RBS COMMERCIAL FUNDING INC., as Depositor, WELLS FARGO BANK, NATIONAL ASSOCIATION, as General Master Servicer, CWCAPITAL ASSET MANAGEMENT LLC, as General Special Servicer, NCB, FSB, as NCB Master Servicer, NCB, FSB, as Co-op Special Servicer, TRIMONT...

Exhibit 4.1

RBS COMMERCIAL FUNDING INC., as Depositor,

XXXXX FARGO BANK, NATIONAL ASSOCIATION,

as General Master Servicer,

CWCAPITAL ASSET MANAGEMENT LLC,

as General Special Servicer,

NCB, FSB,

as NCB Master Servicer,

NCB, FSB,

as Co-op Special Servicer,

TRIMONT REAL ESTATE ADVISORS, INC.,

as Trust Advisor,

XXXXX FARGO BANK, NATIONAL ASSOCIATION,

as Certificate Administrator, as Tax Administrator and as Custodian,

and

WILMINGTON TRUST, NATIONAL ASSOCIATION,

as Trustee

POOLING AND SERVICING AGREEMENT

Dated as of September 1, 2014

$940,849,000

Aggregate Initial Certificate Principal Balance

Commercial Mortgage Pass-Through Certificates

Series 2014-C23

TABLE OF CONTENTS

			Page
ARTICLE I
DEFINITIONS; GENERAL INTERPRETIVE PRINCIPLES; CERTAIN CALCULATIONS IN RESPECT OF THE MORTGAGE POOL
Section 1.01	Defined Terms		8
Section 1.02	General Interpretive Principles		110
Section 1.03	Certain Calculations in Respect of the Mortgage Pool		110
Section 1.04	Cross-Collateralized Mortgage Loans		114
Section 1.05	Incorporation of Preliminary Statement		114
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES; ORIGINAL ISSUANCE OF REMIC I REGULAR INTERESTS, REMIC II REGULAR INTERESTS, REMIC III COMPONENTS, REMIC I RESIDUAL INTEREST, REMIC II RESIDUAL INTEREST, REMIC III RESIDUAL INTEREST AND CERTIFICATES
Section 2.01	Conveyance of Mortgage Loans		115
Section 2.02	Acceptance of Mortgage Loans by Trustee		120
Section 2.03	Certain Repurchases and Substitutions of Mortgage Loans by the Responsible Repurchase Parties		123
Section 2.04	Representations and Warranties of the Depositor		132
Section 2.05	Representations and Warranties of the Master Servicers		133
Section 2.06	Representations and Warranties of the Special Servicers		135
Section 2.07	Representations and Warranties of the Trust Advisor		137
Section 2.08	Representations and Warranties of the Certificate Administrator		138
Section 2.09	Representations and Warranties of the Tax Administrator		140
Section 2.10	Representations, Warranties and Covenants of the Trustee		141
Section 2.11	Creation of REMIC I; Issuance of the REMIC I Regular Interests and the REMIC I Residual Interest; Certain Matters Involving REMIC I		143
Section 2.12	Conveyance of the REMIC I Regular Interests; Acceptance of the REMIC I Regular Interests by Trustee		147
Section 2.13	Creation of REMIC II; Issuance of the REMIC II Regular Interests and the REMIC II Residual Interest; Certain Matters Involving REMIC II		147
Section 2.14	Conveyance of the REMIC II Regular Interests; Acceptance of the REMIC II Regular Interests by Trustee		149

-i-

TABLE OF CONTENTS

(Continued)

			Page
Section 2.15	Creation of REMIC III; Issuance of the Regular Certificates, the Class A-S Regular Interest, the Class B Regular Interest, the Class C Regular Interest, the REMIC III Components and the REMIC III Residual Interest; Certain Matters Involving REMIC III and the Class A-S, Class B, Class C, and Class PEX Certificates		150
Section 2.16	Issuance of the Class R Certificates		153
Section 2.17	Grantor Trust Pool; Issuance of the Class A-S, Class B, Class C and Class PEX Certificates		153
ARTICLE III
ADMINISTRATION AND SERVICING OF THE TRUST FUND
Section 3.01	General Provisions		154
Section 3.02	Collection of Mortgage Loan Payments		162
Section 3.03	Collection of Taxes, Assessments and Similar Items; Servicing Accounts; Reserve Accounts		163
Section 3.04	Collection Account, Distribution Account, Interest Reserve Account, Excess Liquidation Proceeds Account, Serviced Pari Passu Companion Loan Custodial Account, and Loss of Value Reserve Fund		166
Section 3.05	Permitted Withdrawals From the Collection Account, the Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Account		174
Section 3.06	Investment of Funds in the Accounts		191
Section 3.07	Maintenance of Insurance Policies; Errors and Omissions and Fidelity Coverage		193
Section 3.08	Enforcement of Alienation Clauses		199
Section 3.09	Realization Upon Defaulted Serviced Mortgage Loans		203
Section 3.10	Trustee to Cooperate; Release of Mortgage Files		207
Section 3.11	Master Servicing and Special Servicing Compensation; Interest on and Reimbursement of Servicing Advances; Payment of Certain Expenses; Obligations of the Trustee Regarding Back-up Servicing Advances		209
Section 3.12	Property Inspections; Collection of Financial Statements		223
Section 3.13	[Reserved.]		225
Section 3.14	[Reserved.]		225
Section 3.15	Access to Information		225
Section 3.16	Title to Administered REO Property; REO Account		226
Section 3.17	Management of Administered REO Property		228
Section 3.18	Sale of Defaulted Mortgage Loans and Administered REO Properties; Sale of the Non-Trust-Serviced Pooled Mortgage Loans		232
Section 3.19	Additional Obligations of Master Servicers and Special Servicers		240
Section 3.20	Modifications, Waivers, Amendments and Consents		247

-ii-

TABLE OF CONTENTS

(Continued)

