DEUTSCHE MORTGAGE & ASSET RECEIVING CORPORATION,

Exhibit 4.4

Depositor,

XXXXX FARGO BANK, NATIONAL ASSOCIATION,

Master Servicer,

RIALTO CAPITAL ADVISORS, LLC,

Special Servicer,

WILMINGTON TRUST, NATIONAL ASSOCIATION,

Trustee,

XXXXX FARGO BANK, NATIONAL ASSOCIATION,

Certificate Administrator, Paying Agent and Custodian,

and

SITUS HOLDINGS, LLC,

Operating Advisor


	POOLING AND SERVICING AGREEMENT
	Dated as of September 1, 2014


	COMM 2014-UBS5 Mortgage Trust
	Commercial Mortgage Pass-Through Certificates

TABLE OF CONTENTS

		Page

ARTICLE I


DEFINITIONS

Section 1.01	Defined Terms	4
Section 1.02	Certain Calculations	104
Section 1.03	Certain Constructions	108
Section 1.04	[Reserved]	109

ARTICLE II

CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES

Section 2.01	Conveyance of Mortgage Loans; Assignment of Mortgage Loan Purchase Agreements	109
Section 2.02	Acceptance by Custodian and the Trustee	117
Section 2.03	Representations, Warranties and Covenants of the Depositor; Repurchase and Substitution of Mortgage Loans	120
Section 2.04	Representations, Warranties and Covenants of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee and the Operating Advisor	128
Section 2.05	Execution and Delivery of Certificates; Issuance of Lower-Tier Regular Interests	135
Section 2.06	Miscellaneous REMIC and Grantor Trust Provisions	136

ARTICLE III

ADMINISTRATION AND SERVICING
OF THE TRUST FUND

Section 3.01	The Master Servicer To Act as Master Servicer; Special Servicer To Act as Special Servicer; Administration of the Mortgage Loans and the Serviced Companion Loans	137
Section 3.02	Liability of the Master Servicer and the Special Servicer When Sub-Servicing	142
Section 3.03	Collection of Mortgage Loan and Serviced Companion Loan Payments	143
Section 3.04	Collection of Taxes, Assessments and Similar Items; Escrow Accounts	144
Section 3.05	Collection Accounts; Excess Liquidation Proceeds Account; Distribution Accounts; Interest Reserve Account and Serviced Loan Combination Collection Accounts	146

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Section 3.06	Permitted Withdrawals from the Collection Accounts, the Serviced Loan Combination Collection Accounts and the Distribution Accounts; Trust Ledger	154
Section 3.07	Investment of Funds in the Collection Accounts, the Serviced Loan Combination Collection Accounts, the Distribution Accounts, the Interest Reserve Account, the Excess Liquidation Proceeds Account, the REO Account, the Lock-Box Accounts, the Cash Collateral Accounts and the Reserve Accounts	174
Section 3.08	Maintenance of Insurance Policies and Errors and Omissions and Fidelity Coverage	176
Section 3.09	Enforcement of Due-on-Sale Clauses; Assumption Agreements; Defeasance Provisions	181
Section 3.10	Appraisals; Realization upon Defaulted Mortgage Loans	187
Section 3.11	Custodian to Cooperate; Release of Mortgage Files	193
Section 3.12	Servicing Fees, Trustee/Certificate Administrator Fees and Special Servicing Compensation; CCRE Strip	194
Section 3.13	Reports to the Certificate Administrator; Collection Account Statements	202
Section 3.14	Access to Certain Documentation	207
Section 3.15	Title and Management of REO Properties and REO Accounts	215
Section 3.16	Sale of Specially Serviced Loans and REO Properties	221
Section 3.17	Additional Obligations of the Master Servicer and the Special Servicer; Inspections	226
Section 3.18	Authenticating Agent	228
Section 3.19	Appointment of Custodians	229
Section 3.20	Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and Reserve Accounts	230
Section 3.21	Property Advances	230
Section 3.22	Appointment and Replacement of Special Servicer	234
Section 3.23	Transfer of Servicing Between the Master Servicer and the Special Servicer; Record Keeping; Asset Status Report	240
Section 3.24	Special Instructions for the Master Servicer and/or Special Servicer	245
Section 3.25	Certain Rights and Obligations of the Master Servicer and/or the Special Servicer	247
Section 3.26	Modification, Waiver, Amendment and Consents	248
Section 3.27	Certain Intercreditor Matters Relating to the Serviced Loan Combinations	253
Section 3.28	Directing Holder Contact with the Master Servicer and the Special Servicer	257
Section 3.29	Controlling Class Certificateholders and the Controlling Class Representative; Certain Rights and Powers of the Directing Holder	257
Section 3.30	No Downgrade Confirmation	260
Section 3.31	Appointment and Duties of the Operating Advisor	263
Section 3.32	[Reserved]	267
Section 3.33	[Reserved]	267

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ARTICLE IV

DISTRIBUTIONS TO CERTIFICATEHOLDERS

Section 4.01	Distributions	267
Section 4.02	Statements to Certificateholders; Reports by Certificate Administrator; Other Information Available to the Holders and Others	281
Section 4.03	Compliance with Withholding Requirements	291
Section 4.04	REMIC Compliance	292
Section 4.05	Imposition of Tax on the Trust Fund	294
Section 4.06	Remittances	295
Section 4.07	P&I Advances	298
Section 4.08	Appraisal Reductions	302
Section 4.09	Grantor Trust Reporting	304

ARTICLE V

THE CERTIFICATES

Section 5.01	The Certificates	306
Section 5.02	Registration, Transfer and Exchange of Certificates	310
Section 5.03	Mutilated, Destroyed, Lost or Stolen Certificates	320
Section 5.04	Appointment of Paying Agent	321
Section 5.05	Access to Certificateholders’ Names and Addresses; Special Notices	321
Section 5.06	Actions of Certificateholders	322
Section 5.07	Rule 144A Information	322
Section 5.08	Exchanges of Exchangeable Certificates	322

ARTICLE VI

THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE DIRECTING HOLDER AND THE OPERATING ADVISOR

Section 6.01	Liability of the Depositor, the Master Servicer, the Special Servicer and the Operating Advisor	324
Section 6.02	Merger or Consolidation of the Master Servicer, the Special Servicer, the Depositor or the Operating Advisor	324
Section 6.03	Limitation on Liability of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and Others	325
Section 6.04	Limitation on Resignation of the Master Servicer, the Special Servicer and the Operating Advisor; Termination of the Master Servicer, the Special Servicer and the Operating Advisor	328
Section 6.05	Rights of the Depositor and the Trustee in Respect of the Master Servicer and the Special Servicer	329
Section 6.06	The Master Servicer or Special Servicer as Owners of a Certificate	330
Section 6.07	The Directing Holder	331
Section 6.08	Rights of Non-Directing Holders	334

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ARTICLE VII

SERVICER AND OPERATING ADVISOR TERMINATION

Section 7.01	Servicer Termination Events	335
Section 7.02	Trustee to Act; Appointment of Successor	343
Section 7.03	Notification to Certificateholders and Other Persons	345
Section 7.04	Other Remedies of Trustee	345
Section 7.05	Waiver of Past Servicer Termination Events and Operating Advisor Termination Events; Termination	346
Section 7.06	Trustee as Maker of Advances	346
Section 7.07	Termination of the Operating Advisor	346

ARTICLE VIII

CONCERNING THE TRUSTEE AND CERTIFICATE ADMINISTRATOR

Section 8.01	Duties of Trustee and Certificate Administrator	350
Section 8.02	Certain Matters Affecting the Trustee and the Certificate Administrator	352
Section 8.03	Trustee and Certificate Administrator Not Liable for Certificates or Mortgage Loans	354
Section 8.04	Trustee and Certificate Administrator May Own Certificates	356
Section 8.05	Payment of Trustee’s and Certificate Administrator’s Fees and Expenses; Indemnification	356
Section 8.06	Eligibility Requirements for Trustee and Certificate Administrator	359
Section 8.07	Resignation and Removal of Trustee and Certificate Administrator	360
Section 8.08	Successor Trustee and Certificate Administrator	362
Section 8.09	Merger or Consolidation of Trustee or Certificate Administrator	363
Section 8.10	Appointment of Co-Trustee or Separate Trustee	363

ARTICLE IX

TERMINATION

Section 9.01	Termination	364

ARTICLE X

EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE

Section 10.01	Intent of the Parties; Reasonableness	369
Section 10.02	Notification Requirements and Deliveries in Connection with securitization of a Serviced Companion Loan	370
Section 10.03	Information to be Provided by the Master Servicer and the Special Servicer	372
Section 10.04	Information to be Provided by the Trustee	373

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Section 10.05	Filing Obligations	374
Section 10.06	Form 10-D Filings	375
Section 10.07	Form 10-K Filings	377
Section 10.08	Xxxxxxxx-Xxxxx Certification	380
Section 10.09	Form 8-K Filings	381
Section 10.10	Suspension of Exchange Act Filings; Incomplete Exchange Act Filings; Amendments to Exchange Act Reports	383
Section 10.11	Annual Compliance Statements	384
Section 10.12	Annual Reports on Assessment of Compliance with Servicing Criteria	385
Section 10.13	Annual Independent Public Accountants’ Servicing Report	387
Section 10.14	Exchange Act Reporting Indemnification	388
Section 10.15	Amendments	391
Section 10.16	Exchange Act Report Signatures; Delivery of Notices; Interpretation of Grace Periods	392
Section 10.17	Termination of the Certificate Administrator	393

ARTICLE XI

MISCELLANEOUS PROVISIONS

Section 11.01	Counterparts	394
Section 11.02	Limitation on Rights of Certificateholders	394
Section 11.03	Governing Law	395
Section 11.04	Waiver of Jury Trial; Consent to Jurisdiction	395
Section 11.05	Notices	395
Section 11.06	Severability of Provisions	404
Section 11.07	Notice to the Depositor and Each Rating Agency	405
Section 11.08	Amendment	407
Section 11.09	Confirmation of Intent	410
Section 11.10	No Intended Third-Party Beneficiaries	411
Section 11.11	Entire Agreement	411
Section 11.12	Third Party Beneficiaries	411
Section 11.13	Precautionary Trust Indenture Act Provisions	412

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	TABLE OF 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-SB Certificate
Exhibit A-4	Form of Class A-3 Certificate
Exhibit A-5	Form of Class A-4 Certificate
Exhibit A-6	Form of Class A-M Certificate
Exhibit A-7	Form of Class B Certificate
Exhibit A-8	Form of Class C Certificate
Exhibit A-9	Form of Class PEZ Certificate
Exhibit A-10	Form of Class D Certificate
Exhibit A-11	Form of Class E Certificate
Exhibit A-12	Form of Class F Certificate
Exhibit A-13	Form of Class G Certificate
Exhibit A-14	Form of Class X-A Certificate
Exhibit A-15	Form of Class X-B-1 Certificate
Exhibit A-16	Form of Class X-B-2 Certificate
Exhibit A-17	Form of Class X-C Certificate
Exhibit A-18	Form of Class X-D Certificate
Exhibit A-19	Form of Class R Certificate
Exhibit A-20	Form of Class LR Certificate
Exhibit A-21	Form of Class V Certificate
Exhibit B	Mortgage Loan Schedule
Exhibit C-1	Form of Transferee Affidavit
Exhibit C-2	Form of Transferor Letter
Exhibit D-1	Form of Investment Representation Letter
Exhibit D-2	Form of ERISA Representation Letter
Exhibit E	Form of Request for Release
Exhibit F	Securities Legend
Exhibit G	Form of Regulation S Transfer Certificate
Exhibit H	Form of Transfer Certificate for Exchange or Transfer from Rule 144A Global Certificate to Regulation S Global Certificate during the Restricted Period
Exhibit I	Form of Transfer Certificate for Exchange or Transfer from Rule 144A Global Certificate to Regulation S Global Certificate after the Restricted Period
Exhibit J	Form of Transfer Certificate for Exchange or Transfer from Regulation S Global Certificate to Rule 144A Global Certificate during the Restricted Period
Exhibit K	Form of Distribution Date Statement
Exhibit L-1	Form of Investor Certification
Exhibit L-2	Form of Financial Market Publisher Certification
Exhibit M	Form of Notification from Custodian
Exhibit N-1	Form of Closing Date Custodian Certification
Exhibit N-2	Form of Post-Closing Custodian Certification
Exhibit O	Form of Trustee Backup Certification
Exhibit P	Form of Custodian Backup Certification
Exhibit Q	Form of Certificate Administrator Backup Certification

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Exhibit R	Form of Master Servicer Backup Certification
Exhibit S	Form of Special Servicer Backup Certification
Exhibit T	Mortgage Loan Seller Sub-Servicers
Exhibit U	Mortgage Loans with Earnout/Holdback Provisions
Exhibit V	Form of NRSRO Certification
Exhibit W-1	Form of Transferor Certificate for Transfer of the Excess Servicing Fee Rights
Exhibit W-2	Form of Transferee Certificate for Transfer of the Excess Servicing Fee Rights
Exhibit X	Form of Operating Advisor Annual Report
Exhibit Y	Form of Sarbanes Oxley Certification
Exhibit Z	Additional Disclosure Notification
Exhibit AA	Form of Sub-Servicer Backup Certification
Exhibit BB	Form of Operating Advisor Backup Certification
Exhibit CC	Form of Power of Attorney to the Master Servicer and Special Servicer
Exhibit DD	Form of Non-Serviced Mortgage Loan Notification
Exhibit EE	Form of Companion Loan Noteholder Certification
Exhibit FF	Form of Notice of Exchange of Exchangeable Certificates
Exhibit GG	Form of Notice and Certification Regarding Defeasance of Mortgage Loan

TABLE OF SCHEDULES

Schedule I	Directing Holders
Schedule II	Servicing Criteria to be Addressed in Assessment of Compliance
Schedule III	Class A-SB Planned Principal Balance Schedule
Schedule IV	Additional Form 10-D Disclosure
Schedule V	Additional Form 10-K Disclosure
Schedule VI	Form 8-K Disclosure Information
Schedule VII	Initial Serviced Companion Loan Noteholders
Schedule VIII	Contact Information for the Other 17g-5 Information Provider

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Pooling and Servicing Agreement, dated as of September 1, 2014, between Deutsche Mortgage & Asset Receiving Corporation, as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wilmington Trust, National Association, as Trustee, Xxxxx Fargo Bank, National Association, as Certificate Administrator, Paying Agent and Custodian, and Situs Holdings, LLC, as Operating Advisor.

PRELIMINARY STATEMENT:

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

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

The Lower-Tier REMIC will hold the Mortgage Loans (exclusive of Excess Interest and the CCRE Strip) and certain other related assets subject to this Agreement, and will issue (i) the Lower-Tier Regular Interests set forth in the table below (the “Lower-Tier Regular Interests”), as classes of regular interests in the Lower-Tier REMIC, and (ii) the Class LTR Interest as the sole class of residual interests in the Lower-Tier REMIC, which will be represented by the Class LR Certificates.

The Upper-Tier REMIC will hold the Lower-Tier Regular Interests and certain other related assets subject to this Agreement and will issue (i) the Class X-0, Xxxxx X-0, Class A-SB, Class A-3, Class A-4, Class X-A, Class X-B-1, Class X-B-2, Class X-C, Class X-D, Class D, Class E, Class F and Class G Certificates and the Class EC Regular Interests, which are designated as classes of regular interests in the Upper-Tier REMIC and (ii) the Class R Certificates as the sole class of residual interests in the Upper-Tier REMIC.

The portion of the Trust Fund consisting of the Class A-M Specific Grantor Trust Assets, the Class B Specific Grantor Trust Assets, the Class C Specific Grantor Trust Assets and the Class PEZ Specific Grantor Trust Assets and the Class V Specific Grantor Trust Assets shall be treated as a grantor trust under subpart E, part I of subchapter J of the Code (the “Grantor Trust”) for federal income tax purposes. The Class A-M Certificates shall represent undivided beneficial interests in the portion of the Grantor Trust consisting of the Class A-M Specific Grantor Trust Assets. The Class B Certificates shall represent undivided beneficial interests in the portion of the Grantor Trust consisting of the Class B Specific Grantor Trust Assets. The Class C Certificates shall represent undivided beneficial interests in the portion of the Grantor Trust consisting of the Class C Specific Grantor Trust Assets. The Class PEZ Certificates shall represent undivided beneficial interests in the portion of the Grantor Trust consisting of the Class PEZ Specific Grantor Trust Assets. The Class V Certificates shall represent undivided beneficial interests in the portion of the Grantor Trust consisting of the Class V Specific Grantor Trust Assets. As provided herein, the Certificate Administrator shall not take any actions that would cause the Grantor Trust to either (i) lose its status as a “grantor trust” or (ii) be treated as part of either Trust REMIC.

The Mortgaged Property that secures the Mortgage Loan identified as Loan No. 1

on the Mortgage Loan Schedule (the “Loews Miami Beach Hotel Mortgage Loan”) also secures two companion loans to the same Borrower, which are each pari passu in right of payment to the Loews Miami Beach Hotel Mortgage Loan (the “Loews Miami Beach Hotel Companion Loans”). The Loews Miami Beach Hotel Loan Combination is serviced pursuant to (i) this Agreement and (ii) the related Intercreditor Agreement. The Loews Miami Beach Hotel Companion Loans and all amounts attributable thereto will not be assets of the Trust Fund or the Trust REMICs and will be beneficially owned by the related Companion Loan Noteholder.

The Mortgaged Property that secures the Mortgage Loan identified as Loan No. 2 on the Mortgage Loan Schedule (the “Canyon Ranch Portfolio Mortgage Loan”) also secures two companion loans to the same Borrower, which are each pari passu in right of payment to the Canyon Ranch Portfolio Mortgage Loan (the “Canyon Ranch Portfolio Companion Loans”). The Canyon Ranch Portfolio Loan Combination is serviced pursuant to (i) this Agreement and (ii) the related Intercreditor Agreement. The Canyon Ranch Portfolio Companion Loans and all amounts attributable thereto will not be assets of the Trust Fund or the Trust REMICs and will be beneficially owned by the related Companion Loan Noteholders.

The Mortgaged Property that secures the Mortgage Loan identified as Loan No. 7 on the Mortgage Loan Schedule (the “State Farm Portfolio Mortgage Loan”) also secures three companion loans to the same Borrower, which are each pari passu in right of payment to the State Farm Portfolio Mortgage Loan (the “State Farm Portfolio Companion Loan”). The State Farm Portfolio Loan Combination is serviced pursuant to (i) this Agreement and (ii) the related Intercreditor Agreement. The State Farm Portfolio Companion Loan and all amounts attributable thereto will not be assets of the Trust Fund or the Trust REMICs and will be beneficially owned by the related Companion Loan Noteholder.

The Mortgaged Property that secures the Mortgage Loan identified as Loan No. 15 on the Mortgage Loan Schedule (the “Xxxxxxx Center Mortgage Loan”) also secures one companion loan to the same Borrower, which is pari passu in right of payment to the Xxxxxxx Center Mortgage Loan (the “Xxxxxxx Center Companion Loan”). The Xxxxxxx Center Loan Combination is serviced pursuant to (i) this Agreement and (ii) the related Intercreditor Agreement. The Xxxxxxx Center Companion Loan and all amounts attributable thereto will not be assets of the Trust Fund or the Trust REMICs and will be beneficially owned by the related Companion Loan Noteholder.

The following table sets forth the Class designation and initial Certificate Balance or initial Notional Amount of each Class of Regular Certificates and the Class EC Regular Interests (collectively, the “Corresponding Certificates”), and the corresponding Lower-Tier Regular Interest(s) (the “Corresponding Lower-Tier Regular Interest”) and the Corresponding Components of the Class X Certificates (the “Corresponding Components”) for each Class of Corresponding Certificates.

Corresponding Certificates	Initial Certificate Balance or Notional Amount	Corresponding Lower-Tier Regular Interests(1)	Initial Lower-Tier Principal Balance	Corresponding Class X Components(1)
Class A-1	$ 45,000,000	LA-1	$ 45,000,000	XA-1
Class A-2	$ 253,000,000	LA-2	$ 253,000,000	XA-2
Class A-SB	$ 78,700,000	LA-SB	$ 78,700,000	XA-SB
Class A-3	$ 260,000,000	LA-3	$ 260,000,000	XA-3

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Corresponding Certificates	Initial Certificate Balance or Notional Amount		Corresponding Lower-Tier Regular Interests(1)	Initial Lower-Tier Principal Balance	Corresponding Class X Components(1)
Class A-4	$ 354,751,000		LA-4	$ 354,751,000	XA-4
Class X-A	$ 1,092,367,000	(2)	N/A	N/A	N/A
Class X-B-1	$ 63,736,000	(2)	N/A	N/A	N/A
Class X-B-2	$ 157,329,000	(2)	N/A	N/A	N/A
Class X-C	$ 36,301,000	(2)	N/A	N/A	N/A
Class X-D	$ 66,626,324	(2)	N/A	N/A	N/A
Class A-M(3)	$ 100,916,000		N/A	N/A	N/A
Class A-M Regular Interest	$ 100,916,000		LA-M	$ 100,916,000	XA-M
Class B(4)	$ 63,736,000		N/A	N/A	N/A
Class B Regular Interest	$ 63,736,000		LB	$ 63,736,000	XB
Class PEZ(5)	$ 0		N/A	N/A	N/A
Class C(6)	$ 53,113,000		N/A	N/A	N/A
Class C Regular Interest	$ 53,113,000		LC	$ 53,113,000	XC
Class D	$ 104,216,000		LD	$ 104,216,000	XD
Class E	$ 36,301,000		LE	$ 36,301,000	XE
Class F	$ 22,365,000		LF	$ 22,365,000	XF
Class G	$ 44,261,324		LG	$ 44,261,324	XG

(1)

The Lower-Tier Regular Interest and the Component of the Class X-A, Class X-B-1, Class X-B-2, Class X-C or Class X-D Certificates that correspond to any particular Class of Regular Certificates or any Class EC Regular Interest also correspond to each other and, accordingly, constitute the (i) Corresponding Lower-Tier Regular Interests and (ii) Corresponding Components, respectively, with respect to each other. The Class X Component Notional Amount for such Corresponding Component of the Class X-A, Class X-B-1, Class X-B-2, Class X-C or Class X-D Certificates shall at all times equal the then Lower-Tier Principal Balance of the Corresponding Lower-Tier Regular Interest.

(2)	Notional Amount.

(3)

The Class A-M Certificates represent a beneficial ownership interest in the Class A-M Percentage Interest of the Class A-M Regular Interest. The aggregate Certificate Balance of the Class A-M Certificates and the Class PEZ Component A-M will at all times equal the Certificate Balance of the Class A-M Regular Interest.

(4)

The Class B Certificates represent a beneficial ownership interest in the Class B Percentage Interest of the Class B Regular Interest. The aggregate Certificate Balance of the Class B Certificates and the Class PEZ Component B will at all times equal the Certificate Balance of the Class B Regular Interest.

