the Master Servicer or Special Servicer (in the case of the Special Servicer, prior to the occurrence and continuance of any Control Event, with the consent of the Directing Certificateholder) determines that (i) a default (other than as described in clause (iv) above) under a Mortgage Loan, related Companion Loan or ESK Companion Loan is imminent or reasonably foreseeable, (ii) such default will materially impair the value of the corresponding Mortgaged Property as security for the Mortgage Loan and related Companion Loan or ESK Companion Loan (if any) or otherwise materially adversely affect the interests of Certificateholders (including, with respect to the ESK Whole Loan, the Holders of the Class ESK Certificates) (and, with respect to any Serviced Whole Loan, the interests of the related Serviced Companion Noteholder), as a collective whole (taking into account the subordinate or pari passu nature of any Companion Loans or ESK Companion Loan, as the case may be), and (iii) the default will continue unremedied for the applicable cure period under the terms of the Mortgage Loan, related Companion Loan or ESK Companion Loan, as applicable, or, if no cure period is specified and the default is capable of being cured, for thirty (30) days (provided that such 30-day grace period does not apply to a default that gives rise to immediate acceleration without application of a grace period under the terms of the Mortgage Loan, related Companion Loan or ESK Companion Loan, as applicable; provided that any determination that a Servicing Transfer Event has occurred under this clause (x) with respect to any Mortgage Loan, related Companion Loan or ESK Companion Loan, as applicable, solely by reason of the failure (or imminent failure) of the related Mortgagor to maintain or cause to be maintained insurance coverage against damages or losses arising from acts of terrorism may only be made by the Special Servicer (prior to the occurrence and continuance of any Control Event, with the consent of the Directing Certificateholder);
 
 
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provided that any Mortgage Loan (excluding any Non-Serviced Mortgage Loan) that is cross-collateralized with a Specially Serviced Mortgage Loan shall be a Specially Serviced Mortgage Loan so long as such Mortgage Loan is cross-collateralized with a Specially Serviced Mortgage Loan. If any Serviced Companion Loan or ESK Companion Loan becomes a Specially Serviced Mortgage Loan, the related Serviced Mortgage Loan, or the ESK Mortgage Loan, as applicable, shall also become a Specially Serviced Mortgage Loan. If any Serviced Mortgage Loan or the ESK Mortgage Loan becomes a Specially Serviced Mortgage Loan, the related Serviced Companion Loan or ESK Companion Loan, as applicable, shall also become a Specially Serviced Mortgage Loan. With respect to a Non-Serviced Mortgage Loan, the occurrence of a “Servicing Transfer Event” shall be as defined in the Non-Serviced Pooling Agreement.
 
Significant Obligor”: As defined in Section 11.16.
 
Similar Law”: As defined in Section 5.03(m).
 
Sole Certificateholder”: Any Certificate Owner, or Certificate Owners acting in unanimity, of a Book-Entry Certificate or a Holder of a Definitive Certificate holding 100% of the then-outstanding Class X-C, Class X-D, Class X-E, Class E, Class F, Class ESK and Class NR Certificates; provided, however, that the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4A1, Class A-4A2, Class A-5, Class A-SB, Class A-S, Class B, Class C, Class EC and Class D Certificates have been retired.
 
Special Notice”: As defined in Section 5.06.
 
Special Servicer”: With respect to each of the Mortgage Loans (other than any Non-Serviced Mortgage Loan), the Serviced Companion Loans and the ESK Companion Loan, LNR Partners, LLC, and its successors in interest and assigns, or any successor special servicer appointed as herein provided.
 
Special Servicer Decision”: Collectively:
 
(i)            approval of leases, lease modifications or amendments or any requests for subordination, non-disturbance and attornment agreements or other similar agreements for leases in excess of the lesser of (i) 30,000 square feet and (ii) 30% of the net rentable area at any related Mortgaged Property;
 
(ii)           approval of any waiver regarding the receipt of financial statements (other than immaterial timing waivers including late financial statements);
 
(iii)         approval of annual budgets for the related Mortgaged Property that provide for (i) increases in operating expenses such that operating expenses equal more than 110% of the amount that was budgeted therefore in the prior year or (ii) payments to affiliates of the related Mortgagor (excluding affiliated managers paid at fee rates agreed to at the origination of the related Mortgage Loan);
 
 
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(iv)          approval of easements that materially affect the use or value of a Mortgaged Property or the Mortgagor’s ability to make payments with respect to the related Mortgage Loan;
 
(v)           any requests for the funding or disbursement of amounts from any escrow accounts, reserve funds or letters of credit held as “performance”, “earn-out” or “holdback” escrows or reserves including the funding or disbursement of any such amounts with respect to any of the Mortgage Loans securing the Mortgaged Properties specifically identified on Schedule 3 hereto, other than routine and/or customary escrow and reserve fundings or disbursements for which the satisfaction of performance related criteria is not required pursuant to the terms of the related Mortgage Loan documents (for the avoidance of doubt, any request for the funding or disbursement of ordinary course impounds, repair and replacement reserves, lender approved budget and operating expenses, and tenant improvements pursuant to an approved lease, each in accordance with the Mortgage Loan documents or any other funding or disbursement as mutually agreed upon by the Master Servicer and the Special Servicer, shall not constitute a Special Servicer Decision);
 
(vi)          in circumstances where no lender discretion is required other than confirming the satisfaction of the applicable terms of the Mortgage Loan documents (including determining whether any applicable terms or tests are satisfied), processing requests to incur additional debt in accordance with the terms of the Mortgage Loan documents;
 
(vii)         in circumstances where no lender discretion is required other than confirming the satisfaction of the applicable terms of the Mortgage Loan documents (including determining whether any applicable terms or tests are satisfied), processing requests for any release of collateral or any acceptance of substitute or additional collateral for a Mortgage Loan; provided that in any case Special Servicer Decisions shall not include releases, substitutions or additions of collateral in connection with a defeasance transaction;
 
(viii)        any modification, consent to a modification or waiver of any material term of any Intercreditor Agreement related to a Mortgage Loan or Serviced Whole Loan, or any action to enforce rights with respect thereto; and
 
(ix)           agreeing to any modification, waiver, consent or amendment of a Mortgage Loan or Serviced Whole Loan in connection with a defeasance if such proposed modification, waiver, consent or amendment is with respect to (i) a waiver of a Mortgage Loan event of default, (ii) a modification of the type of defeasance collateral required under the related Mortgage Loan documents such that defeasance collateral other than direct, non-callable obligations of the United States of America would be permitted or (iii) a modification that would permit a Principal Prepayment instead of defeasance if the related Mortgage Loan documents do not otherwise permit such Principal Prepayment; provid