			Page
Section 3.21	Transfer of Servicing Between Master Servicers and Special Servicers; Record Keeping		255
Section 3.22	Sub-Servicing Agreements		257
Section 3.23	Subordinate Class Representative		261
Section 3.24	Asset Status Reports and Certain Rights and Powers of the Subordinate Class Representative		263
Section 3.25	Application of Default Charges		270
Section 3.26	Certain Matters Regarding the Serviced Loan Combinations		272
Section 3.27	Rating Agency Confirmations; Communications with Rating Agencies		276
Section 3.28	The Trust Advisor		281
Section 3.29	[Reserved.]		291
Section 3.30	General Acknowledgement Regarding Non-Serviced Companion Loan Holders		291
Section 3.31	Matters Regarding the Non-Trust-Serviced Pooled Mortgage Loans		291
Section 3.32	Litigation Control		291
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01	Distributions		294
Section 4.02	Distribution Date Statements; Servicer Reporting		306
Section 4.03	P&I Advances		315
Section 4.04	Allocation of Realized Losses and Additional Trust Fund Expenses		320
Section 4.05	Allocation of Certain Trust Advisor Expenses		322
Section 4.06	Calculations		324
ARTICLE V
THE CERTIFICATES
Section 5.01	The Certificates		324
Section 5.02	Registration of Transfer and Exchange of Certificates		325
Section 5.03	Book-Entry Certificates		334
Section 5.04	Mutilated, Destroyed, Lost or Stolen Certificates		335
Section 5.05	Persons Deemed Owners		336
Section 5.06	Certification by Certificate Owners		336
Section 5.07	Appointment of Authenticating Agents		336
Section 5.08	[Reserved.]		337
Section 5.09	Exchanges of Exchangeable Certificates		337

-iii-

TABLE OF CONTENTS

(Continued)

			Page
ARTICLE VI
THE DEPOSITOR, THE MASTER SERVICERS, THE SPECIAL SERVICERS AND THE TRUST ADVISOR
Section 6.01	Liability of the Depositor, the Master Servicers, the Special Servicers and the Trust Advisor		339
Section 6.02	Merger, Consolidation or Conversion of the Depositor, the Master Servicers, the Trust Advisor or the Special Servicers		339
Section 6.03	Limitation on Liability of the Depositor, the Trust Advisor, the Master Servicers and the Special Servicers		340
Section 6.04	Resignation of a Master Servicer or a Special Servicer		343
Section 6.05	Replacement of Special Servicers		345
Section 6.06	Rights of the Depositor and the Trustee in Respect of the Master Servicers and the Special Servicers		348
Section 6.07	Master Servicers and Special Servicers May Own Certificates		348
ARTICLE VII
SERVICER TERMINATION EVENTS
Section 7.01	Servicer Termination Event		349
Section 7.02	Trustee To Act; Appointment of Successor		356
Section 7.03	Notification to Certificateholders		357
Section 7.04	Waiver of Servicer Termination Event		357
Section 7.05	Additional Remedies of Trustee Upon Servicer Termination Event		358
ARTICLE VIII
THE TRUSTEE, THE CUSTODIAN, THE CERTIFICATE ADMINISTRATOR AND THE TAX ADMINISTRATOR
Section 8.01	Duties of the Trustee, the Certificate Administrator and the Tax Administrator		359
Section 8.02	Certain Matters Affecting the Trustee, the Certificate Administrator and the Tax Administrator		361
Section 8.03	The Trustee, the Certificate Administrator and the Tax Administrator not Liable for Validity or Sufficiency of Certificates or Mortgage Loans		364
Section 8.04	The Trustee, the Certificate Administrator and the Tax Administrator May Own Certificates		364
Section 8.05	Fees and Expenses of the Trustee, the Certificate Administrator and the Tax Administrator; Indemnification of and by the Trustee, the Certificate Administrator and the Tax Administrator		364

-iv-

TABLE OF CONTENTS

(Continued)

			Page
Section 8.06	Eligibility Requirements for the Trustee, the Certificate Administrator and the Tax Administrator		367
Section 8.07	Resignation and Removal of the Trustee, the Certificate Administrator and the Tax Administrator		368
Section 8.08	Successor Trustee, Certificate Administrator and Tax Administrator		371
Section 8.09	Merger or Consolidation of the Trustee, the Certificate Administrator or the Tax Administrator		371
Section 8.10	Appointment of Co-Trustee or Separate Trustee		372
Section 8.11	Appointment of Custodian		373
Section 8.12	Access to Certain Information		373
Section 8.13	Cooperation Under Applicable Banking Law		381
ARTICLE IX
TERMINATION
Section 9.01	Termination Upon Repurchase or Liquidation of All Mortgage Loans		382
Section 9.02	Additional Termination Requirements		385
ARTICLE X
ADDITIONAL TAX PROVISIONS
Section 10.01	REMIC Administration		386
Section 10.02	Grantor Trust Administration		389
Section 10.03	The Depositor, the Master Servicers and the Special Servicers to Cooperate with the Tax Administrator		392
ARTICLE XI
EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE
Section 11.01	Intent of the Parties; Reasonableness		393
Section 11.02	Notification Requirements and Deliveries in Connection with Securitization of a Serviced Pari Passu Companion Loan		394
Section 11.03	Sub-Servicers; Subcontractors and Agents		395
Section 11.04	Information to be Provided by the Master Servicers and the Special Servicers		396
6Section 11.05	Information to be Provided by the Trustee		397
Section 11.06	Filing Obligations		397
Section 11.07	Form 10-D Filings		399
Section 11.08	Form 10-K Filings		402
Section 11.09	Xxxxxxxx-Xxxxx Certification		405

-v-

TABLE OF CONTENTS

(Continued)

			Page
Section 11.10	Form 8-K Filings		406
Section 11.11	Suspension of Exchange Act Filings; Incomplete Exchange Act Filings; Amendments to Exchange Act Reports		408
Section 11.12	Annual Compliance Statements		408
Section 11.13	Annual Reports on Assessment of Compliance with Servicing Criteria		410