(5)	The Class PEZ Certificates represent a beneficial ownership interest in the Class A-M-PEZ Percentage Interest of the Class A-M Regular Interest, the Class B-PEZ Percentage Interest of the Class B Regular Interest and the Class C-PEZ Percentage Interest of the Class C Regular Interest.

(6)

The Class C Certificates represent a beneficial ownership interest in the Class C Percentage Interest of the Class C Regular Interest. The aggregate Certificate Balance of the Class C Certificates and the Class PEZ Component C will at all times equal the Certificate Balance of the Class C Regular Interest.

The Class X-A, Class X-B-1, Class X-B-2, Class X-C, Class X-D, Class V, Class R and Class LR Certificates do not have Certificate Balances. Additionally, the Class V, Class R and Class LR Certificates do not have Notional Balances. The Certificate Balance of any Class of Sequential Pay Certificates or Regular Interest outstanding at any time represents the maximum amount which holders thereof are entitled to receive as distributions allocable to

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principal from the cash flow on the Mortgage Loans and the other assets in the Trust Fund; provided that if amounts previously allocated as Realized Losses to a Class of Certificates or Regular Interest in reduction of the Certificate Balance thereof are subsequently recovered (including without limitation after the reduction of the Certificate Balance of such Class to zero), such Class may receive distributions in respect of such recoveries in accordance with the priorities set forth in Section 4.01 of this Agreement.

As of the Cut-off Date, the Mortgage Loans have an aggregate Stated Principal Balance equal to approximately $1,416,359,325.

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

ARTICLE I

DEFINITIONS

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

“8-K Filing Deadline”: As defined in Section 10.09 of this Agreement.

“10-K Filing Deadline”: As defined in Section 10.07 of this Agreement.

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

“17g-5 Information Provider’s Website”: The internet website of the 17g-5 Information Provider, initially located at xxx.xxxxxxx.xxx, under the “NRSRO” tab or other applicable tab of the respective transaction, access to which is limited to the Depositor, the Rating Agencies and to NRSROs who have provided an NRSRO Certification to the 17g-5 Information Provider.

“Acceptable Insurance Default”: With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Loan Combination, any Default arising when the related Loan Documents require that the related Borrower must maintain standard extended coverage casualty insurance or other insurance that covers acts of terrorism and the Special Servicer has determined, in accordance with the Servicing Standard and, unless a Control Termination Event has occurred and is continuing (or, in the case of the Xxxxxxx Center Loan Combination, no Non-Lead Control Termination Event has occurred and is continuing), with the consent of the Directing Holder, that either (i) such insurance is not available at commercially reasonable rates and the subject hazards are not at the time commonly insured against by for properties similar to the Mortgaged Property and located in or around the geographic region in which such Mortgaged Property is located (but only by reference to such insurance that has been obtained by such owners at current market rates), or (ii) such insurance is not available at any rate; provided that the Directing Holder will not have more than 30 days to respond to the Special Servicer’s request for such consent; provided, further, that upon the Special Servicer’s

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determination, consistent with the Servicing Standard, that exigent circumstances do not allow the Special Servicer to consult with the Directing Holder, the Special Servicer will not be required to do so. In making this determination, the Special Servicer, to the extent consistent with the Servicing Standard, may rely on the opinion of an insurance consultant.

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

“Actual/360 Basis”: The accrual of interest calculated on the basis of the actual number of days elapsed during any calendar month (or other applicable accrual period) in a year assumed to consist of 360 days.

“Actual/360 Mortgage Loans”: The Mortgage Loans indicated as such in the Mortgage Loan Schedule and any related Serviced Companion Loan.

“Additional Form 10-D Disclosure”: As defined in Section 10.06 of this Agreement.

“Additional Form 10-K Disclosure”: As defined in Section 10.07 of this Agreement.

“Additional Servicer”: Each Affiliate of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Mortgage Loan Sellers or the Underwriters (other than an Affiliate of any such party acting in the capacity of a Mortgage Loan Seller Sub-Servicer), that Services any of the Mortgage Loans, and each Person, other than the Special Servicer, who is not an Affiliate of any of the Master Servicer, the Certificate Administrator, the Trustee, the Mortgage Loan Sellers or the Underwriters, who Services 10% or more of the Mortgage Loans (based on their Stated Principal Balance).

“Additional Trust Fund Expense”: Any expense incurred with respect to the Trust Fund and not otherwise included in the calculation of a Realized Loss that would result in the Holders of Regular Certificates receiving less than the full amount of principal and/or the Interest Accrual Amount to which they are entitled on any Distribution Date.

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

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

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

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

“Affiliate”: With respect to any specified Person, any other Person controlling or controlled by or under common control with such specified Person. For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms “controlling” and “controlled” have meanings correlative to the foregoing. The Trustee and the Certificate Administrator may obtain and rely on an Officer’s Certificate of the Master Servicer, the Special Servicer, the Operating Advisor or the Depositor to determine whether any Person is an Affiliate of such party.

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

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

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

“Allocated Loan Amount”: With respect to each Mortgaged Property, the portion of the principal amount of the related Mortgage Loan allocated to such Mortgaged Property in the applicable Mortgage, Loan Agreement or the Mortgage Loan Schedule.

“A.M. Best”: A.M. Best Company, or its successor in interest.

“Anticipated Repayment Date”: With respect to any 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.

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

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“Applicable Law”: As defined in Section 8.02(f) of this Agreement.

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

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

“Appraised-Out Class”: As defined in Section 4.08(b) of this Agreement.

“Appraisal”: An appraisal prepared by an Independent MAI appraiser with at least five years’ experience in properties of like kind and in the same area.

“Appraisal Reduction Amount”: For any Distribution Date and for any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or a Serviced Loan Combination as to which an Appraisal Reduction Event has occurred, an amount calculated by the Master Servicer (and, if no Consultation Termination Event has occurred and is continuing (or, in the case of the Xxxxxxx Center Loan Combination, no Non-Lead Consultation Termination Event has occurred and is continuing), in consultation with the Directing Holder, and, if a Control Termination Event has occurred and is continuing (or, in the case of the Xxxxxxx Center Loan Combination, no Non-Lead Control Termination Event has occurred and is continuing), in consultation with the Operating Advisor to the extent set forth in Section 3.31(f) of this Agreement) by the first Determination Date following the date the Master Servicer receives from the Special Servicer the required Appraisal or the Special Servicer’s Small Loan Appraisal Estimate (and thereafter by the first Determination Date following any material change in the amounts set forth in the following equation) equal to the excess, if any, of (a) the Stated Principal Balance of such Mortgage Loan or Serviced Loan Combination over (b) the excess of (i) the sum of (A) 90% of the sum of the appraised values (net of any prior mortgage liens) of the related Mortgaged Properties securing such Mortgage Loan or Serviced Loan Combination as determined by Updated Appraisals obtained by the Special Servicer (the costs of which shall be paid by the Master Servicer as a Property Advance) minus any downward adjustments the Special Servicer deems appropriate in accordance with the Servicing Standard (without implying any duty to do so) based upon its review of the Appraisal and any other information it may deem appropriate (or, in the case of such Mortgage Loans or Serviced Loan Combinations having a Stated Principal Balance under $2,000,000, 90% of the sum of the Small Loan Appraisal Estimates of the related Mortgaged Properties (as described in Section 4.08)), plus (B) all escrows and reserves (other than escrows and reserves for taxes and insurance), plus (C) all insurance and casualty proceeds and condemnation awards that constitute collateral for the related Mortgage Loan or Serviced Loan Combination (whether paid or then payable by any insurance company or government authority), over (ii) the sum of (without duplication) (A) to the extent not previously advanced by the Master Servicer or the Trustee, all unpaid interest on such Mortgage Loan or Serviced Loan Combination at a per annum rate equal to the Mortgage Rate (or with respect to the applicable Serviced Loan Combination, the weighted average of the Mortgage Rates for the related Mortgage Loan and related Serviced Companion Loans), (B) all unreimbursed Property Advances and the principal portion of all xxxxxxxxxxxx X&X Advances, and all unpaid interest on Advances at the Advance Rate, in respect of such Mortgage Loan or Serviced Loan

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Combination, (C) any other unpaid Additional Trust Fund Expenses in respect of such Mortgage Loan or Serviced Loan Combination (but subject to the provisions of Section 1.02(e)), (D) all currently due and unpaid real estate taxes, ground rents and assessments and insurance premiums (net of any escrows or reserves therefor) that have not been the subject of an Advance by the Master Servicer or the Trustee, as applicable, and (E) all other amounts due and unpaid with respect to such Mortgage Loan or Serviced Loan Combination that, if not paid by the related Borrower, would result in a shortfall in distributions to the Certificateholders, except for Prepayment Premiums and Yield Maintenance Charges payable due to an acceleration of such Mortgage Loan or Serviced Loan Combination following a default thereunder; provided, without limiting the Special Servicer’s obligation to order and obtain such Appraisal, if the Special Servicer has not obtained an Appraisal, Updated Appraisal or Small Loan Appraisal Estimate, as applicable, referred to above within 60 days of the Appraisal Reduction Event (or in the case of an Appraisal Reduction Event occurring by reason of clause (ii) of the definition thereof, within 30 days of such Appraisal Reduction Event), the Appraisal Reduction Amount shall be deemed to be an amount equal to 25% of the current Stated Principal Balance of the related Mortgage Loan or the applicable Serviced Loan Combination until such time as such Updated Appraisal or Small Loan Appraisal Estimate referred to above is received and the Appraisal Reduction Amount is recalculated.

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

Each Serviced Loan Combination shall be treated as a single mortgage loan for purposes of calculating an Appraisal Reduction Amount with respect to the mortgage loans that comprise such Serviced Loan Combination. Any Appraisal Reduction Amount in respect of a Serviced Loan Combination shall be allocated first, to the related Serviced Subordinate Companion Loan, if any, in accordance with the terms of the related Intercreditor Agreement, to notionally reduce the related outstanding principal balance to zero, and then, pro rata, to the related Mortgage Loan and the related Serviced Pari Passu Companion Loan that is pari passu in right of payment with such Mortgage Loan, if any.

For any Distribution Date and for any Non-Serviced Mortgage Loan as to which an Appraisal Reduction Event has occurred, the Appraisal Reduction Amount shall be an amount calculated by the applicable servicer in accordance with and pursuant to the terms of the related Other Pooling and Servicing Agreement (giving effect to the subordinate nature of any Subordinate Companion Loan).

“Appraisal Reduction Event”: With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Loan Combination, the earliest of (i) the date on

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which such Mortgage Loan or Serviced Loan Combination becomes a Modified Mortgage Loan, (ii) the 90th day following the occurrence of any uncured Delinquency in Monthly Payments with respect to such Mortgage Loan or Serviced Loan Combination, (iii) receipt of notice that the related Borrower has filed a bankruptcy petition or the date on which a receiver is appointed and continues in such capacity in respect of a Mortgaged Property securing such Mortgage Loan or Serviced Loan Combination or the 60th day after the related Borrower becomes the subject of involuntary bankruptcy proceedings and such proceedings are not dismissed in respect of a Mortgaged Property securing such Mortgage Loan or Serviced Loan Combination, (iv) the date on which the Mortgaged Property securing such Mortgage Loan or Serviced Loan Combination becomes a Serviced REO Property and (v) with respect to a Balloon Loan, a payment default shall have occurred with respect to the related Balloon Payment; provided, if (a) the related Borrower is diligently seeking a refinancing commitment (and delivers a statement to that effect to the Master Servicer within 30 days after the default, who shall promptly deliver a copy to the Special Servicer, the Operating Advisor and the Directing Holder (but only if no Consultation Termination Event (or, in the case of the Xxxxxxx Center Loan Combination, Non-Lead Consultation Termination Event) has occurred and is continuing)), (b) the related Borrower continues to make its Assumed Scheduled Payment, (c) no other Appraisal Reduction Event has occurred with respect to such Mortgage Loan or Serviced Loan Combination and (d) for so long as no Control Termination Event (or, in the case of the Xxxxxxx Center Loan Combination, Non-Lead Control Termination Event) has occurred and is continuing, the Directing Holder consents, an Appraisal Reduction Event will not occur until 60 days beyond the related Maturity Date, unless extended by the Special Servicer in accordance with the Loan Documents or this Agreement; and provided, further, if the related Borrower has delivered to the Master Servicer, who shall promptly deliver a copy to the Special Servicer, the Operating Advisor and the Directing Holder (but only for so long as no Consultation Termination Event (or, in the case of the Xxxxxxx Center Loan Combination, Non-Lead Consultation Termination Event) has occurred and is continuing), on or before the 60th day after the related Maturity Date, a refinancing commitment reasonably acceptable to the Special Servicer, and the Borrower continues to make its Assumed Scheduled Payments (and no other Appraisal Reduction Event has occurred with respect to such Mortgage Loan or Serviced Loan Combination), an Appraisal Reduction Event will not occur until the earlier of (1) 120 days beyond the related Maturity Date (or extended maturity date) and (2) the termination of the refinancing commitment. The Special Servicer shall notify the Master Servicer promptly upon the occurrence of any of the foregoing events with respect to any Specially Serviced Loan.

“ARD Loan”: Any Mortgage Loan the terms of which provide that if, after an Anticipated Repayment Date, the related Borrower has not prepaid such Mortgage Loan in full, any principal outstanding on that date will accrue interest at the Revised Rate rather than the Initial Rate.

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

“Assignment of Leases, Rents and Profits”: With respect to any Mortgaged Property, any assignment of leases, rents and profits or similar agreement executed by the Borrower, assigning to the mortgagee all of the income, rents and profits derived from the ownership, operation, leasing or disposition of all or a portion of such Mortgaged Property, in the

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form which was duly executed, acknowledged and delivered, as amended, modified, renewed or extended through the date hereof and from time to time hereafter.

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

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

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

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

“Available Funds”: For a Distribution Date, the sum of (i) all previously undistributed Monthly Payments or other receipts on account of principal and interest on or in respect of the Mortgage Loans (including Unscheduled Payments and Net REO Proceeds, if any, transferred from an REO Account pursuant to Section 3.15(b) of this Agreement, but excluding any Excess Liquidation Proceeds) received by or on behalf of the Master Servicer in the Collection Period relating to such Distribution Date, (ii) all P&I Advances made by the Master Servicer or the Trustee, as applicable, in respect of the Mortgage Loans as of such Distribution Date, (iii) all other amounts received by the Master Servicer in such Collection Period (including the portion of Loss of Value Payments deposited into the Collection Account pursuant to Section 3.06(e) of this Agreement) and required to be placed in the Collection Account by the Master Servicer pursuant to Section 3.05 of this Agreement, (iv) without duplication, any late Monthly Payments on or in respect of the Mortgage Loans received after the end of the prior Collection Period relating to such Distribution Date but prior to the close of business on the Business Day prior to the related Servicer Remittance Date, (v) any Master Servicer Prepayment Interest Shortfall Amounts remitted by the Master Servicer to the Collection Account and (vi) with respect to the Distribution Date in March of each calendar year (or February if the final Distribution Date occurs in such month), the Withheld Amounts deposited in the Interest Reserve

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Account by the Certificate Administrator in accordance with Section 3.05(e) of this Agreement; but excluding the following (in no order of priority):

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

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

(d) that portion of Net Liquidation Proceeds, Net Insurance Proceeds and Net Condemnation Proceeds with respect to a Mortgage Loan which represents any unpaid Servicing Fee, Servicing Compensation, Special Servicing Compensation, Trustee/Certificate Administrator Fee, CREFC® License Fee and the Operating Advisor Fee, to which the Master Servicer, the Special Servicer, any sub-servicer, the Certificate Administrator, the Trustee, CREFC® and/or the Operating Advisor are entitled;

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

(f) any interest or investment income on funds on deposit in the Collection Account or any interest on Permitted Investments in which such funds may be invested;

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

(h) the amount reasonably determined by the Certificate Administrator to be necessary to pay any applicable federal, state or local taxes imposed on the Upper-Tier

REMIC or the Lower-Tier REMIC under the circumstances and to the extent described in Section 4.05 of this Agreement;

(i) Prepayment Premiums and Yield Maintenance Charges with respect to the Mortgage Loans;

(j) with respect to the Distribution Date occurring in (A) January of each calendar year that is not a leap year and (B) February of each calendar year, in each case, unless such Distribution Date is the final Distribution Date, the Withheld Amounts deposited in the Interest Reserve Account by the Certificate Administrator in accordance with Section 3.05(e) of this Agreement;

(k) Excess Interest; and

(l) the CCRE Strip.

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

“Balloon Payment”: With respect to each Balloon Loan, the scheduled payment of principal due on the Maturity Date (less principal included in the applicable amortization schedule or scheduled Monthly Payment).

“Base Interest Fraction”: With respect to any Principal Prepayment on any Mortgage Loan and any of the Class X-0, Xxxxx X-0, Class A-SB, Class A-3, Class A-4 and Class D Certificates and Class EC Regular Interests, a fraction (not greater than one) (a) whose numerator is the greater of zero and the amount, if any, by which (i) the Pass-Through Rate on such Class of Certificates or Class EC Regular Interest, as applicable, exceeds (ii) the yield rate (as provided by the Master Servicer) used in calculating the Prepayment Premium or Yield Maintenance Charge, as applicable, with respect to such Principal Prepayment and (b) whose denominator is the amount, if any, by which (i) the Mortgage Rate on such Mortgage Loan exceeds (ii) the yield rate (as provided by the Master Servicer) used in calculating the Prepayment Premium or Yield Maintenance Charge, as applicable, with respect to such Principal Prepayment; provided that if such yield rate is greater than or equal to the Mortgage Rate on such Mortgage Loan, then the Base Interest Fraction shall be zero; provided, further, that if such yield rate is greater than or equal to the Mortgage Rate on such Mortgage Loan, but less than the Pass-Through Rate described in clause (a)(i) above, then the Base Interest Fraction shall be one.

To the extent that the “yield rate” referred to in the immediately preceding paragraph to be provided by the Master Servicer is not provided in the related Loan Documents,

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such “yield rate” shall be, when compounded monthly, equivalent to the yield, on the U.S. Treasury primary issue with a maturity date closest to the Maturity Date or Anticipated Repayment Date, as applicable, for the prepaid Mortgage Loan. In the event that there are: (a) two or more U.S. Treasury issues with the same coupon the issue with the lower yield shall be selected and (b) two or more U.S. Treasury issues with maturity dates equally close to the Maturity Date or Anticipated Repayment Date, as applicable, for such prepaid Mortgage Loan, the issue with the earlier maturity date shall be selected.

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

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

“Book-Entry Certificate” shall mean any Certificate registered in the name of the Depository or its nominee.

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

“Borrower Accounts”: As defined in Section 3.07(a) of this Agreement.

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

“Business Day”: Any day other than (i) a Saturday or a Sunday, (ii) a legal holiday in New York, New York or the principal cities in which the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee or the Certificate Administrator conduct servicing, trust administration or surveillance operations or (iii) a day on which the Federal Reserve Bank of New York or banking institutions or savings associations in New York, New York, Charlotte, North Carolina, Oakland, California, Miami Beach, Florida, Santa Ana, California, Wilmington, Delaware or the principal cities in which the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee or the Certificate Administrator conduct servicing, trust administration or surveillance operations are authorized or obligated by law or executive order to be closed.

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“Calculation Rate”: A discount rate appropriate for the type of cash flows being discounted, namely (i) for principal and interest payment on the Mortgage Loan or Serviced Companion Loan or sale of a Defaulted Mortgage Loan, the highest of (1) the rate determined by the Master Servicer or Special Servicer, as applicable, that approximates the market rate that would be obtainable by the Borrowers on similar non-defaulted debt of the Borrowers as of such date of determination, (2) the applicable Mortgage Rate and (3) the yield on 10-year U.S. treasuries as of such date of determination and (ii) for all other cash flows, including property cash flow, the “discount rate” set forth in the most recent related Appraisal (or Updated Appraisal).

“Canyon Ranch Portfolio Companion Loan”: As defined in the Preliminary Statement.

“Canyon Ranch Portfolio Loan Combination”: The Canyon Ranch Portfolio Companion Loans, together with the Canyon Ranch Portfolio Mortgage Loan. References herein to the Canyon Ranch Portfolio Loan Combination shall be construed to refer to the aggregate indebtedness under the Canyon Ranch Portfolio Pari Passu Note A-1, the Canyon Ranch Portfolio Pari Passu Note A-2 and the Canyon Ranch Portfolio Pari Passu Note A-3.

“Canyon Ranch Portfolio Mortgage Loan”: As defined in the Preliminary Statement.

“Canyon Ranch Portfolio Pari Passu Note A-1”: The promissory note designated as Note A-1, which evidences a portion of the Canyon Ranch Portfolio Loan Combination. The Canyon Ranch Portfolio Pari Passu Note A-1 is included in the Trust Fund and is pari passu in right of payment to the Canyon Ranch Portfolio Pari Passu Note A-2 and Canyon Ranch Portfolio Pari Passu Note A-3, as set forth in the related Intercreditor Agreement.

“Canyon Ranch Portfolio Pari Passu Note A-2”: The promissory note designated as Note A-2, which evidences a portion of the Canyon Ranch Portfolio Loan Combination. The Canyon Ranch Portfolio Pari Passu Note A-2 is not included in the Trust Fund and is pari passu in right of payment to the Canyon Ranch Portfolio Pari Passu Note A-1 and Canyon Ranch Portfolio Pari Passu Note A-3, as set forth in the related Intercreditor Agreement. The Canyon Ranch Portfolio Pari Passu Note A-2 is currently held by GECC.

“Canyon Ranch Portfolio Pari Passu Note A-3”: The promissory note designated as Note A-3, which evidences a portion of the Canyon Ranch Portfolio Loan Combination. The Canyon Ranch Portfolio Pari Passu Note A-3 is not included in the Trust Fund and is pari passu in right of payment to the Canyon Ranch Portfolio Pari Passu Note A-1 and Canyon Ranch Portfolio Pari Passu Note A-2, as set forth in the related Intercreditor Agreement. The Canyon Ranch Portfolio Pari Passu Note A-3 is currently held by GECC.

“Cash Collateral Account”: With respect to any Mortgage Loan or Serviced Loan Combination that has a Lock-Box Account, any account or accounts created pursuant to the related Mortgage, Loan Agreement, Cash Collateral Account Agreement or other Loan Document into which the Lock-Box Account monies are swept on a regular basis for the benefit of the Trustee, on behalf of the Certificateholders, as successor to the related Mortgage Loan Seller. Any Cash Collateral Account shall be beneficially owned for federal income tax

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purposes by the Person who is entitled to receive all reinvestment income or gain thereon in accordance with the terms and provisions of the related Loan Documents and Section 3.07 of this Agreement, which Person shall be taxed on all reinvestment income or gain thereon in accordance with the terms of the related Mortgage Loan or Serviced Loan Combination. The Master Servicer shall be permitted to make withdrawals therefrom for deposit into the Collection Account or the applicable Serviced Loan Combination Collection Account, as applicable. To the extent not inconsistent with the terms of the related Loan Documents, each such Cash Collateral Account shall be an Eligible Account.