Section 11.14	Annual Independent Public Accountants’ Servicing Report		411
Section 11.15	Exchange Act Reporting Indemnification		412
Section 11.16	Amendments		415
Section 11.17	Exchange Act Report Signatures; Delivery of Notices; Interpretation of Grace Periods		416
Section 11.18	Termination of the Certificate Administrator		417
ARTICLE XII
MISCELLANEOUS PROVISIONS
Section 12.01	Amendment		418
Section 12.02	Recordation of Agreement; Counterparts		420
Section 12.03	Limitation on Rights of Certificateholders		421
Section 12.04	Governing Law		422
Section 12.05	Notices		422
Section 12.06	Communications by Electronic Mail		424
Section 12.07	Severability of Provisions		424
Section 12.08	Successors and Assigns; Beneficiaries		424
Section 12.09	Article and Section Headings		425
Section 12.10	Notices to Subordinate Class Representative		425
Section 12.11	Complete Agreement		425
Section 12.12	Precautionary Trust Indenture Act Provisions		425
Section 12.13	Waiver of Jury Trial		426

-vi-

TABLE OF CONTENTS

(Continued)

EXHIBITS
EXHIBIT A-1	Form of Certificates (other than Class R Certificates)
EXHIBIT A-2	Form of Class R Certificates
EXHIBIT B	Letters of Representations Between Issuer and Initial Depository
EXHIBIT C-1A	Form of Transferor Certificate (For Use in Connection With Transfers of Non-Registered Certificates to Non-QIB Accredited Investors)
EXHIBIT C-1B	Form of Transferee Certificate (For Use in Connection with Transfers of Non-Registered Certificates to Non-QIB Accredited Investors)
EXHIBIT C-2A	Form of Transferor Certificate (For Use in Connection with Transfers of Non-Registered Certificates to QIBs)
EXHIBIT C-2B	Form of Transferee Certificate (For Use in Connection with Transfers of Non-Registered Certificates to QIBs)
EXHIBIT C-3A	Form of Transferor Certificate (For Use in Connection with Transfers of Non-Registered Certificates Under Regulation S)
EXHIBIT C-3B	Form of Transferee Certificate (For Use in Connection with Transfers of Non-Registered Certificates Under Regulation S)
EXHIBIT D-1	Form of Transferee Certificate in Connection with ERISA (Non-Investment Grade Certificates Held in Physical Form)
EXHIBIT D-2	Form of Transferee Certificate in Connection with ERISA (Certificates Held in Book-Entry Form)
EXHIBIT E-1	Form of Transfer Affidavit and Agreement for Transfers of Class R Certificates
EXHIBIT E-2	Form of Transferor Certificate for Transfers of Class R Certificates
EXHIBIT F-1	Form of Master Servicer Request for Release
EXHIBIT F-2	Form of Special Servicer Request for Release
EXHIBIT F-3A	Form of Transferor Certificate for Transfer of the Excess Servicing Fee Rights
EXHIBIT F-3B	Form of Transferee Certificate for Transfer of the Excess Servicing Fee Rights
EXHIBIT G-1	Form of Distribution Date Statement
EXHIBIT G-2	Minimum Information for Distribution Date Statement
EXHIBIT H	[Reserved]
EXHIBIT I-1	Form of Notice and Acknowledgment Concerning Replacement of Special Servicer
EXHIBIT I-2	Form of Acknowledgment of Proposed Special Servicer
EXHIBIT J	Form of UCC-1 Financing Statement
EXHIBIT K-1	Form of Investor Certification for Non-Borrower Affiliates
EXHIBIT K-2	Form of Investor Certification for Borrower Affiliates
EXHIBIT K-3	Form of Investor Confidentiality Agreement
EXHIBIT K-4	Form of Notice of Mezzanine Collateral Foreclosure
EXHIBIT L	Form of Power of Attorney by Trustee
EXHIBIT M	Form of Final Certification of Custodian
EXHIBIT N	Form of Defeasance Certification

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TABLE OF CONTENTS

(Continued)

EXHIBIT O-1	Form of Trust Advisor Annual Report (Subordinate Control Period)
EXHIBIT O-2	Form of Trust Advisor Annual Report (Collective Consultation Period and Senior Consultation Period)
EXHIBIT O-3	Form of Notice from Trust Advisor Recommending Replacement of Special Servicer
EXHIBIT P	Form of NRSRO Certification
EXHIBIT Q	Form of Online Vendor Certification
EXHIBIT R	Additional Disclosure Notification
EXHIBIT S-1	Form of Trustee Backup Certification
EXHIBIT S-2	Form of Custodian Backup Certification
EXHIBIT S-3	Form of Certificate Administrator Backup Certification
EXHIBIT S-4	Form of Master Servicer Backup Certification
EXHIBIT S-5	Form of Special Servicer Backup Certification
EXHIBIT S-6	Form of Trust Advisor Backup Certification
EXHIBIT T	Form of Sarbanes Oxley Certification
EXHIBIT U	Form of Outside Master Servicer Notice
EXHIBIT V	Form of Notice of Exchange of Exchangeable Certificates
EXHIBIT W	Form of Intercreditor Agreement and Subordination Agreement for Co-op Mortgage Loans
SCHEDULES
SCHEDULE I	Mortgage Loan Schedule
SCHEDULE II	Schedule of Exceptions to Mortgage File Delivery (under Section 2.02(a))
SCHEDULE III	Servicing Criteria to be Addressed in Assessment of Compliance
SCHEDULE IV	Designated Sub-Servicers
SCHEDULE V	Additional Form 10-D Disclosure
SCHEDULE VI	Additional Form 10-K Disclosure
SCHEDULE VII	Form 8-K Disclosure Information
SCHEDULE VIII	Initial NOI Information for Significant Obligors
SCHEDULE IX	Schedule of Initial Serviced Pari Passu Companion Loan Holders
SCHEDULE X	Class A-SB Planned Principal Balance Schedule

-viii-

This Pooling and Servicing Agreement (this “Agreement”), is dated and effective as of September 1, 2014, among RBS COMMERCIAL FUNDING INC., as Depositor, XXXXX FARGO BANK, NATIONAL ASSOCIATION, as General Master Servicer, CWCAPITAL ASSET MANAGEMENT LLC, as General Special Servicer, NCB, FSB, as NCB Master Servicer, NCB, FSB, as Co-op Special Servicer, TRIMONT REAL ESTATE ADVISORS, INC., as Trust Advisor, XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Certificate Administrator, as Tax Administrator and as Custodian, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee.

PRELIMINARY STATEMENT:

The Depositor intends to sell Certificates, to be issued hereunder in multiple Classes, which in the aggregate will evidence the entire beneficial ownership interest in the Trust to be created hereunder.

REMIC I

As provided herein, the Tax Administrator will elect to treat the segregated pool of assets consisting of the Mortgage Loans (exclusive of certain amounts payable thereon) and certain other assets as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC I”. The Class R Certificates will evidence ownership of (among other things) the sole class of “residual interests” in REMIC I for purposes of the REMIC Provisions. The Latest Possible Maturity Date for each REMIC I Regular Interest is the date that is the Rated Final Distribution Date. None of the REMIC I Regular Interests will be certificated.

REMIC II

As provided herein, the Tax Administrator will elect to treat the segregated pool of assets consisting of the REMIC I Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC II”. The Class R Certificates will evidence ownership of (among other things) the sole class of “residual interests” in REMIC II for purposes of the REMIC Provisions. The following table sets forth the designation, the REMIC II Remittance Rate and the initial Uncertificated Principal Balance for each of the REMIC II Regular Interests (except in the case of REMIC II Regular Interest X-Y, with respect to which the initial Uncertificated Notional Amount is set forth). The Latest Possible Maturity Date for each REMIC II Regular Interest is the date that is the Rated Final Distribution Date. None of the REMIC II Regular Interests will be certificated.

Designation		REMIC II Remittance Rate		Initial Uncertificated Principal Balance or Uncertificated Notional Amount
A-1		Variable(1)		$	43,360,000
A-2		Variable(1)		$	33,162,000
A-3		Variable(1)		$	8,500,000
A-4		Variable(1)		$	245,000,000
A-5		Variable(1)		$	257,750,000
A-SB		Variable(1)		$	70,822,000
X-Y		Variable(1)		$	39,033,711	(2)
A-S		Variable(1)		$	56,451,000
B		Variable(1)		$	44,691,000
C		Variable(1)		$	35,281,000
D		Variable(1)		$	76,444,000
E		Variable(1)		$	11,761,000
F		Variable(1)		$	17,641,000
G		Variable(1)		$	39,986,629

(1) The REMIC II Remittance Rate for each REMIC II Regular Interest shall be a variable rate per annum calculated in accordance with the definition of “REMIC II Remittance Rate”.

(2) Initial Uncertificated Notional Amount.

REMIC III

As provided herein, the Tax Administrator will elect to treat the segregated pool of assets consisting of the REMIC II Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC III”. The Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class D, Class E, Class F and Class G Certificates and the Class A-S, Class B, Class C Regular Interests will evidence ownership of a class of “regular interests” in REMIC III and the Class X-A, Class X-B, Class X-C, Class X-D, Class X-E and Class X-Y Certificates will evidence ownership of seven (7), three (3), one (1), one (1), one (1) and one (1) class(es) of “regular interests” in REMIC III, respectively, all as described herein. The Class A-S Certificates and Class A-S-PEX Component will each evidence ownership of a specified portion from time to time of the Class A-S Regular Interest. The Class B Certificates and Class B PEX Component will each evidence ownership of a specified portion from time to time of the Class B Regular Interest. The Class C Certificates and Class C PEX Component will each evidence ownership of a specified portion from time to time of the Class C Regular Interest. The Class R Certificates will evidence ownership of (among other things) the sole class of “residual interests” in REMIC III for purposes of the REMIC Provisions. The Latest Possible Maturity Date for each Class of Regular Certificates (other than the Class X-A, X-B, X-C, X-D, X-E and X-Y Certificates), the Class A-S, Class B, Class C Regular Interests and the REMIC III Components is the date that is the Rated Final Distribution Date.

-2-

Designations of the REMIC III Components

The REMIC III Components of the Class X-A Certificates are hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-A Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Components of the Class X-B Certificates are hereby irrevocably assigned the alphanumeric designations under the column heading “REMIC III Component of Class X-B Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-C Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-C Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-D Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-D Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-E Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-E Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”. The REMIC III Component of the Class X-Y Certificates is hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-Y Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”.

Corresponding REMIC II Regular Interests

The following table irrevocably sets forth, with respect to each REMIC II Regular Interest (i) the Class of Certificates, Class PEX Component and/or Class A-S, Class B or Class C Regular Interest and (ii) the REMIC III Component of the Class X-A, Class X-B, Class X-C, Class X-D, Class X-E or Class X-Y Certificates, in each case for which such REMIC II Regular Interest constitutes a Corresponding REMIC II Regular Interest:

REMIC II Regular Interest

Class of Certificates or REMIC III Regular Interest

REMIC III Component of Class X-A Certificates

REMIC III Component of Class X-B Certificates

REMIC III Component of Class X-C Certificates

REMIC III Component of Class X-D Certificates

REMIC III Component of Class X-E Certificates

REMIC III Component of Class X-Y Certificates

A-1

A-1 Certificates

A-1-X-A

Not Applicable

Not Applicable

Not Applicable

Not Applicable

Not Applicable

A-2

A-2 Certificates

A-2-X-A

Not Applicable

Not Applicable

Not Applicable

Not Applicable

Not Applicable

A-3

A-3 Certificates

A-3-X-A

Not Applicable

Not Applicable

Not Applicable

Not Applicable

Not Applicable

A-4

A-4 Certificates

A-4-X-A

Not Applicable

Not Applicable

Not Applicable

Not Applicable

Not Applicable

A-5

A-5 Certificates

A-5-X-A

Not Applicable

Not Applicable

Not Applicable

Not Applicable

Not Applicable

A-SB

A-SB Certificates

A-SB-X-A

Not Applicable

Not Applicable

Not Applicable

Not Applicable

Not Applicable

A-S

A-S Certificates and A-S PEX Component (collectively representing the Class A-S Regular Interest)