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

“CCRE”: Cantor Commercial Real Estate Lending, L.P., in its capacity as a Mortgage Loan Seller, and its successors in interest.

“CCRE Indemnification Agreement”: The agreement dated as of the Pricing Date, between CCRE, the Depositor, the Underwriters and the Initial Purchasers.

“CCRE Mortgage Loans”: Each Mortgage Loan transferred and assigned to the Depositor pursuant to the CCRE Purchase Agreement.

“CCRE Purchase Agreement”: The Mortgage Loan Purchase Agreement dated the Closing Date, between CCRE and the Depositor.

“CCRE Strip”: With respect to any Due Date for each Mortgage Loan that is part of the CCRE Strip Pool, an amount equal to a portion of the interest accrued on the Stated Principal Balance of such Mortgage Loan that is part of the CCRE Strip Pool during the related Interest Accrual Period at a fixed rate of 0.02% per annum during the related interest accrual period. With respect to each Collection Period, amounts collected in respect of the CCRE Strip Pool will be allocated to the CCRE Strip prior to being allocated to Available Funds. For federal income tax purposes, each CCRE Strip will be treated as a beneficial interest in the related Mortgage Loan retained by Cantor Commercial Real Estate Lending, L.P., its successors and assigns.

“CCRE Strip Excess Prepayment Interest Shortfall”: With respect to any Distribution Date and a Mortgage Loan that is part of the CCRE Strip Pool, an amount equal to the sum of (a) the Excess Prepayment Interest Shortfall for such Distribution Date with respect to such Mortgage Loan and (b) the CCRE Strip for such Distribution Date for such Mortgage Loan.

“CCRE Strip Pool”: All of the CCRE Mortgage Loans, except for the Mortgage Loans identified as Loan No. 17 (Fairlane Xxxxxxx Apartments) on the Mortgage Loan Schedule.

“Certificate”: Any Class X-0, Xxxxx X-0, Class A-SB, Class A-3, Class A-4, Class X-A, Class X-B-1, Class X-B-2, Class X-C, Class X-D, Class A-M, Class B, Class PEZ,

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Class C, Class D, Class E, Class F, Class G, Class R or Class LR Certificate issued, authenticated and delivered hereunder.

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

“Certificate Administrator’s Website”: The internet website of the Certificate Administrator, initially located at xxx.xxxxxxx.xxx.

“Certificate Balance”: With respect to any Class of Certificates (other than any Class of Class X Certificates, the Class V Certificates, the Class R Certificates and the Class LR Certificates) or any Class EC Regular Interest (a) on or prior to the first Distribution Date, an amount equal to the aggregate initial Certificate Balance of such Class or Class EC Regular Interest, as specified in the Preliminary Statement to this Agreement, (b) as of any date of determination after the first Distribution Date, the Certificate Balance of such Class of Certificates or Class EC Regular Interest on the Distribution Date immediately prior to such date of determination less any distributions allocable to principal and any allocations of Realized Losses made thereon on such prior Distribution Date. The aggregate Certificate Balance of the Class A-M Certificates and the Class PEZ Component A-M will at all times equal the Certificate Balance of the Class A-M Regular Interest. The aggregate Certificate Balance of the Class B Certificates and the Class PEZ Component B will at all times equal the Certificate Balance of the Class B Regular Interest. The Certificate Balance of the Class PEZ Certificates will equal the aggregate balance of the Class PEZ Components. The aggregate Certificate Balance of the Class C Certificates and the Class PEZ Component C will at all times equal the Certificate Balance of the Class C Regular Interest.

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

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

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

(a) except as provided in clauses (b) and (d), solely for the purpose of giving any consent or taking any action pursuant to this Agreement, any Certificate registered in the name of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee (in its individual capacity), a Manager or a Borrower or any Person known to a Responsible Officer of the Certificate Registrar to be an Affiliate of any such party or an agent of any Borrower (which determination shall be based upon such party’s representations in an Investor Certification submitted by such party, upon which the Certificate Registrar shall be entitled to conclusively rely) shall be deemed not to be outstanding and the Voting Rights to which it is entitled shall not be taken into account in determining whether the requisite percentage of Voting Rights necessary to effect any such consent or take any such action has been obtained;

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

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

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

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

“Certificateholder Quorum”: In connection with any solicitation of votes in connection with the replacement of the Special Servicer pursuant to Section 3.22(d), hereof, the holders of Sequential Pay Certificates evidencing at least 75% of the aggregate Voting Rights (taking into account Realized Losses and the application of any Appraisal Reduction Amounts to notionally reduce the Certificate Balances of the Certificates pursuant to Section 3.22(d) of this Agreement) of all Sequential Pay Certificates and the Class PEZ Certificates on an aggregate basis.

“Certification Parties”: As defined in Section 10.08 of this Agreement.

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

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“Certifying Person”: As defined in Section 10.08 of this Agreement.

“Certifying Servicer”: As defined in Section 10.11 of this Agreement.

“Class”: All of the Certificates that collectively bear the same alphabetical or alphanumeric Class designation, each separately designated Lower-Tier Regular Interest and each Class EC Regular Interest.

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

“Class A-1 Pass-Through Rate”: A per annum rate equal to 1.3730%.

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

“Class A-2 Pass-Through Rate”: A per annum rate equal to 3.0310%.

“Class A-3 Certificate”: Any one of the Certificates with a “Class A-3” designation on the face thereof, executed and authenticated by the Certificate Administrator or the Authenticating Agent on behalf of the Depositor in substantially the form of the Exhibit set forth next to such Class in the Table of Exhibits of this Agreement.

“Class A-3 Pass-Through Rate”: A per annum rate equal to 3.5650%.

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

“Class A-4 Pass-Through Rate”: A per annum rate equal to 3.8380%.

“Class A-M Certificate”: Any one of the Certificates with a “Class A-M” designation on the face thereof, executed and authenticated by the Certificate Administrator or the Authenticating Agent on behalf of the Depositor in substantially the form of the Exhibit set forth next to such Class in the Table of Exhibits of this Agreement. The Class A-M Certificates represent undivided beneficial interests in the Class A-M Specific Grantor Trust Assets.

“Class A-M Interest Distribution Amount”: With respect to any Distribution Date, an amount equal to the product of (i) the Class A-M Percentage Interest and (ii) the amount of interest distributable pursuant to Section 4.01(b) of this Agreement in respect of the Class A-M Regular Interest on such Distribution Date.

“Class A-M Pass-Through Rate”: A per annum rate equal to 4.1930%.

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“Class A-M Percentage Interest”: As of any date of determination, with respect to the Class A-M Regular Interest and the Class A-M Certificates, a percentage interest equal to a fraction, the numerator of which is the Certificate Balance of the Class A-M Certificates, and the denominator of which is the Certificate Balance of the Class A-M Regular Interest.

“Class A-M Principal Distribution Amount”: With respect to any Distribution Date, an amount equal to the product of (i) the Class A-M Percentage Interest and (ii) the Class A-M Regular Interest Principal Distribution Amount for such Distribution Date.

“Class A-M Regular Interest”: The uncertificated interest corresponding to the Class A-M Certificates and the Class PEZ Certificates (to the extent of the Class A-M-PEZ Percentage Interest of the Class A-M Regular Interest), constituting a “regular interest” in the Upper Tier REMIC for purposes of the REMIC Provisions and having the characteristics attributable thereto in this Agreement.

“Class A-M Regular Interest Available Funds”: With respect to any Distribution Date, an amount equal to the total amount of all principal and/or interest distributions, as well as any other distributions (including Yield Maintenance Charges), properly made on or in respect of the Class A-M Regular Interest with respect to such Distribution Date.

“Class A-M Regular Interest Pass-Through Rate”: A per annum rate equal to the lesser of (i) the Weighted Average Net Mortgage Pass-Through Rate and (ii) 4.1930%.

“Class A-M Regular Interest Principal Distribution Amount”: With respect to any Distribution Date, an amount equal to the amount of principal distributed pursuant to Section 4.01(b) of this Agreement in respect of the Class A-M Regular Interest on such Distribution Date.

“Class A-M Specific Grantor Trust Assets”: The portion of the Trust Fund consisting of (i) the Class A-M Percentage Interest of the Class A-M Regular Interest and (ii) amounts held from time to time in the Class EC Distribution Account that represent distributions of the Class A-M Percentage Interest in the Class A-M Regular Interest.

“Class A-M-PEZ Percentage Interest”: As of any date of determination, with respect to the Class A-M Regular Interest and the Class PEZ Certificates, a percentage interest equal to 100.0% minus the Class A-M Percentage Interest.

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

“Class A-SB Pass-Through Rate”: A per annum rate equal to 3.5480%.

“Class A-SB Planned Principal Balance”: With respect to any Distribution Date, the planned principal amount for such Distribution Date specified in Schedule III hereto relating to the Class A-SB Certificates.

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“Class B Certificate”: Any one of the Certificates with a “Class B” designation on the face thereof, executed and authenticated by the Certificate Administrator or the Authenticating Agent on behalf of the Depositor in substantially the form of the Exhibit set forth next to such Class in the Table of Exhibits of this Agreement. The Class B Certificates represent undivided beneficial interests in the Class B Specific Grantor Trust Assets.

“Class B Interest Distribution Amount”: With respect to any Distribution Date, an amount equal to the product of (i) the Class B Percentage Interest and (ii) the amount of interest distributable pursuant to Section 4.01(b) of this Agreement in respect of the Class B Regular Interest on such Distribution Date.

“Class B Pass-Through Rate”: A per annum rate equal to the lesser of (i) the Weighted Average Net Mortgage Pass-Through Rate and (ii) 4.5140%.

“Class B Percentage Interest”: As of any date of determination, with respect to the Class B Regular Interest and the Class B Certificates, a percentage interest equal to a fraction, the numerator of which is the Certificate Balance of the Class B Certificates, and the denominator of which is the Certificate Balance of the Class B Regular Interest.

“Class B Principal Distribution Amount”: With respect to any Distribution Date, an amount equal to the product of (i) the Class B Percentage Interest and (ii) the Class B Regular Interest Principal Distribution Amount for such Distribution Date.

“Class B Regular Interest”: The uncertificated interest corresponding to the Class B Certificates and the Class PEZ Certificates (to the extent of the Class B-PEZ Percentage Interest of the Class B Regular Interest), constituting a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions and having the characteristics attributable thereto in this Agreement.

“Class B Regular Interest Available Funds”: With respect to any Distribution Date, an amount equal to the total amount of all principal and/or interest distributions, as well as any other distributions (including Yield Maintenance Charges), properly made on or in respect of the Class B Regular Interest with respect to such Distribution Date.

“Class B Regular Interest Pass-Through Rate”: A per annum rate equal to the Class B Pass-Through Rate.

“Class B Regular Interest Principal Distribution Amount”: With respect to any Distribution Date, an amount equal to the amount of principal distributed pursuant to Section 4.01(b) of this Agreement in respect of the Class B Regular Interest on such Distribution Date.

“Class B Specific Grantor Trust Assets”: The portion of the Trust Fund consisting of (i) the Class B Percentage Interest of the Class B Regular Interest and (ii) amounts held from time to time in the Class EC Distribution Account that represent distributions of the Class B Percentage Interest in the Class B Regular Interest.

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“Class B-PEZ Percentage Interest”: As of any date of determination, with respect to the Class B Regular Interest and the Class PEZ Certificates, a percentage interest equal to 100.0% minus the Class B Percentage Interest.

“Class C Certificate”: Any one of the Certificates with a “Class C” designation on the face thereof, executed and authenticated by the Certificate Administrator or the Authenticating Agent on behalf of the Depositor in substantially the form of the Exhibit set forth next to such Class in the Table of Exhibits of this Agreement. The Class C Certificates represent undivided beneficial interests in the Class C Specific Grantor Trust Assets.

“Class C Interest Distribution Amount”: With respect to any Distribution Date, an amount equal to the product of (i) the Class C Percentage Interest and (ii) the amount of interest distributable pursuant to Section 4.01(b) of this Agreement in respect of the Class C Regular Interest on such Distribution Date.

“Class C Pass-Through Rate”: A per annum rate equal to the Weighted Average Net Mortgage Pass-Through Rate.

“Class C Percentage Interest”: As of any date of determination, with respect to the Class C Regular Interest and the Class C Certificates, a percentage interest equal to a fraction, the numerator of which is the Certificate Balance of the Class C Certificates, and the denominator of which is the Certificate Balance of the Class C Regular Interest.

“Class C Principal Distribution Amount”: With respect to any Distribution Date, an amount equal to the product of (i) the Class C Percentage Interest and (ii) the Class C Regular Interest Principal Distribution Amount for such Distribution Date.

“Class C Regular Interest”: The uncertificated interest corresponding to the Class C Certificates and the Class PEZ Certificates (to the extent of the Class C-PEZ Percentage Interest of the Class C Regular Interest), constituting a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions and having the characteristics attributable thereto in this Agreement.

“Class C Regular Interest Available Funds”: With respect to any Distribution Date, an amount equal to the total amount of all principal and/or interest distributions, as well as any other distributions (including Yield Maintenance Charges), properly made on or in respect of the Class C Regular Interest with respect to such Distribution Date.

“Class C Regular Interest Pass-Through Rate”: A per annum rate equal to the Class C Pass-Through Rate.

“Class C Regular Interest Principal Distribution Amount”: With respect to any Distribution Date, an amount equal to the amount of principal distributed pursuant to Section 4.01(b) of this Agreement in respect of the Class C Regular Interest on such Distribution Date.

“Class C Specific Grantor Trust Assets”: The portion of the Trust Fund consisting of (i) the Class C Percentage Interest of the Class C Regular Interest and (ii) amounts

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held from time to time in the Class EC Distribution Account that represent distributions of the Class C Percentage Interest in the Class C Regular Interest.

“Class C-PEZ Percentage Interest”: As of any date of determination, with respect to the Class C Regular Interest and the Class PEZ Certificates, a percentage interest equal to 100.0% minus the Class C Percentage Interest.

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

“Class D Pass-Through Rate”: A per annum rate equal to 3.4950%.

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

“Class E Pass-Through Rate”: A per annum rate equal to 3.4950%.

“Class EC Distribution Account”: The segregated non-interest bearing trust account or sub-account created and maintained by the Certificate Administrator pursuant to Section 3.05(b), which shall be entitled “Xxxxx Fargo Bank, National Association, as Certificate Administrator, for the benefit of the Holders of Deutsche Mortgage & Asset Receiving Corporation, COMM 2014-UBS5 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Class EC Distribution Account” and which must be an Eligible Account or a sub-account of an Eligible Account. The Class EC Distribution Account shall not be an asset of either Trust REMIC formed hereunder, but rather shall be an asset of the Grantor Trust.

“Class EC Regular Interest”: Any of the Class A-M Regular Interest, the Class B Regular Interest or the Class C Regular Interest.

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

“Class F Pass-Through Rate”: A per annum rate equal to 3.4950%.

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

“Class G Pass-Through Rate”: A per annum rate equal to 3.4950%.

“Class Interest Shortfall”: On any Distribution Date for any Class of Regular Certificates or any Class EC Regular Interest, the amount of interest required to be distributed to

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the Holders of such Class pursuant to Section 4.01(b) of this Agreement on such Distribution Date minus the amount of interest actually distributed to such Holders pursuant to such Section, if any.

“Class LA-1 Interest,” “Class LA-2 Interest,” “Class LA-SB Interest,” “Class LA-3 Interest,” “Class LA-4 Interest,” “Class LA-M Interest,” “Class LB Interest,” “Class LC Interest,” “Class LD Interest,” “Class LE Interest,” “Class LF Interest,” and “Class LG Interest”: Each, a regular interest in the Lower-Tier REMIC entitled to monthly distributions payable thereto pursuant to Section 4.01 of this Agreement.

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

“Class LTR Interest”: The sole class of “residual interest” in the Lower-Tier REMIC, which will be represented by the Class LR Certificates.

“Class PEZ Certificate”: Any one of the Certificates with a “Class PEZ” designation on the face thereof, executed and authenticated by the Certificate Administrator or the Authenticating Agent on behalf of the Depositor in substantially the form of the Exhibit set forth next to such Class in the Table of Exhibits of this Agreement. The Class PEZ Certificates represent undivided beneficial interests in the Class PEZ Specific Grantor Trust Interests.

“Class PEZ Component”: Any of the Class PEZ Component A-M, Class PEZ Component B or Class PEZ Component C.

“Class PEZ Component A-M”: The portion of the Class A-M Regular Interest equal to the Class A-M-PEZ Percentage Interest of the Class A-M Regular Interest.

“Class PEZ Component A-M Principal Amount”: The product of the Class A-M-PEZ Percentage Interest and the Certificate Balance of the Class A-M Regular Interest.

“Class PEZ Component B”: The portion of the Class B Regular Interest equal to the Class B-PEZ Percentage Interest of the Class B Regular Interest.

“Class PEZ Component B Principal Amount”: The product of the Class B-PEZ Percentage Interest and the Certificate Balance of the Class B Regular Interest.

“Class PEZ Component C”: The portion of the Class C Regular Interest equal to the Class C-PEZ Percentage Interest of the Class C Regular Interest.

“Class PEZ Component C Principal Amount”: The product of the Class C-PEZ Percentage Interest and the Certificate Balance of the Class C Regular Interest.

“Class PEZ Interest Distribution Amount”: With respect to any Distribution Date, an amount equal to the sum of (i) the product of (a) the Class A-M-PEZ Percentage Interest and (b) the amount of interest distributable pursuant to Section 4.01(b) of this Agreement in respect

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of the Class A-M Regular Interest on such Distribution Date, (ii) the product of (a) the Class B-PEZ Percentage Interest and (b) the amount of interest distributable pursuant to Section 4.01(b) of this Agreement in respect of the Class B Regular Interest on such Distribution Date and (iii) the product of (a) the Class C-PEZ Percentage Interest and (b) the amount of interest distributable pursuant to Section 4.01(b) of this Agreement in respect of the Class C Regular Interest on such Distribution Date.

“Class PEZ Percentage Interest”: Any of the Class A-M-PEZ Percentage Interest, the Class B-PEZ Percentage Interest or the Class C-PEZ Percentage Interest.

“Class PEZ Principal Distribution Amount”: With respect to any Distribution Date, an amount equal to the sum of (i) the product of (a) the Class A-M-PEZ Percentage Interest and (b) the Class A-M Regular Interest Principal Distribution Amount for such Distribution Date, (ii) the product of (a) the Class B-PEZ Percentage Interest and (b) the Class B Regular Interest Principal Distribution Amount for such Distribution Date and (iii) the product of (a) the Class C-PEZ Percentage Interest and (b) the Class C Regular Interest Principal Distribution Amount for such Distribution Date.

“Class PEZ Specific Grantor Trust Assets”: The portion of the Trust Fund consisting of (i) the Class PEZ Components and (ii) amounts held from time to time in the Class EC Distribution Account that represent distributions on the Class PEZ Components.

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

“Class V Certificate”: Any one of the Certificates with a “Class V” designation on the face thereof, executed and authenticated by the Certificate Administrator or the Authenticating Agent on behalf of the Depositor in substantially the form of the Exhibit set forth next to such Class in the Table of Exhibits of this Agreement. The Class V Certificates represent undivided beneficial interests in the Class V Specific Grantor Trust Assets.

“Class V Distribution Account”: The segregated non-interest bearing trust account or sub-account created and maintained by the Certificate Administrator pursuant to Section 3.05(l), which shall be entitled “Xxxxx Fargo Bank, National Association, as Certificate Administrator, for the benefit of the Holders of Deutsche Mortgage & Asset Receiving Corporation, COMM 2014-UBS5 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Class V Distribution Account” and which must be an Eligible Account or a sub-account of an Eligible Account. The Class V Distribution Account shall not be an asset of either Trust REMIC formed hereunder, but rather shall be an asset of the Grantor Trust.

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

“Class V Specific Grantor Trust Assets”: The portion of the Trust Fund consisting of (i) the Excess Interest and (ii) the Class V Distribution Account.

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“Class X Certificates”: The Class X-A, Class X-B-1, Class X-B-2, Class X-C and Class X-D Certificates, collectively.

“Class X Component”: Each of the Class X-A Components, Class X-B-1 Component, Class X-B-2 Components, Class X-C Components and Class X-D Components.

“Class X Component Notional Amount”: With respect to each Class X Component and any date of determination, an amount equal to the then Lower-Tier Principal Balance of its Corresponding Lower-Tier Regular Interest.

“Class X Notional Amount”: 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 or the Class X-D Notional Amount, as applicable and as the context may require.

“Class X-A Certificate”: Any one of the Certificates with a “Class X-A” designation on the face thereof, substantially in the form of the Exhibit set forth next to such Class in the Table of Exhibits of this Agreement, and evidencing a “regular interest” in Upper-Tier REMIC for purposes of the REMIC Provisions.

“Class X-A Components”: Each of Component XX-0, Xxxxxxxxx XX-0, Component XA-SB, Component XX-0, Xxxxxxxxx XX-0 and Component XA-M.

“Class X-A Notional Amount”: As of any date of determination, the sum of the then Class X Component Notional Amounts of all of the Class X-A Components.

“Class X-A Pass-Through Rate”: With respect to any Distribution Date, the weighted average of the Class X-A Strip Rates for the respective Class X-A Components for such Distribution Date, weighted on the basis of the respective Class X Component Notional Amounts of such Components outstanding immediately prior to such Distribution Date. The Class X-A Pass-Through Rate for the initial Distribution Date is 1.1160% per annum.

“Class X-A Strip Rate”: With respect to any Class of Class X-A Components for any Distribution Date, the (i) the Weighted Average Net Mortgage Pass Through Rate for such Distribution Date over (ii) the Pass-Through Rate for the Corresponding Certificates.

“Class X-B-1 Certificate”: Any one of the Certificates with a “Class X-B-1” designation on the face thereof, substantially in the form of the Exhibit set forth next to such Class in the Table of Exhibits of this Agreement, and evidencing a “regular interest” in Upper-Tier REMIC for purposes of the REMIC Provisions.

“Class X-B-1 Component”: The Component XB.

“Class X-B-1 Notional Amount”: As of any date of determination, the then Class X Component Notional Amount of the Class X-B-1 Component.

“Class X-B-1 Pass-Through Rate”: With respect to any Distribution Date, the Class X-B-1 Strip Rate for the Class X-B-1 Component for such Distribution Date. The Class X-B-1 Pass-Through Rate for the initial Distribution Date is 0.0990% per annum.

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“Class X-B-1 Strip Rate”: With respect to the Class X-B-1 Component for any Distribution Date, the (i) the Weighted Average Net Mortgage Pass Through Rate for such Distribution Date over (ii) the Pass-Through Rate for the Corresponding Certificate.