A-S-X-A

Not Applicable

Not Applicable

Not Applicable

Not Applicable

Not Applicable

-3-

  REMIC II
Regular
Interest Class of
Certificates or
REMIC III
Regular
Interest   REMIC III
Component of
Class X-A
Certificates   REMIC III
Component of
Class X-B
Certificates   REMIC III
Component of
Class X-C
Certificates   REMIC III
Component of
Class X-D
Certificates   REMIC III
Component of
Class X-E
Certificates   REMIC III
Component of
Class X-Y
Certificates

B

B Certificates and B PEX Component (collectively representing the Class B Regular Interest)

Not Applicable

B-X-B

Not Applicable

Not Applicable

Not Applicable

Not Applicable

C

C Certificates and C PEX Component (collectively representing the Class C Regular Interest)

Not Applicable

C-X-B

Not Applicable

Not Applicable

Not Applicable

Not Applicable

D

D Certificates

Not Applicable

D-X-B

Not Applicable

Not Applicable

Not Applicable

Not Applicable

E

E Certificates

Not Applicable

Not Applicable

E-X-C

Not Applicable

Not Applicable

Not Applicable

F

F Certificates

Not Applicable

Not Applicable

Not Applicable

F-X-D

Not Applicable

Not Applicable

G

G Certificates

Not Applicable

Not Applicable

Not Applicable

Not Applicable

G-X-E

Not Applicable

X-Y

Not Applicable

Not Applicable

Not Applicable

Not Applicable

Not Applicable

Not Applicable

X-Y-X-Y

Each of (i) the Cut-off Date Pool Balance, (ii) the initial aggregate Uncertificated Principal Balance of the REMIC I Regular Interests, (iii) the initial aggregate Uncertificated Principal Balance of the REMIC II Regular Interests and (iv) the initial aggregate Class Principal Balance of the respective Classes of Regular Certificates (other than the Interest Only Certificates) and the Class A-S, Class B and Class C Regular Interests will be $940,849,629.

Class Designations of the Certificates, the Class PEX Components and the Class A-S, Class B and Class C Regular Interests.

The following table irrevocably sets forth the class designation, Pass-Through Rate and initial Class Principal Balance for each Class of Certificates, the Class PEX Components and the Class A-S, Class B and Class C Regular Interests.

-4-

Class Designation		Pass-Through Rate		Initial Class Principal Balance
Class A-1		1.6630% per annum		$   43,360,000
Class A-2		3.1850% per annum		$   33,162,000
Class A-3		3.7110% per annum		$     8,500,000
Class A-4		3.6500% per annum		$ 245,000,000
Class A-5		3.9170% per annum		$ 257,750,000
Class A-SB		3.6360% per annum		$   70,822,000
Class X-A		Variable(1)		$ 715,045,000(2)
Class X-B		Variable(1)		$ 156,416,000(3)
Class X-C		Variable(1)		$   11,761,000(4)
Class X-D		Variable(1)		$   17,641,000(5)
Class X-E		Variable(1)		$   39,986,629(6)
Class X-Y		Variable(1)		$   39,033,711(7)
Class A-S(8)		Variable(1)		$   56,451,000
Class A-S-PEX Component(8)		Variable(1)		$                   0
Class A-S Regular Interest(8)		Variable(1)		$   56,451,000
Class B(8)		Variable(1)		$   44,691,000
Class B-PEX Component(8)		Variable(1)		$                   0
Class B Regular Interest(8)		Variable(1)		$   44,691,000
Class C(8)		Variable(1)		$   35,281,000
Class C-PEX Component(8)		Variable(1)		$                   0
Class C Regular Interest		Variable(1)		$   35,281,000
Class PEX(8)		(9)		$                   0
Class D		Variable(1)		$   76,444,000
Class E		3.400%		$   11,761,000
Class F		3.400%		$   17,641,000
Class G		3.400%		$   39,986,629
Class R		None		None

(1) The respective Pass-Through Rates for the Class X-A, Class X-B, Class X-C, Class X-D, Class X-E, Class X-Y, Class A-S, Class B, Class C and Class D Certificates, the Class A-S-PEX Component, Class B-PEX Component and Class C-PEX Component and the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest will, in the case of each of those Classes, be a variable rate per annum calculated in accordance with the definition of “Pass-Through Rate”.

(2) The Class X-A Certificates will not have a Class Principal Balance and will not entitle their Holders to receive distributions of principal. The Class X-A Certificates will evidence the ownership of seven (7) REMIC regular interests, each corresponding to one of the components of the notional balance of the Class X-A Certificates. The Class X-A Certificates will have a Class Notional Amount which will be equal to the aggregate of the Component Notional Amounts of the REMIC III Components of such Class from time to time. As more specifically provided herein, interest in respect of such Class of Certificates will consist of the aggregate amount of interest accrued on the respective Component Notional Amounts of such Class’ REMIC III Components from time to time.

(3) The Class X-B Certificates will not have a Class Principal Balance and will not entitle their Holders to receive distributions of principal. The Class X-B Certificates will evidence the ownership of three (3) REMIC regular interests, each corresponding to one of the components of the notional balance of the Class X-B Certificates. The Class X-B Certificates will have a Class Notional Amount which will be equal to the aggregate of the Component Notional Amounts of the REMIC III Components of such Class from time to time. As more

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specifically provided herein, interest in respect of such Class of Certificates will consist of the aggregate amount of interest accrued on the respective Component Notional Amounts of such Class’ REMIC III Components from time to time.

(4) The Class X-C Certificates will not have a Class Principal Balance and will not entitle their Holders to receive distributions of principal. The Class X-C Certificates will evidence the ownership of one (1) REMIC regular interest, corresponding to the component of the notional balance of the Class X-C Certificates. The Class X-C Certificates will have a Class Notional Amount which will be equal to the Component Notional Amount of the REMIC III Component of such Class from time to time. As more specifically provided herein, interest in respect of such Class of Certificates will consist of the amount of interest accrued on the Component Notional Amount of such Class’ REMIC III Component from time to time.

(5) The Class X-D Certificates will not have a Class Principal Balance and will not entitle their Holders to receive distributions of principal. The Class X-D Certificates will evidence the ownership of one (1) REMIC regular interest, corresponding to the component of the notional balance of the Class X-D Certificates. The Class X-D Certificates will have a Class Notional Amount which will be equal to the Component Notional Amount of the REMIC III Component of such Class from time to time. As more specifically provided herein, interest in respect of such Class of Certificates will consist of the amount of interest accrued on the Component Notional Amount of such Class’ REMIC III Component from time to time.

(6) The Class X-E Certificates will not have a Class Principal Balance and will not entitle their Holders to receive distributions of principal. The Class X-E Certificates will evidence the ownership of one (1) REMIC regular interest, corresponding to the component of the notional balance of the Class X-E Certificates. The Class X-E Certificates will have a Class Notional Amount which will be equal to the Component Notional Amount of the REMIC III Component of such Class from time to time. As more specifically provided herein, interest in respect of such Class of Certificates will consist of the amount of interest accrued on the Component Notional Amount of such Class’ REMIC III Component from time to time.

(7) The Class X-Y Certificates will not have a Class Principal Balance and will not entitle their Holders to receive distributions of principal. The Class X-Y Certificates will evidence the ownership of one (1) REMIC regular interest, corresponding to the component of the notional balance of the Class X-Y Certificates. The Class X-Y Certificates will have a Class Notional Amount which will be equal to the Component Notional Amount of the REMIC III Component of such Class from time to time. As more specifically provided herein, interest in respect of such Class of Certificates will consist of the amount of interest accrued on the Component Notional Amount of such Class’ REMIC III Component from time to time.

(8) The Class A-S, Class B and Class C Certificates are not regular interests in REMIC III but represent ownership of the Class A-S Percentage Interest, the Class B Percentage Interest and the Class C Percentage Interest, respectively, in the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest, respectively. The Class A-S-PEX Component, Class B-PEX Component and Class C-PEX Component are not regular interests in REMIC III but represent ownership of the Class A-S-PEX Percentage Interest, the Class B-PEX Percentage Interest and the Class C-PEX Percentage Interest, respectively, in the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest, respectively. The Class PEX Certificates are not regular interests in REMIC III but represent ownership of the Class PEX Components.

(9) The Class PEX Certificates will not have a Pass-Through Rate, but will be entitled to receive the sum of the interest distributable on the Class PEX Components.

Grantor Trust

The Class A-S, Class B, Class C and Class PEX Certificates shall each represent undivided beneficial interests in the portion of the Grantor Trust consisting of the assets set forth opposite such Class in the following table, in each case as described herein. As provided herein, the Certificate Administrator shall not take any actions to cause the portions of the Trust Fund consisting of the Grantor Trust to fail (i) to maintain its status as a “grantor trust” under federal income tax law and (ii) to not be treated as part of any Trust REMIC Pool.

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Class Designation		Corresponding Grantor Trust Assets
Class A-S		Class A-S Specific Grantor Trust Assets
Class B		Class B Specific Grantor Trust Assets
Class C		Class C Specific Grantor Trust Assets
Class PEX		Class PEX Specific Grantor Trust Assets

Split Loan Structures

The Mortgaged Property that secures the Mortgage Loan identified as Loan No. 1 on the Mortgage Loan Schedule (the “Bank of America Plaza Mortgage Loan”) also secures three companion loans to the same Borrower, which are pari passu in right of payment to the Bank of America Plaza Mortgage Loan (each, a “Bank of America Plaza Pari Passu Companion Loan” and collectively with the Bank of America Plaza Mortgage Loan, the “Bank of America Plaza Loan Combination”). The Bank of America Plaza Pari Passu Companion Loans and all amounts attributable thereto will not be assets of the Trust Fund, the REMIC Pools or the Grantor Trust and will be beneficially owned by the holders of the Bank of America Plaza Pari Passu Companion Loans. The Bank of America Plaza Loan Combination will be serviced pursuant to (i) the WFRBS 2014-C22 Pooling and Servicing Agreement and (ii) the related Intercreditor Agreement.

The Mortgaged Property that secures the Mortgage Loan identified as Loan No. 2 on the Mortgage Loan Schedule (the “Crossings at Corona Mortgage Loan”) also secures a companion loan to the same Borrower, which is pari passu in right of payment to the Crossings at Corona Mortgage Loan (the “Crossings at Xxxxxx Xxxx Passu Companion Loan” and together with the Crossings at Corona Mortgage Loan, the “Crossings at Corona Loan Combination”). The Crossings at Xxxxxx Xxxx Passu Companion Loan and all amounts attributable thereto will not be assets of the Trust Fund, the REMIC Pools or the Grantor Trust and will be beneficially owned by the holder of the Crossings at Xxxxxx Xxxx Passu Companion Loan. The Crossings at Corona Loan Combination will be serviced pursuant to (i) this Agreement and (ii) the related Intercreditor Agreement.