“Class X-B-2 Certificate”: Any one of the Certificates with a “Class X-B-2” designation on the face thereof, substantially in the form of the Exhibit set forth next to such Class in the Table of Exhibits of this Agreement, and evidencing a “regular interest” in Upper-Tier REMIC for purposes of the REMIC Provisions.

“Class X-B-2 Components”: Each of the Component XC and Component XD.

“Class X-B-2 Notional Amount”: As of any date of determination, the sum of the then Class X Component Notional Amounts of all of the Class X-B-2 Components.

“Class X-B-2 Pass-Through Rate”: With respect to any Distribution Date, the weighted average of the Class X-B-2 Strip Rates for the respective Class X-B-2 Components for such Distribution Date, weighted on the basis of the respective Class X Component Notional Amounts of such Components outstanding immediately prior to such Distribution Date. The Class X-B-2 Pass-Through Rate for the initial Distribution Date is 0.7400% per annum.

“Class X-B-2 Strip Rate”: With respect to any Class of Class X-B-2 Components for any Distribution Date, the (i) the Weighted Average Net Mortgage Pass Through Rate for such Distribution Date over (ii) the Pass-Through Rate for the Corresponding Certificates.

“Class X-C Certificate”: Any one of the Certificates with a “Class X-C” designation on the face thereof, substantially in the form of the Exhibit set forth next to such Class in the Table of Exhibits of this Agreement, and evidencing a “regular interest” in Upper-Tier REMIC for purposes of the REMIC Provisions.

“Class X-C Component”: The Component XE.

“Class X-C Notional Amount”: As of any date of determination, the then Class X Component Notional Amount of the Class X-C Component.

“Class X-C Pass-Through Rate”: With respect to any Distribution Date, the Class X-C Strip Rate for the Class X-C Component for such Distribution Date. The Class X-C Pass-Through Rate for the initial Distribution Date is 1.1180% per annum.

“Class X-C Strip Rate”: With respect to the Class X-C Component for any Distribution Date, the (i) the Weighted Average Net Mortgage Pass Through Rate for such Distribution Date over (ii) the Pass-Through Rate for the Corresponding Certificate.

“Class X-D Certificate”: Any one of the Certificates with a “Class X-D” designation on the face thereof, substantially in the form of the Exhibit set forth next to such Class in the Table of Exhibits of this Agreement, and evidencing a “regular interest” in Upper-Tier REMIC for purposes of the REMIC Provisions.

“Class X-D Components”: Each of the Component XF and Component XG.

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“Class X-D Notional Amount”: As of any date of determination, the sum of the then Class X Component Notional Amounts of all of the Class X-D Components.

“Class X-D Pass-Through Rate”: With respect to any Distribution Date, the weighted average of the Class X-D Strip Rates for the respective Class X-D Components for such Distribution Date, weighted on the basis of the respective Class X Component Notional Amounts of such Components outstanding immediately prior to such Distribution Date. The Class X-D Pass-Through Rate for the initial Distribution Date is 1.1180% per annum.

“Class X-D Strip Rate”: With respect to any Class of Class X-D Components for any Distribution Date, the (i) the Weighted Average Net Mortgage Pass Through Rate for such Distribution Date over (ii) the Pass-Through Rate for the Corresponding Certificates.

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

“Closing Date”: September 23, 2014.

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

“Collection Account”: The trust account or accounts created and maintained by the Master Servicer pursuant to Section 3.05(a) of this Agreement, which shall be entitled “Xxxxx Fargo Bank, National Association, as Master Servicer, on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the Holders of Deutsche Mortgage & Asset Receiving Corporation, COMM 2014-UBS5 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Collection Account” and which must be an Eligible Account.

“Collection Period”: With respect to any Distribution Date and each Mortgage Loan, the period that begins immediately following the Determination Date in the calendar month preceding the month in which such Distribution Date occurs (or, in the case of the Distribution Date occurring in October 2014, on the day after the Cut-off Date) and ending at the close of business on the Determination Date in the calendar month in which such Distribution Date occurs.

“COMM 2014-UBS3 Pooling and Servicing Agreement”: The pooling and servicing agreement, dated as of June 1, 2014, between Deutsche Mortgage & Asset Receiving Corporation, as depositor, Xxxxx Fargo Bank, National Association, as master servicer, LNR Partners, LLC, as special servicer, Xxxxx Fargo Bank, National Association, as certificate administrator, paying agent and custodian, U.S. Bank National Association, as trustee, and Park Bridge Lender Services LLC, as operating advisor, entered into in connection with the issuance of COMM 2014-UBS3 Mortgage Trust Commercial Mortgage Pass-Through Certificates.

“COMM 2014-UBS4 Pooling and Servicing Agreement”: The pooling and servicing agreement, dated as of July 1, 2014, between Deutsche Mortgage & Asset Receiving Corporation, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer and as special servicer, Deutsche Bank Trust Company

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Americas, as certificate administrator, paying agent and custodian, Wilmington Trust, National Association, as trustee, and Park Bridge Lender Services LLC, as operating advisor, entered into in connection with the issuance of COMM 2014-UBS4 Mortgage Trust Commercial Mortgage Pass-Through Certificates.

“Commission”: The Securities and Exchange Commission.

“Companion Loan”: A Serviced Companion Loan or Non-Serviced Companion Loan, as applicable and as the context may require.

“Companion Loan Noteholder”: A holder of a Companion Loan.

“Component XA-1”: One of the components of the Class X-A Certificates having a Class X Component Notional Amount equal to the then current Lower-Tier Principal Balance of the Class LA-1 Interest as of any date of determination.

“Component XA-2”: One of the components of the Class X-A Certificates having a Class X Component Notional Amount equal to the then current Lower-Tier Principal Balance of the Class LA-2 Interest as of any date of determination.

“Component XA-3”: One of the components of the Class X-A Certificates having a Class X Component Notional Amount equal to the then current Lower-Tier Principal Balance of the Class LA-3 Interest as of any date of determination.

“Component XA-4”: One of the components of the Class X-A Certificates having a Class X Component Notional Amount equal to the then current Lower-Tier Principal Balance of the Class LA-4 Interest as of any date of determination.

“Component XA-SB”: One of the components of the Class X-A Certificates having a Class X Component Notional Amount equal to the then current Lower-Tier Principal Balance of the Class LA-SB Interest as of any date of determination.

“Component XA-M”: One of the components of the Class X-A Certificates having a Class X Component Notional Amount equal to the then current Lower-Tier Principal Balance of the Class LA-M Interest as of any date of determination.

“Component XB”: The component of the Class X-B-1 Certificates having a Class X Component Notional Amount equal to the then current Lower-Tier Principal Balance of the Class LB Interest as of any date of determination.

“Component XC”: One of the components of the Class X-B-2 Certificates having a Class X Component Notional Amount equal to the then current Lower-Tier Principal Balance of the Class LC Interest as of any date of determination.

“Component XD”: One of the components of the Class X-B-2 Certificates having a Class X Component Notional Amount equal to the then current Lower-Tier Principal Balance of the Class LD Interest as of any date of determination.

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“Component XE”: The component of the Class X-C Certificates having a Class X Component Notional Amount equal to the then current Lower-Tier Principal Balance of the Class LE Interest as of any date of determination.

“Component XF”: One of the components of the Class X-D Certificates having a Class X Component Notional Amount equal to the then current Lower-Tier Principal Balance of the Class LF Interest as of any date of determination.

“Component XG”: One of the components of the Class X-D Certificates having a Class X Component Notional Amount equal to the then current Lower-Tier Principal Balance of the Class LG Interest as of any date of determination.

“Condemnation Proceeds”: Any awards resulting from the full or partial condemnation or any eminent domain proceeding or any conveyance in lieu or in anticipation thereof with respect to a Mortgaged Property by or to any governmental, quasi-governmental authority or private entity with condemnation powers (other than amounts to be applied to the restoration, preservation or repair of such Mortgaged Property or released to the related Borrower in accordance with the terms of the REMIC Provisions and the applicable Loan Documents for the related Mortgage Loan or Serviced Loan Combination) or, if applicable, with respect to the Mortgaged Property securing a Serviced Loan Combination, any portion of such amounts payable to the holders of the applicable Mortgage Loan. With respect to the Mortgaged Property securing any Non-Serviced Mortgage Loan or Non-Serviced Companion Loan, only the portion of such amounts payable to the holder of the related Non-Serviced Mortgage Loan shall be included in Condemnation Proceeds.

“Consultation Termination Event”: Shall occur under the following circumstances, with respect to any Mortgage Loan or Serviced Loan Combination (other than the Xxxxxxx Center Loan Combination) at any date on which (i) no Class of Control Eligible Certificates exists that has a Certificate Balance that is at least equal to 25% of the initial Certificate Balance of that Class or (ii) such Consultation Termination Event is deemed to occur as described in Section 4.08(a).

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

“Control Termination Event”: Shall occur under the following circumstances, with respect to any Mortgage Loan or Serviced Loan Combination (other than the Xxxxxxx Center Loan Combination), at any date on which (i) no Class of Control Eligible Certificates exists that has a Certificate Balance (as notionally reduced by any Appraisal Reduction Amounts allocable to such Class in accordance with Section 4.08) that is at least equal to 25% of the initial Certificate Balance of that Class or (ii) such Control Termination Event is deemed to occur as described in Section 4.08(a).

“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 Reduction Amounts allocable to such Class in accordance with Section 4.08(a) of this Agreement) at least equal to 25% of the initial Certificate Balance of that Class or if no Class of Control Eligible Certificates meets the preceding requirement, the

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most senior Class of Control Eligible Certificates. The Controlling Class as of the Closing Date will be the Class G Certificates.

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

“Controlling Class Representative”: 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, that (i) absent such selection, or (ii) until a Controlling Class Representative is so selected or (iii) upon receipt of a written notice from a majority of the Controlling Class Certificateholders, by Certificate Balance, that a Controlling Class Representative is no longer designated, then the Controlling Class Certificateholder that owns the largest aggregate Certificate Balance of the Controlling Class shall be the Controlling Class Representative.

The initial Controlling Class Representative on the Closing Date shall be RREF II CMBS AIV, LP, and the Certificate Registrar and the other parties to this Agreement shall be entitled to assume RREF II CMBS AIV, LP, or any successor Controlling Class Representative selected thereby and notified to the Certificate Registrar thereof in writing, is the Controlling Class Representative as Holder (or Beneficial Owner) of at least a majority of the applicable Class of Control Eligible Certificates, until the Certificate Registrar receives (a) written notice of a replacement Controlling Class Representative from a majority of the Controlling Class Certificateholders by Certificate Balance or (b) written notice that RREF II CMBS AIV, LP is no longer the Holder (or Beneficial Owner) of at least a majority of the applicable Class of Control Eligible Certificates due to a transfer of those Certificates (or a beneficial ownership interest in those Certificates).

“Corporate Trust Office”: The offices of: (a) the Trustee, located at 0000 Xxxxx Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000, Attention: COMM 2014-UBS5, or the principal trust office of any successor trustee qualified and appointed pursuant to this Agreement; and (b) the Certificate Administrator, located at 0000 Xxx Xxxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxx 00000, Client Manager - COMM 2014-UBS5, or, in the case of any surrender, transfer or exchange at Xxxxx Fargo Center, Xxxxx Xxxxxx xxx Xxxxxxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx 00000-0000, Attention: COMM 2014-UBS5, or the principal trust office of any successor certificate administrator qualified and appointed pursuant to this Agreement.

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

“Corresponding Certificates”: As defined in the Preliminary Statement with respect to any Corresponding Lower-Tier Regular Interest or Corresponding Class X Component.

“Corresponding Class X Components”: As defined in the Preliminary Statement with respect to any Corresponding Certificates or any Corresponding Lower-Tier Regular Interest or Class X Component.

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“Corresponding Lower-Tier Regular Interests”: As defined in the Preliminary Statement with respect to any Corresponding Certificates or Corresponding Class X Component.

“CREFC®”: Commercial Real Estate Finance Council®, formerly known as Commercial Mortgage Securities Association, or any association or organization that is a successor thereto. If neither such association nor any successor remains in existence, “CREFC®” shall be deemed to refer to such other association or organization as may exist whose principal membership consists of servicers, trustees, certificateholders, issuers, placement agents and underwriters generally involved in the commercial mortgage loan securitization industry, which is the principal such association or organization in the commercial mortgage loan securitization industry and whose principal purpose is the establishment of industry standards for reporting transaction-specific information relating to commercial mortgage pass-through certificates and commercial mortgage-backed bonds and the commercial mortgage loans and foreclosed properties underlying or backing them to investors holding or owning such certificates or bonds, and any successor to such other association or organization. If an organization or association described in one of the preceding sentences of this definition does not exist, “CREFC®” shall be deemed to refer to such other association or organization as shall be selected by the Master Servicer and reasonably acceptable to the Certificate Administrator, the Trustee, the Special Servicer and, if no Control Termination Event has occurred and is continuing, the Directing Holder.

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

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

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

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

“CREFC® Comparative Financial Status Report”: The monthly report in “Comparative Financial Status Report” format substantially in the form of and containing the information called for therein for the Mortgage Loans or Serviced Loan Combinations, or such other form for the presentation of such information as may be approved from time to time by the CREFC® for commercial mortgage securities transactions generally. In connection with preparing the CREFC® Comparative Financial Status Report, the Master Servicer shall process

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(a) interim financial statements beginning with interim financial statements for the fiscal quarter ending March 31, 2015, and (b) annual financial statements beginning with annual financial statements for the 2015 fiscal year.

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

“CREFC® Financial File”: The data file in the “CREFC® Financial File” format substantially in the form of and containing the information called for therein for the Mortgage Loans or Serviced Loan Combinations, or such other form for the presentation of such information as may be approved from time to time by the CREFC® for commercial mortgage securities transactions generally. The initial data for this report shall be provided by each Mortgage Loan Seller.

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

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

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

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

“CREFC® Investor Reporting Package (CREFC® IRP)”:

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

(b) The following eleven supplemental reports: (i) CREFC® Delinquent Loan Status Report, (ii) CREFC® Historical Loan Modification and Corrected Mortgage Loan

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Report, (iii) CREFC® REO Status Report, (iv) CREFC® Operating Statement Analysis Report, (v) CREFC® Comparative Financial Status Report, (vi) CREFC® Servicer Watch List, (vii) CREFC® Loan Level Reserve/LOC Report, (viii) CREFC® NOI Adjustment Worksheet, (ix) CREFC® Advance Recovery Report, (x) CREFC® Total Loan Report and (xi) CREFC® Reconciliation of Funds Report;

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

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

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

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

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

Bank Name: JPM Xxxxxx Xxxxx Bank, National Association

Bank Address: 00 Xxxxxxxx, Xxx Xxxx, XX 00000

Routing Number: 000000000

Account Number: 213597397

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

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

“CREFC® Loan Periodic Update File”: The monthly data file substantially in the form of, and containing the information called for in, the downloadable form of the “CREFC® Loan Periodic Update File” available and effective from time to time on the CREFC® Website and, provided that each CREFC® Loan Periodic Update File shall be accompanied by a CREFC®

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Advance Recovery Report, if such report is required for a particular month, and all references herein to “CREFC® Loan Periodic Update File” shall be construed accordingly.

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

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

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

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

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

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

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

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

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

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

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

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

“Crossover Date”: The Distribution Date, if any, on which the Certificate Balance of each Class of Sequential Pay Certificates (excluding each Class of Exchangeable

Certificates and the Class X-0, Xxxxx X-0, Class A-SB, Class A-3 and Class A-4 Certificates) and of each Class EC Regular Interest is (or will be) reduced to zero.

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

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

“Cut-off Date”: With respect to each Mortgage Loan, the later of the related Due Date of such Mortgage Loan in September 2014 and the date of origination of such Mortgage Loan.

“DBRS”: DBRS, Inc., or its successor in interest. If neither such rating agency 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 other parties hereto, 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 or Serviced Loan Combination as of any date of determination and for any period, the ratio calculated by dividing the net operating income or net cash flow, as applicable, of the related Mortgaged Property or Mortgaged Properties, as the case may be, for the most recently ended 12-month trailing or one-year period for which data is available from the related Borrower (or year-to-date until such time that data for the trailing 12-month period is available), before payment of any scheduled payments of principal and interest on such Mortgage Loan or Serviced Loan Combination but after funding of required reserves and “normalized” information from the CREFC® NOI Adjustment Worksheet for such Mortgaged Property by the Master Servicer or Special Servicer, if applicable, pursuant to Section 3.13 of this Agreement, by the annual debt service required by such Mortgage Loan or Serviced Loan Combination. Annual debt service shall be calculated by multiplying the Monthly Payment in effect on such date of determination

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for such Mortgage Loan or Serviced Loan Combination by 12 (or such fewer number of months for which related information is available).

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

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

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

“Defaulted Mortgage Loan”: A Mortgage Loan or Serviced Loan Combination that is delinquent at least 60 days in respect of its Monthly Payments or more than 60 days delinquent in respect of its Balloon Payment, if any, in either case such Delinquency to be determined without giving effect to any grace period permitted by the related Loan Documents and without regard to any acceleration of payments under the related Mortgage Loan or Serviced Loan Combination.

“Defeasance Account”: As defined in Section 3.26(j) of this Agreement.

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

“Deficient Exchange Act Deliverable”: With respect to the Master Servicer, the Special Servicer, the Operating Advisor, the Custodian, the Certificate Administrator, the Trustee and each Servicing Function Participant and Additional Servicer retained by it (other than a Mortgage Loan Seller 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 X of this Agreement that does not conform to the applicable reporting requirements under the Securities Act, the Exchange Act, the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunder.

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

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

“Depositor”: Deutsche Mortgage & Asset Receiving Corporation, a Delaware corporation, and its successors and assigns.

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

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

“Determination Date”: With respect to any Distribution Date, the sixth day of the calendar month of the related Distribution Date or, if such sixth day is not a Business Day, then the next Business Day, commencing in October 2014.

“Directing Holder”: (A) With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or a Serviced Loan Combination (other than the Xxxxxxx Center Loan Combination), the Controlling Class Representative, and (B) with respect to the Xxxxxxx Center Loan Combination, the Non-Lead Directing Holder.

At such time as there is no Controlling Class in accordance with the definition thereof, the Directing Holder shall have no rights under this Agreement.

The identification and contact information of each initial Directing Holder as of the Closing Date is set forth on Schedule I to this Agreement. The parties to this Agreement may rely on such Schedule in accordance with Section 3.29.

For the avoidance of doubt, notwithstanding anything to the contrary contained in this Agreement, Control Termination Event and Consultation Termination Event shall not affect the rights of a Non-Lead Directing Holder. Whenever the term “Directing Holder” is used in this Agreement without further clarification, the parties hereto intend for such reference to mean the applicable Directing Holder under the circumstances.

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

“Disclosable Special Servicer Fees”: With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan), Serviced Loan Combination or Serviced REO Property, any compensation and other remuneration (including, without limitation, in the form of commissions, brokerage fees, rebates, and as a result of any other fee-sharing arrangement) received or retained by the Special Servicer or any of its Affiliates that is paid by any Person

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(including, without limitation, the Trust, any Borrower, any Manager, any guarantor or indemnitor in respect of a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Loan Combination and any purchaser of any Mortgage Loan (other than a Non-Serviced Mortgage Loan), Serviced Loan Combination or Serviced REO Property) in connection with the disposition, workout or foreclosure of any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Loan Combination, if applicable, the management or disposition of any Serviced REO Property, and the performance by the Special Servicer or any such Affiliate of any other special servicing duties under this Agreement; provided that any compensation and other remuneration that the Master Servicer or Certificate Administrator is permitted to receive or retain pursuant to the terms of this Agreement in connection with its respective duties in such capacity as Master Servicer or Certificate Administrator under this Agreement shall not be Disclosable Special Servicer Fees.

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

“Disqualified Non-U.S. Person”: With respect to a Class R or Class LR Certificate, (A) any Non-U.S. Person or agent thereof other than (i) a Non-U.S. Person that holds the Class R or Class LR Certificate in connection with the conduct of a trade or business within the United States and has furnished the transferor and the Certificate Registrar with an effective IRS Form W-8ECI (or applicable successor Form promulgated by the IRS for the purpose of providing and certifying the information provided on Form W-8ECI as of the Closing Date) or (ii) a Non-U.S. Person that has delivered to both the transferor and the Certificate Registrar an opinion of a nationally recognized tax counsel to the effect that the transfer of the Class R or Class LR Certificate to it is in accordance with the requirements of the Code and the regulations promulgated thereunder and that such transfer of the Class R or Class LR Certificate will not be disregarded for federal income tax purposes, (B) an entity treated as a domestic partnership for U.S. federal income tax purposes, one or more of the direct or indirect beneficial owners (other than through a U.S. corporation) of which is (or is permitted under the applicable partnership agreement to be) a Non-U.S. Person who is not described in clause (A)(i) or (ii) or (C) a U.S. Person with respect to whom income on the Class R or Class LR Certificate is attributable to a fixed base or foreign permanent establishment, within the meaning of an applicable income tax treaty, of such transferee or any other U.S. Person.

“Disqualified Organization”: Any of (a) the United States, a State or any political subdivision thereof or any agency or instrumentality of any of the foregoing (other than an instrumentality that is a corporation if all of its activities are subject to tax and, except for the Federal Home Mortgage Corporation, a majority of its board of directors is not selected by any such governmental unit), (b) a foreign government, International Organization (as defined below) or agency or instrumentality of either of the foregoing, (c) an organization that is exempt from tax imposed by Code Chapter 1 (including the tax imposed by 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 or Class LR Certificates (except certain farmers’ cooperatives described in Section 521 of the Code), (d) rural electric and telephone cooperatives described in Section 1381(a)(2)(C) of the Code, or (e) any other Person so designated by the Certificate Registrar based upon an Opinion of Counsel provided to the Certificate Registrar (which shall be an expense of the Trust) to the effect that any Transfer to such Person may cause either Trust REMIC to be subject to tax or to fail to qualify as a REMIC at any time that the

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Certificates are outstanding. For the purposes of this definition, the terms “United States,” “State” and “International Organization” shall have the meanings set forth in Section 7701 of the Code or successor provisions.

“Distribution Accounts”: Collectively, the Upper-Tier Distribution Account, the Lower-Tier Distribution Account, the Class EC Distribution Account and the Class V Distribution Account, each of which may be sub-accounts of a single Eligible Account.

“Distribution Date”: For each Determination Date, the fourth Business Day following such Determination Date in each calendar month, commencing in October 2014. The first Distribution Date shall be October 10, 2014.

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

“Do Not Hire List”: The list, as may be updated at any time, provided by the Depositor to the Master Servicer, Special Servicer, the Certificate Administrator, Trustee or Operating 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 X 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.

“Due Date”: With respect to (i) any Mortgage Loan or Serviced Loan Combination on or prior to its Maturity Date, the day of the month set forth in the related Note on which each Monthly Payment thereon is scheduled to be first due and (ii) any Mortgage Loan or Serviced Loan Combination after the Maturity Date therefor or any REO Loan, the day of the month set forth in the related Note on which each Monthly Payment on such Mortgage Loan or Serviced Loan Combination had been scheduled to be first due.

“Early Termination Notice Date”: Any date as of which the aggregate Stated Principal Balance of the Mortgage Loans remaining in the Trust is less than 1.0% of the aggregate Stated Principal Balance of all of the Mortgage Loans as of the Cut-off Date.

“XXXXX Compatible Format”: Any format compatible with XXXXX, including, without limitation, HTML, word, excel or clean and searchable PDF.

“Eligible Account”: Any of:

(i) an account or accounts maintained with a depository institution or trust company (A) the short-term unsecured debt obligations or commercial paper of which are rated at least “P-1” by Moody’s and at least the equivalent by KBRA (if then rated by KBRA), in the case of accounts in which funds are held for 30 days or less or, (B) in the case of accounts in which funds are held for more than 30 days, the long-term unsecured debt obligations of which are rated at least “A2” by Moody’s and at least the equivalent by KBRA (if then rated by KBRA),

(ii) an account or accounts maintained with Xxxxx Fargo Bank, National Association, a wholly-owned subsidiary of Xxxxx Fargo & Co., so long as it meets the eligibility standards of the Certificate Administrator set forth in

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this agreement or so long as such depository’s long term unsecured debt rating shall be at least “A2” from Moody’s (if the deposits are to be held in the account for more than 30 days) or such depository’s short term deposit or short term unsecured debt rating shall be at least “P-1” by Moody’s (if the deposits are to be held in the account for 30 days or less),

(iii) a segregated trust account or accounts maintained with the trust department of a federal or state chartered depository institution or trust company acting in its fiduciary capacity which institution or trust company has a combined capital and surplus of at least $50,000,000 and is subject to supervision or examination by federal or state authority and to regulations regarding fiduciary funds on deposit similar to Title 12 of the Code of Federal Regulations, Section 9.10(b) and the long-term unsecured debt obligations of which are rated at least “Baa3” by Moody’s,

(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 No Downgrade 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, or

(v) any other account as to which the Certificate Administrator, the Trustee, the Master Servicer or the Special Servicer, as applicable, receives a No Downgrade Confirmation from each Rating Agency, which may be an account maintained by or with the Certificate Administrator, the Trustee, the Master Servicer or the Special Servicer.

Eligible Accounts may bear interest.

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

“Eligible Operating Advisor”: An institution (i) that is the special servicer or operating advisor on a commercial mortgage-backed securities transaction rated by DBRS, Fitch, KBRA, Moody’s, Morningstar or S&P (including, in the case of Situs Holdings, LLC, this transaction) but has not been special servicer on a transaction for which DBRS, KBRA, Fitch, Moody’s, Morningstar or S&P has qualified, downgraded or withdrawn its rating or ratings of, one or more classes of certificates for such transaction citing servicing concerns with the special servicer as the sole or material factor in such rating action, (ii) that can and will make the representations and warranties set forth in Section 2.04(f) of this Agreement, (iii) that is not the Depositor, the Master Servicer, the Special Servicer, a Mortgage Loan Seller, the Controlling Class Representative, the Directing Holder, an Other Depositor, Other Servicer or Other Special Servicer, or an Affiliate of the Depositor, the Master Servicer, the Special Servicer, a Mortgage Loan Seller, the Controlling Class Representative, the Directing Holder or an Other Depositor, Other Servicer or Other Special Servicer, and (iv) that has not been paid by any Special Servicer

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or successor Special Servicer any fees, compensation or other remuneration (x) in respect of its obligations under this Agreement or (y) for the appointment or recommendation for replacement of a successor Special Servicer to become the Special Servicer.

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

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

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

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

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

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

“Excess Interest”: With respect to each of the Mortgage Loans indicated on the Mortgage Loan Schedule as having a Revised Rate, interest accrued on and allocable to such Mortgage Loan after the Anticipated Repayment Date allocable to the Excess Rate, including all interest accrued thereon. The Excess Interest, if any, shall not be an asset of either Trust REMIC formed hereunder, but rather shall be an asset of the Grantor Trust.

“Excess Liquidation Proceeds”: With respect to any Mortgage Loan (and with respect to any Non-Serviced Mortgage Loan only the pro rata share of such proceeds allocated to the Trust pursuant to the terms of the related Intercreditor Agreement) or Serviced Companion Loan, the excess of (i) Net Liquidation Proceeds of such Mortgage Loan, Serviced Companion Loan or related Serviced REO Property, over (ii) the amount that would have been received if a principal payment and all other amounts due in full had been made with respect to such Mortgage Loan or Serviced Companion Loan on the Due Date immediately following the date on which such proceeds were received.

“Excess Liquidation Proceeds Account”: The segregated non-interest bearing trust account or sub-account created and maintained by the Certificate Administrator pursuant to Section 3.05(i) of this Agreement in trust for the Certificateholders and, in the case of a Serviced

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Companion Loan, the Serviced Companion Loan Noteholders, which shall be entitled “Xxxxx Fargo Bank, National Association, as Certificate Administrator, for the benefit of Wilmington Trust, National Association, as Trustee, for the benefit of the Holders of COMM 2014-UBS5 Mortgage Trust Commercial Mortgage Pass-Through Certificates and, if applicable, Serviced Companion Loan Noteholders, Excess Liquidation Proceeds Account.” The Excess Liquidation Proceeds Account must be an Eligible Account or a sub-account of an Eligible Account and will be an asset of the Lower-Tier REMIC.

“Excess Prepayment Interest Shortfall”: With respect to the Mortgage Loans in the Mortgage Pool, the aggregate Prepayment Interest Shortfalls with respect to the Mortgage Pool in excess of the Master Servicer Prepayment Interest Shortfall Amount with respect to the Mortgage Pool. The Excess Prepayment Interest Shortfall for each Mortgage Loan that is part of the CCRE Strip Pool, if any, for each Distribution Date, shall be allocated to the related CCRE Strip, on the one hand, and to Available Funds (for distribution to the Classes of Certificates (other than the Class R and Class LR Certificates)), on the other hand, pro rata, based upon the amount of interest accrued on such CCRE Strip, on the one hand, and on the related Mortgage Loan, net of the CCRE Strip, on the other hand.

“Excess Rate”: With respect to each of the Mortgage Loans indicated on the Mortgage Loan Schedule as having a Revised Rate, the excess of (i) the applicable Revised Rate over (ii) the applicable Mortgage Rate, each as set forth in the Mortgage Loan Schedule.

“Excess Servicing Fees”: With respect to each Mortgage Loan and any Serviced Companion Loan (and any successor REO Loan with respect thereto), that portion of the Servicing Fee that accrues at a per annum rate equal to the Excess Servicing Fee Rate.

“Excess Servicing Fee Rate”: With respect to each Mortgage Loan and any Serviced Pari Passu Companion Loan (and any successor REO Loan with respect thereto), a rate per annum equal to the Servicing Fee Rate (subject to the rights of the Mortgage Loan Seller Sub-Servicers identified on Exhibit T to this Agreement) minus 0.005%; provided that such rate shall be subject to reduction pursuant to Section 7.02 of this Agreement.

“Excess Servicing Fee Right”: With respect to each Mortgage Loan and any Serviced Pari Passu Companion Loan (and any successor REO Loan with respect thereto), the right to receive Excess Servicing Fees. In the absence of any transfer of the Excess Servicing Fee Right, the Master Servicer shall be the owner of such Excess Servicing Fee Right.

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

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

“Exchangeable Proportion”: Class A-M, Class B and Class C Certificates that evidence equal Tranche Percentage Interests in the related Class EC Regular Interests.

“Exchangeable Certificate”: Any of the Class A-M, Class B, Class PEZ or Class C Certificates.

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“FATCA”: Sections 1471 through 1474 of the Code, any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code.

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

“FHLMC”: The Federal Home Loan Mortgage Corporation, or any successor thereto.

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

“Final Recovery Determination”: With respect to any Specially Serviced Loan, Serviced REO Loan or any Mortgage Loan subject to repurchase by the related Mortgage Loan Seller pursuant to Section 2.03(e) of this Agreement, or in the case of a Loan Combination, subject to a purchase pursuant to the applicable Intercreditor Agreement, or any Mortgage Loan or Loan Combination subject to purchase pursuant to any related mezzanine intercreditor agreement, the recovery of all Insurance Proceeds, Liquidation Proceeds, the related Repurchase Price and other payments or recoveries (including proceeds of the final sale of any Serviced REO Property) which the Master Servicer (or in the case of a Specially Serviced Loan or Serviced REO Loan, the Special Servicer), in its reasonable judgment, and, if no Consultation Termination Event has occurred and is continuing, in consultation with the Directing Holder, as evidenced by a certificate of a Servicing Officer delivered to the Trustee, the Certificate Administrator, the Operating Advisor and the Custodian (and the Master Servicer, if the certificate is from the Special Servicer), expects to be finally recoverable. If no Control Termination Event has occurred and is continuing, the Directing Holder shall have ten (10) Business Days to review and approve each such recovery determination; provided that if the Directing Holder fails to approve or disapprove any recovery determination within ten (10) Business Days of receipt of the initial recovery determination, such consent shall be deemed given. The Master Servicer shall maintain records, prepared by a Servicing Officer, of each Final Recovery Determination until the earlier of (i) its termination as the Master Servicer hereunder and the transfer of such records to a successor servicer and (ii) five years following the termination of the Trust Fund.

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“Financial Market Publisher”: Blackrock Financial Management, Inc., Bloomberg Financial Markets, L.P., Xxxxx, LLC, Intex Solutions, Inc., Interactive Data Corporation, Markit LLC and Thomson Reuters Corporation, or any successor entities thereof.

“Fitch”: Fitch Ratings, Inc. or its successor in interest. If neither such rating agency 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 other parties hereto, and specific ratings of Fitch herein referenced shall be deemed to refer to the equivalent ratings of the party so designated.

“FNMA”: The Federal National Mortgage Association or any successor thereto.

“Form 8-K”: A current report on Form 8-K under the Exchange Act or such successor form as the Commission may specify from time to time.

“Form 8-K Disclosure Information”: As defined in Section 10.09 of this Agreement.

“GACC”: German American Capital Corporation, in its capacity as a Mortgage Loan Seller, and its successors in interest.

“GACC Indemnification Agreement”: The agreement dated as of the Pricing Date, between GACC, the Depositor, the Underwriters and the Initial Purchasers.

“GACC Mortgage Loans”: Each Mortgage Loan transferred and assigned to the Depositor pursuant to the GACC Purchase Agreement.

“GACC Purchase Agreement”: The Mortgage Loan Purchase Agreement dated the Closing Date, between GACC and the Depositor.

“GECC”: General Electric Capital Corporation, in its capacity as a Mortgage Loan Seller, and its successors in interest.

“GECC Indemnification Agreement”: The agreement dated as of the Pricing Date, between GECC, the Depositor, the Underwriters and the Initial Purchasers.

“GECC Mortgage Loans”: Each Mortgage Loan transferred and assigned to the Depositor pursuant to the GECC Purchase Agreement.

“GECC Purchase Agreement”: The Mortgage Loan Purchase Agreement dated the Closing Date, between GECC and the Depositor.

“General Special Servicer”: As defined in Section 3.22(j) of this Agreement.

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

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“Grantor Trust”: A segregated asset pool within the Trust Fund, which at all times shall be treated as a “grantor trust” under the Grantor Trust Provisions, consisting of (i) the Class EC Regular Interests and the Class EC Distribution Account, beneficial ownership of which is represented by the Exchangeable Certificates and (ii) the Class V Specific Grantor Trust Assets, beneficial ownership of which is represented by the Class V Certificates, in each case as further described in this Agreement.

“Grantor Trust Provisions”: Subpart E of part I of subchapter J of the Code and Treasury Regulations Section 301.7701-4(c).

“Xxxxxxx Center Companion Loan”: As defined in the Preliminary Statement.

“Xxxxxxx Center Loan Combination”: The Xxxxxxx Center Companion Loan, together with the Xxxxxxx Center Mortgage Loan. References herein to the Xxxxxxx Center Loan Combination shall be construed to refer to the aggregate indebtedness under the Xxxxxxx Center Pari Passu Note A-1 and the Xxxxxxx Center Pari Passu Note A-2.

“Xxxxxxx Center Mortgage Loan”: As defined in the Preliminary Statement.

“Xxxxxxx Center Pari Passu Note A-1”: The promissory note designated as Note A-1, which evidences a portion of the Xxxxxxx Center Loan Combination. The Xxxxxxx Center Pari Passu Note A-1 is included in the Trust Fund and is pari passu in right of payment to the Xxxxxxx Center Pari Passu Note A-2, as set forth in the related Intercreditor Agreement.

“Xxxxxxx Center Pari Passu Note A-2”: The promissory note designated as Note A-2, which evidences a portion of the Xxxxxxx Center Loan Combination. The Xxxxxxx Center Pari Passu Note A-2 is not included in the Trust Fund and is pari passu in right of payment to the Xxxxxxx Center Pari Passu Note A-1, as set forth in the related Intercreditor Agreement. The Xxxxxxx Center Pari Passu Note A-2 is currently held by UBSRES.

“Hazardous Materials”: Any dangerous, toxic or hazardous pollutants, chemicals, wastes, or substances, including, without limitation, those so identified pursuant to the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. Section 9601 et seq., or any other environmental laws now existing, and specifically including, without limitation, asbestos and asbestos-containing materials, polychlorinated biphenyls (“PCBs”), radon gas, petroleum and petroleum products, urea formaldehyde and any substances classified as being “in inventory,” “usable work in process” or similar classification which would, if classified as unusable, be included in the foregoing definition.

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

“Indemnification Agreements”: Each of the UBSRES Indemnification Agreement, the GACC Indemnification Agreement, the JLC Indemnification Agreement, the CCRE Indemnification Agreement, the GECC Indemnification Agreement and the Pillar Indemnification Agreement.

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

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

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

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

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

“Initial Purchasers”: Deutsche Bank Securities Inc., UBS Securities LLC, Xxxxxxxxx LLC, Guggenheim Securities, LLC, KeyBanc Capital Markets Inc. and their respective successors in interest.

“Initial Rate”: The stated Mortgage Rate with respect to an ARD Loan as of the Cut-off Date.

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

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

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

“Intercreditor Agreement”: With respect to any Loan Combination, the related intercreditor, co lender or similar agreement in effect from time to time by and between (a) the holder of the related Mortgage Loan(s) and the holder of the related Subordinate Companion Loan(s) relating to the relative rights of such holders or (b) the holders of the related Mortgage Loan and the related Serviced Pari Passu Companion Loan or Non-Serviced Pari Passu Companion Loan(s) relating to the relative rights of such holders. The intercreditor or co-lender agreement related to each of the Loews Miami Beach Hotel Loan Combination, the Canyon Ranch Portfolio Loan Combination, the State Farm Portfolio Loan Combination and the Xxxxxxx Center Loan Combination, shall each be an Intercreditor Agreement.

“Interest Accrual Amount”: With respect to any Distribution Date and any Class of Regular Certificates or any Class EC Regular Interest, an amount equal to interest for the related Interest Accrual Period accrued at the Pass-Through Rate for such Class or Class EC Regular Interest on the related Certificate Balance or Notional Balance, as applicable, outstanding immediately prior to such Distribution Date minus the amount of any Excess Prepayment Interest Shortfall allocated to such Class of Certificates or such Class EC Regular Interest with respect to such Distribution Date. Calculations of interest due in respect of such Classes of Regular Certificates and each Class EC Regular Interest shall be made on the basis of a 360-day year consisting of twelve 30-day months.

“Interest Accrual Period”: With respect to each Class of Regular Certificates, and each Class EC Regular Interest, for each Distribution Date, the calendar month immediately preceding the month in which such Distribution Date occurs.

“Interest Reserve Account”: The segregated non-interest bearing trust account or sub-account created and maintained by the Certificate Administrator pursuant to Section 3.05(e) of this Agreement, which shall be entitled “Xxxxx Fargo Bank, National Association, as Certificate Administrator, for the benefit of Wilmington Trust, National Association, as Trustee, for the benefit of the Holders of COMM 2014-UBS5 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Interest Reserve Account” and which must be an Eligible Account or a sub-account of an Eligible Account. The Interest Reserve Account shall be an asset of the Lower-Tier REMIC.

“Interested Person”: As of any date of determination, the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, any Directing Holder, any Certificateholder, any Borrower, any Manager, any Independent Contractor engaged by the Special Servicer pursuant to Section 3.15 of this Agreement, or any Person known to a Servicing Officer of the Special Servicer to be an Affiliate of any of them.

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

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

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

“Investor-Based Exemption”: Any of PTCE 84-14 (for transactions by independent “qualified professional asset managers”), XXXX 00-00 (for transactions by bank collective investment funds), XXXX 00-0 (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 (which may be in electronic form) substantially in the form of Exhibit L-1 to this Agreement or in the form of an electronic certification contained on the Certificate Administrator’s Website. The Certificate Administrator may require that Investor Certifications are resubmitted from time to time in accordance with its policies and procedures.

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

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

“IO Group YM Distribution Amount”: As defined in Section 4.01(d)of this Agreement.

“IRS”: The Internal Revenue Service.

“JLC”: Jefferies LoanCore LLC, in its capacity as a Mortgage Loan Seller, and its successors in interest.

“JLC Indemnification Agreement”: The agreement dated as of the Pricing Date, between the Depositor, JLC and the Underwriters.

“JLC Mortgage Loans”: Each Mortgage Loan transferred and assigned to the Depositor pursuant to the JLC Purchase Agreement.

“JLC Purchase Agreement”: The Mortgage Loan Purchase Agreement dated and effective as of the Closing Date, between JLC and the Depositor.

“KBRA”: Xxxxx Bond Rating Agency, Inc., or its successor in interest. If neither such rating agency 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 other parties hereto, and specific ratings of KBRA herein referenced shall be deemed to refer to the equivalent ratings of the party so designated.

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

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

“Liquidation Fee”: A fee payable to the Special Servicer (i) with respect to each Specially Serviced Loan or Serviced REO Loan, (ii) with respect to each Mortgage Loan repurchased by a Mortgage Loan Seller (except as specified in the following paragraph) or (iii) with respect to each Defaulted Mortgage Loan that is a Non-Serviced Mortgage Loan sold by the Special Servicer in accordance with the proviso in Section 3.16(b) of this Agreement, in each case as to which the Special Servicer obtains a full, partial or discounted payoff from the related Borrower, a loan purchaser or Mortgage Loan Seller, as applicable, or any Liquidation Proceeds with respect thereto (in any case, other than amounts for which a Workout Fee has been paid, or will be payable), equal to:

(a) the lesser of:

(i) the product of 1.0% and the proceeds of such full, partial or discounted payoff or the Net Liquidation Proceeds related to such liquidated or repurchased Mortgage Loan or Specially Serviced Loan, as the case may be, in each case exclusive of any portion of such payoff or Net Liquidation Proceeds that represents Penalty Charges;

(ii) $1,000,000; and

(iii) any applicable cap pursuant to Section 3.12(c) of this Agreement;

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(b) with respect to any particular liquidation (or partial liquidation), as reduced by the amount of any and all related Offsetting Modification Fees received by the Special Servicer as additional servicing compensation relating to such Specially Serviced Loan, Serviced REO Loan or Mortgage Loan;

provided that if a Mortgage Loan or Serviced Loan Combination becomes a Specially Serviced Loan only because of an event described in clause (a) of the definition of “Specially Serviced Loan” and the related Liquidation Proceeds are received within 3 months following the related maturity date as a result of the related Mortgage Loan being refinanced or otherwise repaid in full, the Special Servicer shall not be entitled to collect a Liquidation Fee out of the proceeds received in connection with such liquidation if such fee would reduce the amount available for distributions to Certificateholders, but the Special Servicer may collect from the related Borrower and retain (x) a liquidation fee, (y) such other fees as are provided for in the related Loan Documents and (z) other appropriate fees in connection with such liquidation.

No Liquidation Fee shall be payable:

(a) with respect to clause (v) of the definition of Liquidation Proceeds;

(b) with respect to any existing mezzanine indebtedness or any mezzanine indebtedness that may exist on a future date, in connection with the purchase of the related Mortgage Loan by a mezzanine lender if the purchase of the Mortgage Loan occurred within 90 days after the first time that such holder’s option to purchase such Mortgage Loan becomes exercisable;

(c) in the case of a repurchase or replacement of a Mortgage Loan (other than an REO Loan) by the applicable Mortgage Loan Seller pursuant to the related Mortgage Loan Purchase Agreement, if the applicable Mortgage Loan Seller repurchases or replaces such Mortgage Loan within the Initial Resolution Period (and giving effect to any applicable Resolution Extension Period);

(d) with respect to any Serviced Companion Loan that is the subject of an Other Securitization, to the Special Servicer under this Agreement in connection with (A) a repurchase or replacement of such Serviced Companion Loan by the applicable Mortgage Loan Seller due to a breach of a representation or warranty or a document defect under the related mortgage loan purchase agreement related to the Other Pooling and Servicing Agreement prior to the expiration of the cure period (including any applicable extension thereof) set forth therein or (B) a purchase of the Serviced Companion Loan pursuant to a clean-up call or similar liquidation under the related Other Pooling and Servicing Agreement;

(e) in connection with the purchase of any Defaulted Mortgage Loan by the Special Servicer or any Affiliate thereof or the Directing Holder or any Companion Loan holder or any Affiliate thereof if such purchase occurred within 90 days after the transfer of the Defaulted Mortgage Loan to special servicing; and

(f) in connection with a Loss of Value Payment by a Mortgage Loan Seller, if the applicable Mortgage Loan Seller makes such Loss of Value Payment within the Initial

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Resolution Period (and giving effect to any applicable extension period beyond the end of the Initial Resolution Period set forth in Section 2.03(e) of this Agreement).

“Liquidation Proceeds”: Cash amounts (other than Insurance Proceeds and Condemnation Proceeds and REO Proceeds) received by or paid to the Master Servicer or the Special Servicer in connection with: (i) the liquidation of a Mortgaged Property or other collateral constituting security for a Defaulted Mortgage Loan, through trustee’s sale, foreclosure sale, disposition of REO Property or otherwise, exclusive of any portion thereof required to be released to the related Borrower in accordance with applicable law and the terms and conditions of the related Note and Mortgage; (ii) the realization upon any deficiency judgment obtained against a Borrower; (iii) the sale of a Defaulted Mortgage Loan; (iv) the repurchase of a Mortgage Loan (or related REO Loan) by the applicable Mortgage Loan Seller pursuant to the related Mortgage Loan Purchase Agreement; (v) the purchase of all the Mortgage Loans and all property acquired in respect of any Mortgage Loan by the Sole Certificateholder, the Certificateholder owning a majority of the Percentage Interests in the Controlling Class, the Special Servicer or the Master Servicer pursuant to Section 9.01 of this Agreement; (vi) with respect to any existing mezzanine indebtedness or any mezzanine indebtedness that may exist on a future date, the purchase of the related Mortgage Loan by a mezzanine lender; (vii) in the case of a Mortgage Loan that is part of a Loan Combination, the purchase of such Mortgage Loan by a related Companion Loan Noteholder, or the applicable designee, as applicable, pursuant to the related Intercreditor Agreement; or (viii) the transfer of any Loss of Value Payments from the Loss of Value Reserve Fund to the Collection Account in accordance with Section 3.06(e) of this Agreement (provided that, for the purpose of determining the amount of the Liquidation Fee (if any) payable to the Special Servicer in connection with such Loss of Value Payment, the full amount of such Loss of Value Payment shall be deemed to constitute “Liquidation Proceeds” from which the Liquidation Fee (if any) is payable as of such time such Loss of Value Payment is made by the applicable Mortgage Loan Seller). With respect to the Mortgaged Property or Mortgaged Properties securing any Non-Serviced Mortgage Loan or Non-Serviced Companion Loan, only the portion of such amounts payable to the holder of the related Non-Serviced Mortgage Loan will be included in Liquidation Proceeds.