The Mortgaged Property that secures the Mortgage Loan identified as Loan No. 3 on the Mortgage Loan Schedule (the “Columbus Square Portfolio Mortgage Loan”) also secures three companion loans to the same Borrower, which are pari passu in right of payment to the Columbus Square Portfolio Mortgage Loan (each, a “Columbus Square Portfolio Pari Passu Companion Loan” and collectively with the Columbus Square Portfolio Mortgage Loan, the “Columbus Square Portfolio Loan Combination”). The Columbus Square Portfolio Pari Passu Companion Loans and all amounts attributable thereto will not be assets of the Trust Fund, the REMIC Pools or the Grantor Trust and will be beneficially owned by the holders of the Columbus Square Portfolio Pari Passu Companion Loans. The Columbus Square Portfolio Loan Combination will be serviced pursuant to (i) the WFRBS 2014-C22 Pooling and Servicing Agreement and (ii) the related Intercreditor Agreement.

Capitalized terms used but not otherwise defined in this Preliminary Statement have the respective meanings assigned thereto in Section 1.01 of this Agreement.

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In consideration of the mutual agreements herein contained, the Depositor, the General Master Servicer, the General Special Servicer, the NCB Master Servicer, the Co-op Special Servicer, the Trust Advisor, the Certificate Administrator, the Tax Administrator and the Trustee hereby agree as follows:

ARTICLE I

DEFINITIONS; GENERAL INTERPRETIVE PRINCIPLES;

CERTAIN CALCULATIONS IN RESPECT OF THE MORTGAGE POOL

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 Section 1.01, subject to modification in accordance with Section 1.04.

“30/360 Basis”: The accrual of interest calculated on the basis of a 360-day year consisting of twelve 30-day months.

“30/360 Mortgage Loan”: A Mortgage Loan that accrues interest on a 30/360 Basis.

“Acceptable Insurance Default”: As defined in Section 3.07(a).

“Accrued Certificate Interest”: The interest accrued from time to time with respect to any Class of Regular Certificates and the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest, as applicable, the amount of which interest shall equal: (a) in the case of any Class of Principal Balance Certificates (other than the Class A-S, Class B, Class C and Class PEX Certificates) or the Class A-S Regular Interest, Class B Regular Interest or Class C Regular Interest, as applicable, for any Interest Accrual Period, one-twelfth of the product of (i) the Pass-Through Rate applicable to such Class of Principal Balance Certificates or the Class A-S Regular Interest, Class B Regular Interest or Class C Regular Interest, as applicable, for such Interest Accrual Period, multiplied by (ii) the Class Principal Balance of such Class of Principal Balance Certificates or the Class A-S Regular Interest, Class B Regular Interest or Class C Regular Interest, as applicable, outstanding immediately prior to the related Distribution Date; and (b) in the case of any Class of Interest Only Certificates for any Interest Accrual Period, the aggregate amount of Accrued Component Interest for all of such Class’ REMIC III Components for such Interest Accrual Period.

“Accrued Component Interest”: The interest accrued from time to time with respect to any REMIC III Component of any Class of Interest Only Certificates, the amount of which interest shall equal, for any Interest Accrual Period, one-twelfth of the product of (i)(A) in the case of each REMIC III Component of the Class X-A Certificates, the Class X-A Strip Rate applicable to such REMIC III Component for such Interest Accrual Period, (B) in the case of each REMIC III Component of the Class X-B Certificates, the Class X-B Strip Rate applicable to such REMIC III Component for such Interest Accrual Period, (C) in the case of the REMIC III Component of the Class X-C Certificates, the Class X-C Strip Rate applicable to such REMIC III Component for such Interest Accrual Period, (D) in the case of the REMIC III Component of the Class X-D Certificates, the Class X-D Strip Rate applicable to such REMIC III Component for

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such Interest Accrual Period, (E) in the case of the REMIC III Component of the Class X-E Certificates, the Class X-E Strip Rate applicable to such REMIC III Component for such Interest Accrual Period, or (F) in the case of each REMIC III Component of the Class X-Y Certificates, the Class X-Y Strip Rate applicable to such REMIC III Component for such Interest Accrual Period, as applicable, multiplied by (ii) the Component Notional Amount of such REMIC III Component outstanding immediately prior to the related Distribution Date.

 “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 recurring accrual period) in a year assumed to consist of 360 days.

“Actual/360 Mortgage Loan”: A Mortgage Loan that accrues interest on an Actual/360 Basis.

“Additional Collateral”: Any non-real property collateral (including any Letters of Credit or Reserve Funds) pledged and/or delivered by or on behalf of the related Borrower and held by the related Mortgagee to secure payment on any Mortgage Loan which, in the case of any Loan Combination, also secures payment on the related Pari Passu Companion Loan.

“Additional Form 10-D Disclosure”: As defined in Section 11.07.

“Additional Form 10-K Disclosure”: As defined in Section 11.08.

“Additional Master Servicing Compensation”: As defined in Section 3.11(b).

“Additional Servicer”: Each Affiliate of any Master Servicer, any Mortgage Loan Seller, the Depositor, the Non-Trust Master Servicer, the Non-Trust Special Servicer or any of the Underwriters, that Services any of the Mortgage Loans and each Person, other than the Special Servicers, who is not an Affiliate of any Master Servicer, any Mortgage Loan Seller, the Depositor or any of the Underwriters and who Services 10% or more of the Mortgage Loans (based on their Stated Principal Balance). For clarification purposes, the Certificate Administrator is an Additional Servicer and the Trustee is not an Additional Servicer. For further clarification purposes, the Special Servicers and the Trust Advisor are not Additional Servicers, it being acknowledged that the Special Servicers and the Trust Advisor constitute Reporting Servicers regardless of the number or percentage of Mortgage Loans serviced on any particular date.

“Additional Special Servicing Compensation”: As defined in Section 3.11(d).

“Additional Trust Fund Expense”: Any expense of the Trust Fund that (i) arises out of a default on a Mortgage Loan or a Serviced Pari Passu Companion Loan or an otherwise unanticipated event, (ii) is not included in the calculation of a Realized Loss, (iii) is not covered by a Servicing Advance or a corresponding collection from the related Borrower, and (iv) is not covered by Default Charges collected on the Mortgage Loans to the extent provided herein.