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

“Loan Combination”: Each of the Loews Miami Beach Hotel Loan Combination, the Canyon Ranch Portfolio Loan Combination, the State Farm Portfolio Loan Combination and the Xxxxxxx Center Loan Combination.

“Loan Documents”: With respect to any Mortgage Loan or Serviced Loan Combination, the documents executed or delivered in connection with the origination or any subsequent modification of such Mortgage Loan or Serviced Loan Combination or subsequently added to the related Mortgage File.

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

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“Loan Seller Defeasance Rights and Obligations”: As defined in Section 3.24(g) of this Agreement.

“Loan-Specific Directing Holder”: With respect to a Serviced Loan Combination, the “Controlling Holder”, the “Directing Holder”, “Directing Lender” or any analogous concept set forth under the related Intercreditor Agreement.

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

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

“Loews Miami Beach Hotel Companion Loans”: As defined in the Preliminary Statement.

“Loews Miami Beach Hotel Loan Combination”: The Loews Miami Beach Hotel Companion Loans, together with the Loews Miami Beach Hotel Mortgage Loan. References herein to the Loews Miami Beach Hotel Loan Combination shall be construed to refer to the aggregate indebtedness under the Loews Miami Beach Hotel Pari Passu Note A-1, the Loews Miami Beach Hotel Pari Passu Note A-2 and Loews Miami Beach Hotel Pari Passu Note A-3.

“Loews Miami Beach Hotel Mortgage Loan”: As defined in the Preliminary Statement.

“Loews Miami Beach Hotel Pari Passu Note A-1”: The promissory note designated as Note A-1, which evidences a portion of the Loews Miami Beach Hotel Loan Combination. The Loews Miami Beach Hotel Pari Passu Note A-1 is included in the Trust Fund and is pari passu in right of payment to the Loews Miami Beach Hotel Pari Passu Note A-2 and the Loews Miami Beach Hotel Pari Passu Note A-3, as set forth in the related Intercreditor Agreement.

“Loews Miami Beach Hotel Pari Passu Note A-2”: The promissory note designated as Note A-2, which evidences a portion of the Loews Miami Beach Hotel Loan Combination. The Loews Miami Beach Hotel Pari Passu Note A-2 is not included in the Trust Fund and is pari passu in right of payment to the Loews Miami Beach Hotel Pari Passu Note A-1 and the Loews Miami Beach Hotel Pari Passu Note A-3, as set forth in the related Intercreditor Agreement. The Loews Miami Beach Hotel Pari Passu Note A-2 is currently held by GACC.

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“Loews Miami Beach Hotel Pari Passu Note A-3”: The promissory note designated as Note A-3, which evidences a portion of the Loews Miami Beach Hotel Loan Combination. The Loews Miami Beach Hotel Pari Passu Note A-3 is not included in the Trust Fund and is pari passu in right of payment to the Loews Miami Beach Hotel Pari Passu Note A-1 and the Loews Miami Beach Hotel Pari Passu Note A-2, as set forth in the related Intercreditor Agreement. The Loews Miami Beach Hotel Pari Passu Note A-3 is currently held by GACC.

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

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

“Lower-Tier Distribution Account”: The segregated non-interest bearing trust account or sub-account created and maintained by the Certificate Administrator pursuant to Section 3.05(b) of this Agreement, which shall be entitled “Xxxxx Fargo Bank, National Association, as Certificate Administrator, for the benefit of Wilmington Trust, National

Association, as Trustee, for the benefit of the Holders of COMM 2014-UBS5 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Lower-Tier Distribution Account” and which must be an Eligible Account or a sub-account of an Eligible Account. The Lower-Tier Distribution Account shall be an asset of the Lower-Tier REMIC.

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

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

“Lower-Tier Regular Interests”: The Class LA-1 Interest, the Class LA-2 Interest, the Class LA-SB Interest, the Class LA-3 Interest, the Class LA-4 Interest, the Class LA-M Interest, the Class LB Interest, the Class LC Interest, the Class LD Interest, the Class LE Interest, the Class LF Interest and the Class LG Interest issued by the Lower-Tier REMIC and held by the Trustee as assets of the Upper-Tier REMIC. Each Lower-Tier Regular Interest (i) is designated as a “regular interest” in the Lower-Tier REMIC, (ii) relates to its Corresponding Certificates, corresponding Class EC Regular Interest, as applicable, and Corresponding Class X Component, if any, (iii) is uncertificated, (iv) has an initial Lower-Tier Principal Balance as set forth in the Preliminary Statement herein, (v) has a Pass-Through Rate equal to the Weighted Average Net Mortgage Pass-Through Rate, (vi) has a “latest possible maturity date,” within the meaning of Treasury Regulations Section 1.860G-1(a), that is the Rated Final Distribution Date and (vii) is entitled to the distributions in the amounts and at the times specified in Section 4.01(d) of this Agreement.

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

“MAI”: Member of the Appraisal Institute.

“Major Decision”: Shall mean any of the following:

(a) any proposed or actual foreclosure upon or comparable conversion (which may include acquisitions of an REO Property) of the ownership of properties securing such of the Mortgage Loans or Serviced Loan Combinations as come into and continue in default;

(b) any modification, consent to a modification or waiver of a monetary term (other than late payment charges or Default Interest) or material non-monetary term (including, without limitation, the timing of payments and acceptance of discounted payoffs but excluding late payment charges or Default Interest) of a Mortgage Loan or Serviced Loan Combination or any extension of the Maturity Date of any Mortgage Loan or Serviced Loan Combination;

(c) any sale of a Defaulted Mortgage Loan (that is not a Non-Serviced Mortgage Loan), an REO Property (in each case, other than in connection with the termination of the Trust Fund) or a Defaulted Mortgage Loan that is a Non-Serviced Mortgage Loan that the Special Servicer is permitted to sell in accordance with the proviso in Section 3.16(b) of this Agreement, in each case for less than the applicable Repurchase Price;

(d) any determination to bring an REO Property into compliance with applicable environmental laws or to otherwise address Hazardous Materials located at an REO Property;

(e) any release of collateral or any acceptance of substitute or additional collateral for a Mortgage Loan or Serviced Loan Combination, or any consent to either of the foregoing, other than as required pursuant to the specific terms of the related Mortgage Loan or Serviced Loan Combination and for which there is no material lender discretion;

(f) any waiver of a “due-on-sale” or “due-on-encumbrance” clause with respect to a Mortgage Loan or Serviced Loan Combination or any consent to such waiver or consent to a transfer of the Mortgaged Property or interests in the Borrower or consent to the incurrence of additional debt, other than any such transfer or incurrence of debt as may be effected without the consent of the lender under the related loan agreement;

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(g) any property management company changes for which the lender is required to consent or approve under the Loan Documents (with respect to a Mortgage Loan or Serviced Loan Combination (i) with a Stated Principal Balance greater than $2,500,000 or (ii) where the successor property manager is affiliated with the borrower) or franchise changes for which the lender is required to consent or approve under the Loan Documents (with respect to any Mortgage Loan or Serviced Loan Combination);

(h) releases of any escrows, reserve accounts or letters of credit held as performance escrows or reserves other than those required pursuant to the specific terms of the related Mortgage Loan or Serviced Loan Combination and for which there is no material lender discretion;

(i) any acceptance of an assumption agreement releasing a Borrower from liability under a Mortgage Loan or Serviced Loan Combination other than pursuant to the specific terms of such Mortgage Loan or Serviced Loan Combination and for which there is no lender discretion;

(j) any determination of an Acceptable Insurance Default;

(k) the determination of the Special Servicer pursuant to clause (c) or clause (g) of the definition of “Specially Serviced Loan”;

(l) any acceleration of a Mortgage Loan or Serviced Loan Combination following a default or an event of default or any initiation of judicial, bankruptcy or similar proceedings under the related Loan Documents or with respect to the related mortgagor or Mortgaged Property; and

(m) any modification, waiver or amendment of an intercreditor agreement, co-lender agreement, participation agreement or similar agreement with any mezzanine lender, holder of a Companion Loan or other subordinate debt holder related to a Mortgage Loan or Serviced Loan Combination, or an action to enforce rights with respect thereto, in each case, in a manner that materially and adversely affects the holders of the Control Eligible Certificates.

For the avoidance of doubt, the Master Servicer and the Special Servicer (each in such capacity) shall not make or be obligated to make any Major Decisions with respect to any Non-Serviced Mortgage Loans and the Controlling Class Representative shall have no consent rights regarding Major Decisions with respect to any Non-Serviced Mortgage Loans under this Agreement.

With respect to any Serviced Loan Combination, for so long as the holder of the related Serviced Companion Loan is the “Controlling Holder”, the “Directing Holder”, “Directing Lender” or any analogous concept under the related Intercreditor Agreement, then with respect to such Serviced Loan Combination, the term “Major Decision” shall mean “Major Decision”, “Major Action” or any analogous concept under the related Intercreditor Agreement.

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

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

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

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

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

“Master Servicer Website”: Shall mean the internet website maintained by the Master Servicer; initially located at “xxx.xxxxxxxxxx.xxx/xxx/xxxxxxxx”.

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

“Master Servicing Fee Rate”: With respect to each Mortgage Loan, the rate per annum set forth on Exhibit B to this Agreement.

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

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

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

“Modification Fees”: With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Companion Loan, any and all fees with respect to a modification, restructure, extension, waiver or amendment that modifies, restructures, extends, amends or waives any term of the related Loan Documents (as evidenced by a signed writing) agreed to by the Master Servicer or the Special Servicer (other than all Assumption Fees, consent fees, assumption application fees, defeasance fees and fees similar to the foregoing). For the avoidance of doubt, Special Servicing Fees, Workout Fees and Liquidation Fees due to the Special Servicer in connection with a modification, restructure, extension, waiver or amendment

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shall not be considered Modification Fees. For each modification, restructure, extension, waiver or amendment in connection with working out of a Specially Serviced Loan, the Modification Fees collected from the related Borrower shall be subject to a cap of 1.0% of the outstanding principal balance of such Mortgage Loan or Serviced Companion Loan on the closing date of the related modification, restructure, extension, waiver or amendment (prior to giving effect to such modification, restructure, extension, waiver or amendment); provided that no aggregate cap shall exist in connection with the amount of Modification Fees which may be collected from the related Borrower with respect to any Specially Serviced Loan or REO Loan.

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

(a) reduces or delays the amount or timing of any payment of principal or interest due thereon (other than, or in addition to, bringing current Monthly Payments with respect to such Mortgage Loan or Serviced Companion Loan), including any reduction in the Monthly Payment;

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

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

“Monthly Payment”: With respect to any Mortgage Loan or Serviced Companion Loan (other than any REO Loan) and any Due Date, the scheduled monthly payment of principal, if any, and interest at the Mortgage Rate, excluding any Balloon Payment (but not excluding any constant Monthly Payment due on a Balloon Loan), which is payable by the related Borrower on such Due Date under the related Note. The Monthly Payment with respect to an REO Loan is the monthly payment that would otherwise have been payable on the related Due Date had the related Note not been discharged, determined as set forth in the preceding sentence and on the assumption that all other amounts, if any, due thereunder are paid when due.

“Moody’s”: Xxxxx’x Investors Service, Inc., or its successor in interest. If neither such rating agency 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 other parties hereto, and specific ratings of Moody’s herein referenced shall be deemed to refer to the equivalent ratings of the party so designated.

“Morningstar”: Morningstar Credit Ratings, LLC, or any successor in interest. If neither such rating agency nor any successor remains in existence, “Morningstar” 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

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other parties hereto, and specific ratings of Morningstar herein referenced shall be deemed to refer to the equivalent ratings of the party so designated.

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

“Mortgage File”: With respect to any Mortgage Loan or Serviced Companion Loan, collectively, the mortgage documents listed in Section 2.01(a)(i) through Section 2.01(a)(xx) of this Agreement pertaining to such particular Mortgage Loan or Serviced Companion Loan and any additional documents required to be added to such Mortgage File pursuant to the express provisions of this Agreement; provided that whenever the term “Mortgage File” is used to refer to documents actually received by the Depositor or the Trustee, such term shall not be deemed to include such documents and instruments required to be included therein unless they are actually so received.

“Mortgage Loan”: Each of the mortgage loans transferred and assigned to the Trustee pursuant to Section 2.01 of this Agreement and from time to time held in the Trust Fund. The Mortgage Loans originally so transferred, assigned and held are identified on the Mortgage Loan Schedule as of the Closing Date. Such term shall include any REO Loan, Specially Serviced Loan or any Mortgage Loan that has been defeased in whole or in part. Such term shall not include the Serviced Companion Loans or Non-Serviced Companion Loans but shall include Non-Serviced Mortgage Loans.

“Mortgage Loan Purchase Agreements”: Each of the UBSRES Purchase Agreement, the GACC Purchase Agreement, the JLC Purchase Agreement, the CCRE Purchase Agreement, the GECC Purchase Agreement and the Pillar Purchase Agreement.

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

(a) the Loan Number;

(b) the Mortgage Loan name;

(d) the Mortgage Rate in effect as of the Cut-off Date;

(e) the original principal balance;

(f) the Stated Principal Balance as of the Cut-off Date;

(g) the Maturity Date or Anticipated Repayment Date for each Mortgage Loan;

(h) the Due Date;

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(i) the amount of the Monthly Payment due on the first Due Date following the Cut-off Date;

(j) the Servicing Fee Rate;

(k) whether the Mortgage Loan is an Actual/360 Mortgage Loan;

(l) whether any letter of credit is held by the lender as a beneficiary or is assigned as security for such Mortgage Loan;

(m) the Revised Rate of such Mortgage Loan, if any;

(n) whether the Mortgage Loan is part of a Loan Combination;

(o) whether the Mortgage Loan is secured in any part by a leasehold interest; and

(p) whether the Mortgage Loan has any related mezzanine debt or other subordinate debt.

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

“Mortgage Loan Seller Sub-Servicer”: A Servicing Function Participant or Sub-Servicer required to be retained by the Master Servicer by a Mortgage Loan Seller, as listed on Exhibit T to this Agreement, or any successor thereto.

“Mortgage Loan Sellers”: Each of UBSRES, GACC, JLC, CCRE, GECC and Pillar.

“Mortgage Pool”: All of the Mortgage Loans and any successor REO Loans, collectively. The Mortgage Pool does not include the Companion Loans or any related REO Loans.

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

“Mortgage Rate”: With respect to each Mortgage Loan or the Serviced Companion Loan, as applicable, and any Interest Accrual Period, the annual rate at which interest accrues on such Mortgage Loan or Serviced Companion Loan, as applicable, during such period (in the absence of a default), as set forth in the related Note from time to time, without giving effect to any Default Rate or any Excess Interest.

“MSBAM 2014-C16 Pooling and Servicing Agreement”: The pooling and servicing agreement, dated as of June 1, 2014, between Xxxxxx Xxxxxxx Capital I Inc., as

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depositor, Xxxxx Fargo Bank, National Association, as master servicer, LNR Partners, LLC, as special servicer, Deutsche Bank Trust Company Americas, and trustee and as certificate administrator, paying agent and custodian, and Situs Holdings, LLC, as operating advisor, entered into in connection with the issuance of Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2014-C16 Commercial Mortgage Pass-Through Certificates, Series 2014-C16.

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

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

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

“Net Liquidation Proceeds”: The Liquidation Proceeds received with respect to any Mortgage Loan or Serviced Loan Combination net of the amount of (i) Liquidation Expenses incurred with respect thereto and (ii) with respect to proceeds received in connection with the taking of a Mortgaged Property (or portion thereof) by the power of eminent domain in condemnation, amounts required to be applied to the restoration or repair of the related Mortgaged Property.

“Net Mortgage Pass-Through Rate”: With respect to any Mortgage Loan or Serviced Companion Loan and any Distribution Date, the per annum rate equal to the Mortgage Rate for such Mortgage Loan or Serviced Companion Loan for the related Interest Accrual Period, minus, for any such Mortgage Loan or Serviced Companion Loan, the aggregate of the applicable Servicing Fee Rate, Trustee/Certificate Administrator Fee Rate, Operating Advisor Fee Rate, CREFC® License Fee Rate, the fee rate paid to the Sub-Servicer, if any, with respect to any Non-Serviced Mortgage Loan, the related Pari Passu Loan Primary Servicing Fee Rate, and, with respect to each Mortgage Loan that is part of the CCRE Strip Pool, minus an additional per annum rate of 0.02%. The “Net Mortgage Pass-Through Rate” for purposes of calculating the Weighted Average Net Mortgage Pass-Through Rate shall be the Net Mortgage Pass-Through Rate of such Mortgage Loan without taking into account any modification, waiver or amendment of the terms of the related Mortgage Loan or Serviced Companion Loan, whether agreed to by the Master Servicer or the Special Servicer or resulting from a bankruptcy, insolvency or similar

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proceeding involving the related Borrower or otherwise. The Net Mortgage Pass-Through Rate shall not be reduced by any Operating Advisor Fee Rate following the Operating Advisor’s resignation pursuant to Section 6.04(e) or the termination of the Operating Advisor pursuant to Section 7.07(e).

Notwithstanding the foregoing, if any such Mortgage Loan or Serviced Companion Loan does not accrue interest on the basis of a 360-day year consisting of twelve 30-day months, then the Net Mortgage Pass-Through Rate of such Mortgage Loan or Serviced Companion Loan for any Interest Accrual Period will be the annualized rate at which interest would have to accrue in respect of such Mortgage Loan or Serviced Companion 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 or Serviced Companion Loan at the related Net Mortgage Pass-Through Rate during such Interest Accrual Period; provided, that with respect to each such Mortgage Loan, the Net Mortgage Pass-Through Rate for the one-month period (i) preceding the Distribution Dates in (a) January and February in each year that is not a leap year or (b) February only in each year that is a leap year (in either case, unless the related Distribution Date is the final Distribution Date), shall be determined net of any Withheld Amounts from that month and (ii) preceding the Due Date in March (or February if the related Distribution Date is the final Distribution Date) (commencing in 2015), shall be determined inclusive of the Withheld Amounts, if applicable, from the immediately preceding February, and, if applicable, January.

“Net Prepayment Interest Excess”: The excess amount, if any, that the aggregate of all Prepayment Interest Excess for all Mortgage Loans (other than the Non-Serviced Mortgage Loans) or the Serviced Companion Loan that the Master Servicer is servicing exceeds the aggregate of all Master Servicer Prepayment Interest Shortfall Amounts for such Mortgage Loans (other than the Non-Serviced Mortgage Loans) or the Serviced Companion Loan as of any related Distribution Date.

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

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

“No Downgrade Confirmation” shall mean, with respect to any matter, confirmation in writing (which may be in electronic form) by each applicable Rating Agency that a proposed action, failure to act or other event so specified will not, in and of itself, result in the downgrade, withdrawal or qualification of the then-current rating assigned to any Class of Certificates if then rated by the Rating Agency; provided that a written waiver or other acknowledgment from any Rating Agency indicating its decision not to review the matter for which the No Downgrade Confirmation is sought shall be deemed to satisfy the requirement for the No Downgrade Confirmation from such Rating Agency with respect to such matter. At any time during which no Certificates are rated by a Rating Agency, no No Downgrade Confirmation shall be required from that Rating Agency. With respect to any matter affecting any Serviced

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Pari Passu Companion Loan, any No Downgrade Confirmation shall also refer to the nationally recognized statistical rating organizations then rating the securities representing an interest in such loan and such rating organizations’ respective ratings of such securities.

“Non-Directing Holder”: With respect to any Companion Loan, the “Non-Directing Holder”, “Non-Controlling Note Holder” or any analogous concept under the related Intercreditor Agreement.

“Non-Lead Certificate”: With respect to the Xxxxxxx Center Loan Combination, any certificate that represents a beneficial ownership interest in an Other Securitization into which the Xxxxxxx Center Loan Combination has been deposited.

“Non-Lead Certificateholder”: With respect to the Xxxxxxx Center Loan Combination, a holder of a Non-Lead Certificate.

“Non-Lead Consultation Termination Event”: With respect to the Xxxxxxx Center Loan Combination, if the Xxxxxxx Center Loan Combination is deposited into an Other Securitization, a “consultation termination event” or any analogous term in the related Serviced Pari Passu Companion Loan Securitization Agreement, which is defined to be the date on which no class of “control eligible certificates” exists that has a certificate balance that is at least equal to 25% of the initial certificate balance. For the avoidance of doubt, if the Xxxxxxx Center Loan Combination is not included in an Other Securitization, a Non-Lead Consultation Termination Event will not exist with respect to the Xxxxxxx Center Loan Combination.

“Non-Lead Control Eligible Certificates”: With respect to the Xxxxxxx Center Loan Combination, if the Xxxxxxx Center Loan Combination is deposited into an Other Securitization, the classes of “control eligible certificates” designated by the Other Pooling and Servicing Agreement related to such Other Securitization as being eligible to become the “controlling class” for such Other Securitization entitling the certificateholders thereof to the exercise of certain control rights over servicing matters.

“Non-Lead Control Termination Event”: With respect to the Xxxxxxx Center Loan Combination, if the Xxxxxxx Center Loan Combination is deposited into an Other Securitization, a “control termination event” or any analogous term in the related Serviced Pari Passu Companion Loan Securitization Agreement, which is defined to be the date on which no class of “control eligible certificates” exists that has a certificate balance (as notionally reduced by “appraisal reduction amounts” allocable to such class) that is at least equal to 25% of the initial certificate balance. For the avoidance of doubt, if the Xxxxxxx Center Loan Combination is not included in an Other Securitization, a Non-Lead Control Termination Event will not exist with respect to such Xxxxxxx Center Loan Combination.

“Non-Lead Controlling Class Representative”: With respect to the Xxxxxxx Center Loan Combination, if the Xxxxxxx Center Loan Combination is deposited into an Other Securitization, the majority holder of Non-Lead Certificates of the “controlling class” or its representative or any other party designated by the Other Pooling and Servicing Agreement related to such Other Securitization to exercise the rights of “directing holder” while no Non-Lead Control Termination Event has occurred and is continuing or while no Non-Lead Consultation Termination Event has occurred and is continuing, as applicable.

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“Non-Lead Directing Holder”: With respect to the Xxxxxxx Center Loan Combination, (i) at any time the Xxxxxxx Center Companion Loan is not included in an Other Securitization, the holder of the Xxxxxxx Center Companion Loan or its designee and (ii) for so long as the Xxxxxxx Center Companion Loan is included in an Other Securitization, the Non-Lead Controlling Class Representative. The initial Non-Lead Directing Holder with respect to the Xxxxxxx Center Loan Combination is UBS Real Estate Securities Inc.

“Non-Reduced Certificates”: As of any date of determination, any Class of Sequential Pay Certificates then outstanding for which (a)(1) the initial Certificate Balance of such Class of Certificates minus (2) the sum (without duplication) of (x) the aggregate payments of principal (whether as principal prepayments or otherwise) distributed to the Holders of such Class of Certificates as of such date of determination, (y) any Appraisal Reduction Amounts allocated to such Class of Certificates as of such date of determination and (z) any Realized Losses previously allocated to such Class of Certificates as of such date of determination, is equal to or greater than (b) 25% of the remainder of (i) the initial Certificate Balance of such Class of Certificates less (ii) any payments of principal (whether as principal prepayments or otherwise) previously distributed to the Holders of that Class of Certificates as of such date of determination; provided, however, that for purposes of this definition, the Class A-M Certificates and the Class PEZ Component A-M shall be considered as if they together constitute a single “Class” of Sequential Pay Certificates, the Class B Certificates and the Class PEZ Component B shall be considered as if they together constitute a single “Class” of Sequential Pay Certificates, the Class C Certificates and the Class PEZ Component C shall be considered as if they together constitute a single “Class” of Sequential Pay Certificates and the Class PEZ Certificates shall be Non-Reduced Certificates only with respect to each component thereof that is part of a Class of Non-Reduced Certificates determined as described in this proviso.

“Non-Serviced Companion Loan”: With respect to any Non-Serviced Loan Combination, any related mortgage loan not included in the Trust Fund that is serviced under another agreement and that is generally (a) payable on a pari passu basis with the related Mortgage Loan included in the Trust to the extent set forth in the related Intercreditor Agreement or (b) subordinated in right of payment to the related Mortgage Loan included in the Trust to the extent set forth in the related Intercreditor Agreement. There are no Non-Serviced Companion Loans related to the Trust.

“Non-Serviced Loan Combinations”: Any mortgage loan that is not serviced under this Agreement that is divided into one or more notes, which includes a Mortgage Loan included in the Trust but serviced under another agreement and one or more mortgage notes not included in the Trust and serviced under another agreement. References herein to a Non-Serviced Loan Combination shall be construed to refer to the aggregate indebtedness under the related notes. There are no Non-Serviced Loan Combinations related to the Trust.

“Non-Serviced Mortgage Loans”: With respect to any Non-Serviced Loan Combination, a Mortgage Loan included in the Trust but serviced under another agreement. There are no Non-Serviced Mortgage Loans related to the Trust.

“Non-Serviced Mortgage Loan Service Providers”: There are no Non-Serviced Mortgage Loan Service Providers related to the Trust.

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“Non-Serviced Pari Passu Companion Loans”: With respect to any Non-Serviced Loan Combination, any related mortgage note not included in the Trust that is not serviced under this Agreement and that is generally payable on a pari passu basis with a Non-Serviced Mortgage Loan included in the Trust to the extent set forth in the related Intercreditor Agreement. There are no Non-Serviced Pari Passu Companion Loans related to the Trust.

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

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

“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, the Special Servicer, in each case in accordance with the Servicing Standard and Sections 4.07(c) and 4.07(e), or the Trustee, as applicable, would not be ultimately recoverable, together with any accrued and unpaid interest thereon, from late payments, Condemnation Proceeds, Insurance Proceeds, Liquidation Proceeds and other collections on or in respect of the related Mortgage Loan or REO Loan, which shall be evidenced by an Officer’s Certificate as provided by Section 4.07(c) of this Agreement.

“Nonrecoverable Property Advance”: Any Property Advance previously made or proposed to be made in respect of a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or a Serviced Loan Combination or any Serviced REO Property that, in the reasonable judgment of the Master Servicer, the Special Servicer, in each case in accordance with the Servicing Standard and Section 3.21(d) of this Agreement, or the Trustee, as applicable, would not be ultimately recoverable, together with any accrued and unpaid interest thereon, from late payments, Condemnation Proceeds, Insurance Proceeds, Liquidation Proceeds and other collections on or in respect of the related Mortgage Loan, Serviced Loan Combination or Serviced REO Loan, which shall be evidenced by an officer certificate as provided by Section 3.21(d) of this Agreement. The determination as to the recoverability of any property advance previously made or proposed to be made in respect of any Non-Serviced Loan Combination (or related REO Property) shall be made by the applicable servicer under, and in accordance with the terms of, the related Other Pooling and Servicing Agreement. Any such determination made by any such party shall be conclusive and binding on the Certificateholders and may, in all cases, be conclusively relied upon by the Master Servicer, the Special Servicer and the Trustee, as applicable.

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

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

“Notice of Termination”: Any of the notices given to the Trustee, the Certificate Administrator and the Master Servicer by the Certificateholder owning a majority of the Percentage Interests in the Controlling Class, the Special Servicer or the Master Servicer pursuant to Section 9.01(c) of this Agreement.

“Notional Amount” or “Notional Balance”: As of any date of determination: (i) with respect to each of the Class X-A, Class X-B-1, Class X-B-2, Class X-C and Class X-D Certificates as a Class, the related Class X Notional Amount as of such date of determination and (ii) with respect to any Class X Certificate, the product of the Percentage Interest evidenced by such Certificate and the related Class X Notional Amount as of such date of determination.

“NRSRO”: Any nationally recognized statistical ratings organization.

“NRSRO Certification”: A certification (a) executed by a NRSRO in favor of the 17g-5 Information Provider substantially in the form attached hereto as Exhibit V or (b) provided electronically and executed by an NRSRO by means of a “click-through” confirmation on the 17g-5 Information Provider’s Website.

“Officer’s Certificate”: A certificate signed by the Chairman of the Board, the Vice Chairman of the Board, the President or a Vice President (however denominated) and by the Treasurer, the Secretary, one of the Assistant Treasurers or Assistant Secretaries, any Trust Officer or other officer of the Master Servicer, Special Servicer, Additional Servicer or Operating Advisor customarily performing functions similar to those performed by any of the above designated officers, any Servicing Officer and also with respect to a particular matter, any other officer to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject, or an authorized officer of the Depositor, and delivered to the Depositor, the Trustee, the Certificate Administrator, the Special Servicer or the Master Servicer, as the case may be.

“Offsetting Modification Fees”: With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Loan Combination or Serviced REO Loan and with respect to any Workout Fee or Liquidation Fee payable by the Trust, any and all Modification Fees collected by the Special Servicer as additional servicing compensation, but only to the extent that (1) such Modification Fees were earned and collected by the Special Servicer (A) in connection with the workout or liquidation (including partial liquidation) of a Specially Serviced Loan or Serviced REO Loan as to which the subject Workout Fee or Liquidation Fee became payable or (B) in connection with any workout of a Specially Serviced Loan that closed within the prior 18 months (determined as of the closing day of the workout or liquidation as to which the subject Workout Fee or Liquidation Fee became payable) and (2) such Modification Fees were earned in connection with a modification, restructure, extension, waiver or amendment of such Mortgage Loan, Serviced Loan Combination or Serviced REO Loan at a time when such

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Mortgage Loan, Serviced Loan Combination or Serviced REO Loan was a Specially Serviced Loan.

“Operating Advisor”: Situs Holdings, LLC, a Delaware limited liability company, or any successor Operating Advisor appointed as herein provided.

“Operating Advisor Annual Report”: As defined in Section 3.31(d)(iv) of this Agreement.

“Operating Advisor Consulting Fee”: A fee for each Major Decision on which the Operating Advisor has consulting rights equal to $10,000 with respect to any Mortgage Loan or such lesser amount as the related Borrower agrees to pay, payable pursuant to Section 3.06 of this Agreement; provided, no such fee shall be payable unless paid by the related Borrower. The Operating Advisor may in its sole discretion reduce the Operating Advisor Consulting Fee with respect to any Major Decision. The Master Servicer or Special Servicer, as applicable, may waive or reduce the amount of any Operating Advisor Consulting Fee payable by the related Borrower 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 with the Operating Advisor prior to any such waiver or reduction. No Operating Advisor Consulting Fee shall be payable with respect to any Subordinate Companion Loan or any Non-Serviced Loan Combination.

“Operating Advisor Fee”: With respect to each Mortgage Loan (other than any Non-Serviced Mortgage Loan) and any Distribution Date, an amount per Interest Accrual Period equal to the product of (i) the applicable Operating Advisor Fee Rate and (ii) the Stated Principal Balance of such Mortgage Loan as of the Due Date in the immediately preceding Collection Period (without giving effect to payments of principal on such Mortgage Loan on such Due Date). Such fee shall be in addition to, and not in lieu of, any other fee or other sum payable to the Operating Advisor under this Agreement. The Operating Advisor Fee shall be calculated in accordance with the provisions of Section 1.02(a) of this Agreement. For the avoidance of doubt, the Operating Advisor Fee shall be payable from the Lower-Tier REMIC. For the avoidance of doubt, no Operating Advisor Fee shall accrue on the principal balance of, or be payable with respect to, any Subordinate Companion Loan or any Non-Serviced Loan Combination. No Operating Advisor Fee shall accrue following the Operating Advisor’s resignation pursuant to Section 6.04(e) or the termination of the Operating Advisor pursuant to Section 7.07(e).

“Operating Advisor Fee Rate”: For each Interest Accrual Period, a per annum rate equal to, with respect to each Mortgage Loan (other than any Non-Serviced Mortgage Loan), 0.0013%.

“Operating Advisor Standard”: As defined in Section 3.31(b) of this Agreement.

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

“Opinion of Counsel”: A written opinion of counsel, who may, without limitation, be counsel for the Depositor, the Special Servicer or the Master Servicer, as the case

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may be, acceptable to the Certificate Administrator and the Trustee, except that any opinion of counsel relating to (a) qualification of either Trust REMIC as a REMIC or the imposition of tax under the REMIC Provisions on any income or property of either Trust REMIC, (b) compliance with the REMIC Provisions (including application of the definition of “Independent Contractor”), (c) qualification of the Grantor Trust as a grantor trust or (d) a resignation of the Master Servicer or the Special Servicer pursuant to Section 6.04(b) of this Agreement, must be an opinion of counsel who is Independent of the Depositor, the Master Servicer and the Special Servicer.

“Originator”: Any of (i) the Mortgage Loan Sellers and (ii) with respect to any Mortgage Loan acquired by a Mortgage Loan Seller, the originator of such Mortgage Loan.

“Other 17g-5 Information Provider”: The applicable other “17g-5 information provider” under an Other Pooling and Servicing Agreement relating to a Serviced Companion Loan. The Depositor shall inform the other parties hereto of the name and contact information for any Other 17g-5 Information Provider existing as of the Closing Date. The name and contact information of any such Other 17g-5 Information Provider as of the Closing Date is set forth on Schedule VIII hereto. Each party hereto shall be entitled to conclusively rely upon the information set forth on Schedule VIII until such party receives notice of any change thereto.

“Other Depositor”: The applicable other “depositor” under an Other Pooling and Servicing Agreement relating to a Serviced Companion Loan or a Non-Serviced Companion Loan, as applicable.

“Other Indemnified Parties”: As defined in Section 1.04 of this Agreement.

“Other Operating Advisor”: The applicable other “operating advisor” or “trust advisor” under an Other Pooling and Servicing Agreement relating to a Serviced Companion Loan or a Non-Serviced Companion Loan, as applicable.

“Other Pooling and Servicing Agreement”: A pooling and servicing agreement or other applicable servicing agreement relating to a Serviced Companion Loan or a Non-Serviced Loan Combination, as applicable. The Other Pooling and Servicing Agreements related to the Trust as of the Closing Date are (i) the COMM 2014-UBS3 Pooling and Servicing Agreement (with respect to the State Farm Portfolio Pari Passu Note A-2), (ii) the COMM 2014-UBS4 Pooling and Servicing Agreement (with respect to the State Farm Portfolio Pari Passu Note A-3) and (iii) the MSBAM 2014-C16 Pooling and Servicing Agreement (with respect to the State Farm Portfolio Pari Passu Note A-4). In addition, the following Serviced Companion Loans (or a portion thereof) are expected to be included in future securitizations, for which the related pooling and servicing agreements shall also be Other Pooling and Servicing Agreements: (i) the Loews Miami Beach Hotel Pari Passu Note A-2; (ii) the Loews Miami Beach Hotel Pari Passu Note A-3; (iii) the Canyon Ranch Portfolio Pari Passu Note A-2; (iv) the Canyon Ranch Portfolio Pari Passu Note A-3; and (v) the Xxxxxxx Center Pari Passu Note A-2.

“Other Securitization”: Any commercial mortgage securitization trust that holds a Serviced Companion Loan or Non-Serviced Companion Loan or any successor REO Loan with respect thereto. The initial Other Securitizations related to the Trust as of the Closing Date are (i) the COMM 2014-UBS3 Mortgage Trust securitization (with respect to the Xxxxx Xxxx

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Xxxxxxxxx Xxxx Passu Note A-2), (ii) the COMM 2014-UBS4 Mortgage Trust securitization (with respect to the State Farm Portfolio Pari Passu Note A-3) and (iii) the Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2014-C16 securitization (with respect to the State Farm Portfolio Pari Passu Note A-4). In addition, the following Serviced Companion Loans or Non-Serviced Companion Loans (or a portion thereof) are expected to be included in future securitizations, which shall also be Other Securitizations: (i) the Loews Miami Beach Hotel Pari Passu Note A-2; (ii) the Loews Miami Beach Hotel Pari Passu Note A-3; (iii) the Canyon Ranch Portfolio Pari Passu Note A-2; (iv) the Canyon Ranch Portfolio Pari Passu Note A-3; and (v) the Xxxxxxx Center Pari Passu Note A-2.

“Other Servicer”: The applicable other “master servicer” under an Other Pooling and Servicing Agreement relating to a Serviced Companion Loan or a Non-Serviced Companion Loan, as applicable.

“Other Special Servicer”: The applicable other “special servicer” under an Other Pooling and Servicing Agreement relating to a Serviced Companion Loan or a Non-Serviced Companion Loan, as applicable.

“Other Trustee”: The applicable other “trustee” or, if applicable, the other “certificate administrator” or, if applicable, the other “custodian” under an Other Pooling and Servicing Agreement relating to a Serviced Companion Loan or a Non-Serviced Companion Loan, as applicable.

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

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

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

“Pari Passu Primary Servicing Fee Rate”: With respect to any Non-Serviced Mortgage Loan, the “primary servicing fee rate” or “pari passu primary servicing rate” (each as defined or set forth in the applicable Other Pooling and Servicing Agreement) and any other servicing fee rate (other than those payable to the applicable Other Special Servicer) applicable to such Non-Serviced Mortgage Loan that constitutes a portion of the “servicing fee rate” applicable to the Other Servicer under the applicable Other Pooling and Servicing Agreement.

“Pass-Through Rate”: With respect to each Class of Certificates set forth below, the following rates:

Class		Pass-Through Rate
Class A-1		Class A-1 Pass-Through Rate
Class A-2		Class A-2 Pass-Through Rate

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Class

Pass-Through Rate

Class A-SB		Class A-SB Pass-Through Rate
Class A-3		Class A-3 Pass-Through Rate
Class A-4		Class A-4 Pass-Through Rate
Class A-M		Class A-M Pass-Through Rate
Class X-A		Class X-A Pass-Through Rate
Class X-B-1		Class X-B-1 Pass-Through Rate
Class X-B-2		Class X-B-2 Pass-Through Rate
Class X-C		Class X-C Pass-Through Rate
Class X-D		Class X-D Pass-Through Rate
Class B		Class B Pass-Through Rate

Class C		Class C Pass-Through Rate
Class D		Class D Pass-Through Rate
Class E		Class E Pass-Through Rate
Class F		Class F Pass-Through Rate
Class G		Class G Pass-Through Rate

With respect to the Class A-M Regular Interest, the Class A-M Regular Interest Pass-Through Rate. With respect to the Class B Regular Interest, the Class B Regular Interest Pass-Through Rate. With respect to the Class C Regular Interest, the Class C Regular Interest Pass-Through Rate. The Class PEZ Certificates will not have a Pass-Through Rate, but will be entitled to receive the sum of the interest distributable on the Class PEZ Percentage Interest of the Class EC Regular Interests. With respect to each Class of Lower-Tier Regular Interests, the Weighted Average Net Mortgage Pass-Through Rate.

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

“PCAOB”: The Public Company Accounting Oversight Board.

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

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

“Performance Certification”: As defined in Section 10.08 of this Agreement.

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

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“Performing Party”: As defined in Section 10.14 of this Agreement.

“Permitted Investments”: Any one or more of the following obligations or securities payable on demand or having a scheduled maturity on or before the Business Day preceding the date upon which such funds are required to be drawn, regardless of whether issued by the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee or any of their respective Affiliates and having at all times the required ratings, if any, provided for in this definition, unless each Rating Agency shall have provided a No Downgrade Confirmation relating to the Certificates and Serviced Companion Loan Securities:

(A) direct obligations of, or obligations fully guaranteed as to timely payment of principal and interest by, the United States or any agency or instrumentality thereof, provided that each such obligation is backed by the full faith and credit of the United States;

(B) repurchase agreements on obligations specified in clause (A) of this definition, with a party agreeing to repurchase such obligations (1) in the case of such investments with maturities of 30 days or less, the highest short term rating category by Xxxxx’x, and the long term obligations of which are rated at least “A2” by Xxxxx’x (or such lower rating as is the subject of a No Downgrade Confirmation by each of the Rating Agencies relating to the Certificates and any Serviced Companion Loan Securities), (2) in the case of such investments with maturities of three months or less, but more than 30 days, the short term obligations of which are rated the highest short term rating category by Xxxxx’x, or the long term obligations of which are rated at least “A2” by Xxxxx’x (or such lower rating as is the subject of a No Downgrade Confirmation by each of the Rating Agencies relating to the Certificates and any Serviced Companion Loan Securities), (3) in the case of such investments with maturities of six months or less, but more than three months, the short term obligations of which are rated the highest short term rating category by Xxxxx’x and the long term obligations of which are rated at least “Aa3” by Xxxxx’x (or such lower rating as is the subject of a No Downgrade Confirmation by each of the Rating Agencies relating to the Certificates and any Serviced Companion Loan Securities), and (4) in the case of such investments with maturities of more than six months, the short term obligations of which are rated the highest short term rating category by Xxxxx’x and the long term obligations of which are rated “Aaa” by Xxxxx’x (or such lower rating as is the subject of a No Downgrade Confirmation by each of the Rating Agencies relating to the Certificates and any Serviced Companion Loan Securities);

(C) federal funds, unsecured uncertificated certificates of deposit, time deposits, demand deposits and bankers’ acceptances of any bank or trust company organized under the laws of the United States or any state thereof, (1) in the case of such investments with maturities of 30 days or less, the short term obligations of which are rated the highest short term rating category by Xxxxx’x or the long term obligations of which are rated at least “A2” by Xxxxx’x (or such lower rating as is the subject of a No Downgrade Confirmation by each of the Rating Agencies relating to the Certificates and any Serviced Companion Loan

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Securities), (2) in the case of such investments with maturities of three months or less, but more than 30 days, the short term obligations of which are rated the highest short term rating category by Xxxxx’x, or the long term obligations of which are rated at least “A2” by Xxxxx’x (or such lower rating as is the subject of a No Downgrade Confirmation by each of the Rating Agencies relating to the Certificates and any Serviced Companion Loan Securities), (3) in the case of such investments with maturities of six months or less, but more than three months, the short term obligations of which are rated the highest short term rating category by Xxxxx’x and the long term obligations of which are rated at least “Aa3” by Xxxxx’x (or such lower rating as is the subject of a No Downgrade Confirmation by each of the Rating Agencies relating to the Certificates and any Serviced Companion Loan Securities), and (4) in the case of such investments with maturities of more than six months, the short term obligations of which are rated the highest short term rating category by Xxxxx’x and the long term obligations of which are rated “Aaa” by Xxxxx’x (or such lower rating as is the subject of a No Downgrade Confirmation by each of the Rating Agencies relating to the Certificates and any Serviced Companion Loan Securities);

(D) 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) (1) in the case of such investments with maturities of 30 days or less, the short term obligations of which are rated the highest short term rating category by Xxxxx’x, and the long term obligations of which are rated at least “A2” by Xxxxx’x (or such lower rating as is the subject of a No Downgrade Confirmation by each of the Rating Agencies relating to the Certificates and any Serviced Companion Loan Securities), (2) in the case of such investments with maturities of three months or less, but more than 30 days, the short term obligations of which are rated the highest short term rating category by Xxxxx’x, or the long term obligations of which are rated at least “A2” by Xxxxx’x (or such lower rating as is the subject of a No Downgrade Confirmation by each of the Rating Agencies relating to the Certificates and any Serviced Companion Loan Securities), (3) in the case of such investments with maturities of six months or less, but more than three months, the short term obligations of which are rated the highest short term rating category by Xxxxx’x and the long term obligations of which are rated at least “Aa3” by Xxxxx’x (or such lower rating as is the subject of a No Downgrade Confirmation by each of the Rating Agencies relating to the Certificates and any Serviced Companion Loan Securities), and (4) in the case of such investments with maturities of more than six months, the short term obligations of which are rated the highest short term rating category by Xxxxx’x and the long term obligations of which are rated “Aaa” by Xxxxx’x (provided, in the case of clauses (1), (2), (3) and (4), investments of Escrow Payments in any Escrow Account must only be rated “P-1” by Xxxxx’x) (or such lower rating as is the subject of a No Downgrade Confirmation by each of the Rating Agencies relating to the Certificates and any Serviced Companion Loan Securities);

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(E) units of taxable money market mutual funds, issued by regulated investment companies, which seek to maintain a constant net asset value per share (including the Federated Prime Obligation Money Market Fund, US Bank Long Term Eurodollar Sweep or the Xxxxx Fargo Advantage Heritage Money Market Fund) so long as any such fund is rated in the highest money market fund category by Xxxxx’x (or such lower rating as is the subject of a No Downgrade Confirmation by each of the Rating Agencies relating to the Certificates);

(F) an obligation or security 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 (B) – (E) above, and is the subject of a No Downgrade Confirmation relating to the Certificates and any Serviced Companion Loan Securities from each Rating Agency for which the minimum rating(s) set forth in the applicable clause is not satisfied with respect to such obligation or security; and

(G) any other obligation or security other than one listed in clauses (A) – (E) above, that is the subject of a No Downgrade Confirmation relating to the Certificates and any Serviced Companion Loan Securities from each and every Rating Agency;

provided that each investment described hereunder shall not (A) evidence either the right to receive (1) only interest with respect to such investment or (2) a yield to maturity greater than 120% of the yield to maturity at par of the underlying obligations, (B) be purchased at a price greater than par if such investment may be prepaid or called at a price less than its purchase price prior to stated maturity, (C) be sold prior to stated maturity if such sale would result in a loss of principal on the instrument or a tax on “prohibited transactions” under Section 860F of the Code or (D) have an “r” highlighter or other comparable qualifier attached to its rating; and provided, further, that each investment described hereunder must have (X) a predetermined fixed amount of principal due at maturity (that cannot vary or change), (Y) an original maturity of not more than 365 days and a remaining maturity of not more than thirty (30) days and (Z) except in the case of a Permitted Investment described in clause (E) of this definition, a fixed interest rate or an interest rate that is tied to a single interest rate index plus a single fixed spread and moves proportionately with that index; and provided, further, that each investment described hereunder must be a “cash flow investment” (within the meaning of the REMIC Provisions).

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

“Permitted Transferee”: With respect to a Class R or Class LR Certificate, any Person or agent thereof that is a Qualified Institutional Buyer, other than (a) a Disqualified Organization, (b) any other Person so designated by the Certificate Registrar who is unable to provide an Opinion of Counsel (provided at the expense of such Person or the Person requesting the Transfer) to the effect that the Transfer of an Ownership Interest in any Class R or Class LR Certificate to such Person will not cause either Trust REMIC to fail to qualify as a REMIC at any

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time that the Certificates are outstanding, (c) a Person that is a Disqualified Non-U.S. Person and (d) a Plan or any Person investing the assets of a Plan.

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

“Pillar”: Pillar Funding LLC, in its capacity as a Mortgage Loan Seller, and its successors in interest.

“Pillar Indemnification Agreement”: The agreement dated as of the Pricing Date, between the Depositor, Pillar and the Underwriters.

“Pillar Mortgage Loans”: Each Mortgage Loan transferred and assigned to the Depositor pursuant to the Pillar Purchase Agreement.

“Pillar Purchase Agreement”: The Mortgage Loan Purchase Agreement dated and effective as of the Closing Date, between Pillar and the Depositor.

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

“Prepayment Assumption”: The assumption that (i) each Mortgage Loan (other than an ARD Loan) does not prepay prior to its respective Maturity Date and (ii) each ARD Loan prepays on its Anticipated Repayment Date.

“Prepayment Interest Excess”: With respect to any Distribution Date, the aggregate amount, with respect to all Mortgage Loans or the Serviced Companion Loan serviced by the Master Servicer that were subject to Principal Prepayment in full or in part, or as to which Insurance Proceeds, Liquidation Proceeds or Condemnation Proceeds, as applicable, were received by the Master Servicer or Special Servicer for application to such Mortgage Loans or Serviced Companion Loans, in each case after the Due Date in the month of such Distribution Date and on or prior to the related Determination Date, the amount of interest accrued at the Mortgage Rate for such Mortgage Loans or Serviced Companion Loan on the amount of such Principal Prepayments, Insurance Proceeds, Liquidation Proceeds and Condemnation Proceeds after the Due Date relating to such Collection Period and accruing in the manner set forth in the related Loan Documents, to the extent such interest is collected by the Master Servicer or the Special Servicer (without regard to any Prepayment Premium, Yield Maintenance Charge or Excess Interest actually collected).

“Prepayment Interest Shortfall”: With respect to any Distribution Date, for each Mortgage Loan or Serviced Companion Loan serviced by the Master Servicer that was subject to a Principal Prepayment in full or in part and which did not include a full month’s interest, or as to which Insurance Proceeds, Liquidation Proceeds or Condemnation Proceeds, as applicable, were received by the Master Servicer or Special Servicer for application to such Mortgage Loan or Serviced Companion Loan, in each case after the Due Date in the calendar month preceding such Distribution Date but prior to the Due Date in the related Collection Period, the amount of interest that would have accrued at the Net Mortgage Pass-Through Rate for such Mortgage Loan or Serviced Companion Loan on the amount of such Principal Prepayment, Insurance

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Proceeds, Liquidation Proceeds or Condemnation Proceeds during the period commencing on the date as of which such Principal Prepayment, Insurance Proceeds, Liquidation Proceeds or Condemnation Proceeds, as applicable, were applied to the unpaid principal balance of the Mortgage Loan or Serviced Companion Loan and ending on (and including) the day immediately preceding such Due Date (without regard to any Prepayment Premium, Yield Maintenance Charge or Excess Interest actually collected).

“Prepayment Premium”: Any premium, fee or other additional amount (other than a Yield Maintenance Charge) paid or payable on a Mortgage Loan or Serviced Companion Loan by a Borrower as the result of a Principal Prepayment thereon, not otherwise due thereon, in respect of principal or interest, which is intended to compensate the holder of the related Note for prepayment.

“Pricing Date”: September 10, 2014.

“Primary Servicing Fee Rate”: (A) With respect to each Mortgage Loan (other than a Non-Serviced Mortgage Loan), the rate per annum set forth on Exhibit B to this Agreement and (B) with respect to each Loews Miami Beach Hotel Companion Loan, each Canyon Ranch Portfolio Companion Loan, each State Farm Portfolio Companion Loan and the Xxxxxxx Center Companion Loan, 0.005% per annum. With respect to a Non-Serviced Mortgage Loan, except as provided for on Exhibit B to this Agreement, no Primary Servicing Fee Rate is charged by the Master Servicer, but the Pari Passu Loan Primary Servicing Fee Rate is charged by the applicable Other Servicer pursuant to the related Other Pooling and Servicing Agreement.

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

“Principal Distribution Amount”: For any Distribution Date, an amount equal to (i) the sum of (without duplication):

(a) the principal component of all scheduled Monthly Payments (other than Balloon Payments) due on the Mortgage Loans on the related Due Date (if received during the related Collection Period or advanced);

(b) the principal component of all Assumed Scheduled Payments due on the related Due Date (if received during the related Collection Period or advanced) with respect to any Mortgage Loan that is delinquent in respect of its Balloon Payment;

(c) the Stated Principal Balance of each Mortgage Loan that was, during the related Collection Period, repurchased from the Trust Fund in connection with a Breach or Defect pursuant to Section 2.03 of this Agreement, purchased pursuant to Section 3.16

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of this Agreement, or purchased from the Trust Fund pursuant to Section 9.01 of this Agreement;

(d) the portion of Unscheduled Payments allocable to principal of any Mortgage Loan that was liquidated during the related Collection Period;

(e) the principal component of all Balloon Payments and any other principal payment on any Mortgage Loan received on or after the Maturity Date thereof, to the extent received during the related Collection Period;

(f) all other Principal Prepayments on Mortgage Loans received in the related Collection Period; and

(g) any other full or partial recoveries in respect of principal of Mortgage Loans, including Net Insurance Proceeds, Net Liquidation Proceeds and Net REO Proceeds received in the related Collection Period (net of any related outstanding P&I Advances allocable to principal, but including any amount related to the Loss of Value Payments to the extent that such amount was transferred into the Collection Account pursuant to Section 3.06(e) of this Agreement during the related Collection Period);

as reduced by (ii) any (1) Nonrecoverable Advances plus interest on such Nonrecoverable Advances that are paid or reimbursed from principal collections on the Mortgage Loans or, with respect to Property Advances, the Serviced Loan Combinations, in a period during which such principal collections would have otherwise been included in the Principal Distribution Amount for such Distribution Date and (2) Workout-Delayed Reimbursement Amounts that were paid or reimbursed from principal collections on the Mortgage Loans or, with respect to Property Advances, the Serviced Loan Combinations, 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 (1) and (2) above, if any of the amounts that were reimbursed from principal collections on the Mortgage Loans or, with respect to Property Advances, the Serviced Loan Combinations, are subsequently recovered on the related Mortgage Loan or Serviced Loan Combination, such recovery will increase the Principal Distribution Amount for the Distribution Date related to the period in which such recovery occurs).

The principal component of the amounts set forth above shall be determined in accordance with Section 1.02 of this Agreement.

“Principal Prepayment”: Any payment of principal made by a Borrower on a Mortgage Loan or Serviced Companion Loan which is received in advance of its scheduled due date and which is not accompanied by an amount of interest representing the full amount of scheduled interest due on any date or dates in any month or months subsequent to the month of prepayment.

“Private Certificate”: Each of the Class X-B-1, Class X-B-2, Class X-C, Class X-D, Class D, Class E, Class F, Class G, Class V, Class R and Class LR Certificates.

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

“Private Placement Memorandum”: Means the Private Placement Memorandum, dated the Pricing Date, pursuant to which the Private Certificates will be offered for sale.

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

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

“Privileged Person”: A party to this Agreement, a designee of the Depositor, each Serviced Companion Loan Noteholder that delivers a certification substantially in the form of Exhibit EE hereto, the Controlling Class Representative (but only if no Consultation Termination Event has occurred and is continuing), each Loan-Specific Directing Holder, each Mortgage Loan Seller, each Underwriter, each Initial Purchaser and any other person who delivers to the Certificate Administrator an Investor Certification and any NRSRO that delivers an NRSRO Certification to the 17g-5 Information Provider, which Investor Certification and NRSRO Certification may be submitted electronically via the Certificate Administrator’s Website or the 17g-5 Information Provider’s Website, as applicable; provided, that in no event shall a Borrower, a Manager of a Mortgaged Property, an Affiliate, principal, partner, member, joint venturer, limited partner, employee, representative, director, advisor or investor in any of the foregoing or an agent of any of the foregoing be considered a Privileged Person.

“Prohibited Party”: Any proposed Servicing Function Participant that is listed on the Depositor’s Do Not Hire List.

“Property Advance”: As to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Loan Combination, any advance made by the Master Servicer or the Trustee, as applicable, in respect of Property Protection Expenses or any expenses incurred to protect, preserve and enforce the security for a Mortgage Loan or a Serviced Loan Combination or to pay taxes and assessments or insurance premiums with respect to the related Mortgaged

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Property, to the extent the making of any such advance is specifically provided for in this Agreement, including, but not limited to, as provided in Section 3.01(e) and Section 3.21 of this Agreement, as applicable. Each reference to the payment or reimbursement of a Property Advance shall be deemed to include, whether or not specifically referred to, payment or reimbursement of interest thereon at the Advance Rate. Notwithstanding anything to the contrary, “Property Advance” shall not include allocable overhead of the Master Servicer or the Special Servicer, as applicable, such as costs for office space, office equipment, supplies and related expenses, employee salaries and related expenses and similar internal costs and expenses or costs and expenses incurred by any such party in connection with its purchase of a Mortgage Loan or REO Property.

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

“Prospectus”: The Depositor’s Prospectus dated July 15, 2014, as supplemented by the Prospectus Supplement dated the Pricing Date, relating to the offering of the Publicly Offered Certificates.

“PTCE”: Prohibited Transaction Class Exemption.

“Publicly Offered Certificates”: Each of the Class X-0, Xxxxx X-0, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-M, Class B, Class PEZ and Class C Certificates.

“Publicly Offered Global Certificates”: Each of the Publicly Offered Certificates, if and so long as the applicable Class of Publicly Offered Certificates is registered in the name of the Depository.

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

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

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

(i) in the case of each Mortgage Loan or Serviced Loan Combination, an insurance company or security or bonding company qualified to write the related

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insurance policy in the relevant jurisdiction and whose claims paying ability is rated (a) at least “A” by Fitch (or, if not rated by Fitch, an equivalent rating by (x) at least two NRSRO’s (which may include S&P, DBRS and/or Xxxxx’x) or (y) one NRSRO (which may include S&P, DBRS and/or Xxxxx’x) and AM Best) and (b) “A3” by Xxxxx’x (or, if not rated by Xxxxx’x, at least “A” by S&P), and

(ii) in the case of the fidelity bond and the errors and omissions insurance required to be maintained pursuant to Section 3.08(d) of this Agreement, (a) a company that shall have a claim paying ability rated at least equal to any one of the following: (1) “A-” or better by S&P, (2) “A3” or better by Xxxxx’x, (3) “A-“ or better by Fitch, (4) “A (low)” or better by DBRS or (5) “A-:X” or better by A.M. Best,

or, in the case of clauses (i) and (ii), such other rating as to which the related Rating Agency (and, if applicable, the related Serviced Companion Rating Agency) has provided a No Downgrade Confirmation relating to the Certificates and any Serviced Companion Loan Securities (subject to the foregoing exceptions).

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

“Qualifying Substitute Mortgage Loan”: A mortgage loan which must, on the date of substitution: (i) have an outstanding Stated Principal Balance, after application of all scheduled payments of principal and/or interest due during or prior to the month of substitution, whether or not received, not in excess of the Stated Principal Balance of the Removed Mortgage 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 Removed Mortgage Loan; (iii) have the same Due Date as the Removed Mortgage Loan; (iv) accrue interest on the same basis as the Removed Mortgage Loan (for example, on the basis of a 360-day year and the actual number of days elapsed); (v) have a remaining term to stated maturity not greater than, and not more than two years less than, the remaining term to stated maturity of the Removed Mortgage Loan; (vi) have an original loan to value ratio not higher than that of the Removed Mortgage Loan and a current loan to value ratio not higher than the then current loan-to-value ratio of the Removed Mortgage Loan; (vii) materially comply as of the date of substitution 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 that will be delivered as a part of the related Servicing File; (ix) have an original Debt Service Coverage Ratio of not less than the original Debt Service Coverage Ratio of the Removed Mortgage Loan and a current Debt Service Coverage Ratio of not less than the current Debt Service Coverage Ratio of the Removed Mortgage Loan; (x) be determined by an Opinion of Counsel (at the applicable Mortgage Loan Seller’s expense) to be a “qualified replacement mortgage” within the meaning of Section 860G(a)(4) of the Code; (xi) not have a maturity date after the date that is three years prior to the Rated Final Distribution Date; (xii) not be substituted for a Removed Mortgage Loan unless the Certificate Administrator and the Trustee have received prior No Downgrade Confirmation (the cost, if any, of obtaining such No Downgrade Confirmation to be paid by the applicable Mortgage Loan Seller (provided that no such confirmation from any Rating Agency

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shall be required with respect to any Serviced Companion Loan Securities); (xiii) have been approved, so long as no Control Termination Event has occurred and is continuing, by the Directing Holder; (xiv) prohibit defeasance within two years after the Closing Date; and (xv) not be substituted for a Removed Mortgage Loan if it would result in the termination of the REMIC status of either Trust REMIC or the imposition of tax on either Trust REMIC other than a tax on income expressly permitted or contemplated to be received by the terms of this Agreement, as determined by an Opinion of Counsel. In the event that one or more mortgage loans are substituted for one or more Removed Mortgage Loans, then the amounts described in clause (i) shall be determined on the basis of aggregate Stated Principal Balances and the rates described in clause (ii) above and the remaining term to stated maturity referred to in clause (v) above shall be determined on a weighted average basis; provided that no individual Mortgage Rate shall be lower than the highest Pass-Through Rate (that is a fixed rate not subject to a cap equal to the Weighted Average Net Mortgage Pass-Through Rate) of any Class of Sequential Pay Certificates (other than the Classes of Exchangeable Certificates) or any Class EC Regular Interest having an outstanding Certificate Balance. When a Qualifying Substitute Mortgage Loan is substituted for a Removed Mortgage Loan, the applicable Mortgage Loan Seller shall certify that the Mortgage Loan meets all of the requirements of the above definition and shall send such certification to the Certificate Administrator, the Operating Advisor, the Trustee and, for so long as no Consultation Termination Event has occurred and is continuing, the Directing Holder.

“Rated Final Distribution Date”: The Distribution Date in September 2047. The Class R and Class LR Certificates will not have a Rated Final Distribution Date.

“Rating Agency”: Any of Xxxxx’x, XXXX or Morningstar; provided, that with respect to any matter affecting a Non-Serviced Mortgage Loan or any Serviced Loan Combination, “Rating Agency” shall also refer to any rating agency engaged to rate the Serviced Companion Loan Securities related to such Serviced Loan Combination or securities related to such Non-Serviced Mortgage Loan, as applicable.

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

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

“Realized Loss”: With respect to any Distribution Date, the amount, if any, by which (i) the aggregate Certificate Balance of the Sequential Pay Certificates (other than the Exchangeable Certificates) and the Class EC Regular Interests, after giving effect to distributions of principal on such Distribution Date, exceeds (ii) the aggregate Stated Principal Balance of the Mortgage Loans in the Mortgage Pool (for purposes of this calculation only, not giving effect to any reductions of the Stated Principal Balance for principal payments received on the Mortgage Loans in the Mortgage Pool that were used to reimburse the Master Servicer or the Trustee from general collections of principal on the Mortgage Loans for Workout-Delayed Reimbursement Amounts, to the extent such Workout-Delayed Reimbursement Amounts are not otherwise determined to be Nonrecoverable Advances), immediately following the Determination Date preceding such Distribution Date.

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

“Record Date”: With respect to each Distribution Date, the close of business on the last Business Day of the calendar month preceding the month in which such Distribution Date occurs.

“Regular Certificates”: The Class X-0, Xxxxx X-0, Class A-SB, Class A-3, Class A-4, Class X-A, Class X-B-1, Class X-B-2, Class X-C, Class X-D, Class D, Class E, Class F and Class G Certificates.

“Regular Interests”: The Class EC Regular Interests.

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

“Regulation D”: Regulation D under the Act.

“Regulation S”: Regulation S under the Act.

“Regulation S Global Certificate”: Each of the Class X-B-1, Class X-B-2, Class X-C, Class X-D, Class D, Class E, Class F and Class G Certificates issued as such on the Closing Date.

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

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

“Relevant Action”: As defined in Section 3.30(d) of this Agreement.

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

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

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

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

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

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

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

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

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

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

“REO Account”: As defined in Section 3.15(b) of this Agreement.

“REO Loan”: Any Mortgage Loan (excluding any Non-Serviced Mortgage Loan) or Serviced Loan Combination as to which the related Mortgaged Property has become an REO Property.

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

“REO Property”: A Mortgaged Property title to which has been acquired by the Special Servicer on behalf of the Trust Fund through foreclosure, deed in lieu of foreclosure or otherwise, or in the case of a Non-Serviced Mortgage Loan, the Trust Fund’s beneficial interest in the Mortgaged Property acquired by the Other Trustee pursuant to the Other Pooling and Servicing Agreement.

“Replacement Mortgage Loan”: Any Qualifying Substitute Mortgage Loan that is substituted for one or more Removed Mortgage Loans.

“Reporting Servicer”: As defined in Section 10.12 of this Agreement.

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

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

“Repurchase Price”: With respect to (i) any Mortgage Loan to be repurchased or purchased pursuant to Section 2.03(e) or Section 9.01 of this Agreement, (ii) any Specially Serviced Loan or any Serviced REO Loan to be sold pursuant to Section 3.16 of this Agreement or (iii) any Defaulted Mortgage Loan that is a Non-Serviced Mortgage Loan to be sold by the Special Servicer in accordance with the proviso in Section 3.16(b) of this Agreement, an amount, calculated by the Master Servicer or the Special Servicer, as applicable, equal to:

(a) the outstanding principal balance of such Mortgage Loan as of the date of purchase; plus

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

(c) all related unreimbursed Property Advances plus accrued and unpaid interest on related Advances at the Advance Rate, and all Special Servicing Fees and Workout Fees allocable to such Mortgage Loan (and, in the case of a Non-Serviced Mortgage Loan, unpaid fees payable to the applicable servicer, Other Servicer, the Other Special Servicer or the Other Trustee allocable to such Mortgage Loan); plus

(d) any Liquidation Fee due pursuant to Section 3.12 of this Agreement allocable to such Mortgage Loan or Specially Serviced Mortgage Loan; plus

(e) all Additional Trust Fund Expenses allocable to such Mortgage Loan; plus

(f) if such Mortgage Loan (or related REO Loan) is being purchased by a Mortgage Loan Seller pursuant to the related Mortgage Loan Purchase Agreement, to the extent not otherwise included in the amount described in clause (c) of this definition, all

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reasonable out-of-pocket expenses reasonably incurred or to be incurred by the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator and the Trustee in respect of the Breach or Defect giving rise to the repurchase obligation, including any such expenses arising out of the enforcement of the repurchase obligation, including, without duplication, any such expenses previously reimbursed from the Collection Account or the applicable Serviced Loan Combination Collection Account, as applicable, plus accrued and unpaid interest thereon at the Advance Rate, to the extent payable to the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee.

For purposes of this Agreement, (i) the “Repurchase Price” in respect of a Serviced Companion Loan that is purchased by the related Mortgage Loan Seller shall be the repurchase price paid by the related Mortgage Loan Seller under the related Other Pooling and Servicing Agreement or the applicable servicing agreement and (ii) with respect to a sale of an REO Property securing a Serviced Loan Combination, the term Mortgage Loan or REO Loan shall be construed to include any related Companion Loans.

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

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

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

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

“Repurchased Note”: As defined in Section 2.03(d) of this Agreement.

“Repurchased Percentage Interest”: As defined in Section 2.03(d) of this Agreement.

“Repurchasing Seller”: As defined in Section 2.03(d) of this Agreement.

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

“Requesting Holders”: As defined in Section 4.08(b) of this Agreement.

“Requesting Party”: As defined in Section 3.30(a) of this Agreement.

“Reserve Accounts”: With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Loan Combination, reserve accounts, if any, established pursuant to the Mortgage or the Loan Agreement and any Escrow Account. Any Reserve Account may be a sub-account of a related Cash Collateral Account. Any Reserve Account shall be beneficially owned for federal income tax purposes by the Person who is entitled to receive the reinvestment income or gain thereon in accordance with the terms and provisions of the

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related Mortgage Loan or Serviced Loan Combination and Section 3.07 of this Agreement, which Person shall be taxed on all reinvestment income or gain thereon. The Master Servicer shall be permitted to make withdrawals therefrom for deposit into the related Cash Collateral Account, if applicable, or the Collection Account or for the purposes set forth under the related Loan Documents for the related Mortgage Loan or Serviced Loan Combination.

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

“Resolution Extension Period” shall mean:

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

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

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

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

“Responsible Officer”: When used with respect to the Trustee or the Certificate Administrator, any officer of the Trustee or the Certificate Administrator, as the case may be, assigned to the Corporate Trust Office of such party; in each case, with direct responsibility for the administration of this Agreement and also, with respect to a particular matter, any other officer to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject, and, in the case of any certification required to be signed by a

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Responsible Officer, such an officer whose name and specimen signature appears on a list of corporate trust officers furnished to the Master Servicer by the Trustee and the Certificate Administrator, as such list may from time to time be amended.

Document Metadata

Table of Contents

DEUTSCHE MORTGAGE & ASSET RECEIVING CORPORATION,