“Additional Yield Amount”: As defined in Section 4.01(c).

“Adjusted Actual/360 Accrued Interest Amount”: As defined in Section 2.11(f).

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“Administered REO Property”: Any REO Property other than any REO Property related to a Non-Trust-Serviced Pooled Mortgage Loan.

“Administrative Fee Rate”: With respect to each Mortgage Loan, the sum of (i) the Certificate Administrator Fee Rate (which shall include the Trustee Fee), (ii) the CREFC® License Fee Rate, (iii) the Trust Advisor Ongoing Fee Rate (except with respect to any Non-Trust Serviced Pooled Mortgage Loan), (iv) the applicable Master Servicing Fee Rate, and (v) in the case of any Pari Passu Mortgage Loan, a rate per annum equal to the Pari Passu Primary Servicing Fee Rate.

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

“Advance Interest”: The interest accrued on any Advance (other than any Unliquidated Advance) at the Reimbursement Rate, which is payable to the party hereto that made that Advance, all in accordance with Section 3.11(g) or Section 4.03, as applicable.

“Adverse Grantor Trust Event”: Either: (i) any impairment of the status of the Grantor Trust Pool as a Grantor Trust; or (ii) the imposition of a tax upon the Grantor Trust Pool or any of its assets or transactions.

“Adverse Rating Event”: With respect to any Class of Rated Certificates and any Rating Agency that has assigned a rating thereto, as of any date of determination, the qualification, downgrade or withdrawal of the rating then assigned to such Class of Rated Certificates by such Rating Agency (or the placement of such Class of Rated Certificates on “negative credit watch” status in contemplation of any such action with respect thereto).

“Adverse REMIC Event”: Either: (i) any impairment of the status of any REMIC Pool as a REMIC, including (insofar as it relates to a proposed modification, waiver or amendment of any term of a Mortgage Loan) any impairment that could result by virtue of the exercise of a “unilateral option” (within the meaning of Treasury Regulations Section 1.1001-3(c)(3)) of the Borrower; or (ii) except as permitted by Section 3.17(a), the imposition of a tax upon any REMIC Pool or any of its assets or transactions (including the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code, the tax on contributions under Section 860G(d) of the Code and the tax on income from foreclosure property under Section 860G(c) of the Code).

“Affected Reporting Party” As defined in Section 11.15.

“Affected Loan(s)”: As defined in Section 2.03(b)(A).

“Affected Party”: As defined in Section 7.01(b).

“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.

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“Agreement”: This Pooling and Servicing Agreement, as it may be amended, modified, supplemented or restated following the Closing Date.

“Applicable Banking Law”: As defined in Section 8.13.

“Applicable State Law”: For purposes of Article X, the Applicable State Law shall be (1) the laws of the State of New York; (2) to the extent brought to the attention of the Tax 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 law), (a) the laws of the states in which the Corporate Trust Offices of the Certificate Administrator and the Trustee and the Primary Servicing Offices of the Master Servicers and the Special Servicers are located and (b) the laws of the states in which any Mortgage Loan Documents are held and/or any REO Properties are located; and (3) such other state or local law as to which the Tax Administrator has actual knowledge of applicability.

“Appraisal”: With respect to any Mortgaged Property or REO Property as to which an appraisal is required to be performed pursuant to the terms of this Agreement, a narrative appraisal complying with USPAP (or, in the case of a Mortgage Loan or an REO Mortgage Loan with a Stated Principal Balance as of the date of such appraisal of less than $2,000,000, at the applicable Special Servicer’s option, either a limited appraisal and a summary report or an internal valuation prepared by the applicable Special Servicer) that (i) indicates the “market value” of the subject property (within the meaning of 12 C.F.R. § 225.62(g)) and (ii) is conducted by a Qualified Appraiser (except that, in the case of a Mortgage Loan or an REO Mortgage Loan with a Stated Principal Balance as of the date of such appraisal of less than $2,000,000, the appraiser may be an employee of the applicable Special Servicer, which employee need not be a Qualified Appraiser but shall have experience in commercial and/or multifamily properties, as the case may be, and possess sufficient knowledge to value such a property).

“Appraisal-Reduced Interest Amount”: With respect to any Mortgage Loan or REO Mortgage Loan, the amount of any reduction in any P&I Advance that occurs as result of Appraisal Reduction Amounts pursuant to the proviso to Section 4.03(b).

“Appraisal Reduction Amount”: With respect to any Serviced Mortgage Loan (or, as described in the fourth-to-last paragraph of this definition, for any Mortgage Loan relating to a Serviced Loan Combination) that is a Required Appraisal Loan, an amount (calculated initially as of the Determination Date immediately following the later of the date on which the subject Mortgage Loan became a Required Appraisal Loan and the date on which the applicable Appraisal was obtained) equal to the excess, if any, of:

(a)           the sum of, without duplication, (i) the Stated Principal Balance of such Required Appraisal Loan, (ii) to the extent not previously advanced by or on behalf of the applicable Master Servicer or the Trustee, all unpaid interest on such Required Appraisal Loan through the most recent Due Date prior to the date of determination (exclusive of any portion thereof that represents Default Interest), (iii) all accrued and unpaid Special Servicing Fees in respect of such Required Appraisal Loan, (iv) all related unreimbursed Advances (together with Unliquidated Advances) made by or on behalf of (plus all

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accrued and unpaid interest on such Advances (other than Unliquidated Advances) payable to) the applicable Master Servicer, the applicable Special Servicer and/or the Trustee with respect to such Required Appraisal Loan, (v) any other outstanding Additional Trust Fund Expenses (other than Trust Advisor Expenses) with respect to such Required Appraisal Loan, and (vi) all currently due and unpaid real estate taxes and assessments, insurance premiums and, if applicable, ground rents, and any unfunded improvement or other applicable reserves, in respect of the related Mortgaged Property or REO Property, as the case may be (in each case, net of any amounts escrowed with the applicable Master Servicer or the applicable Special Servicer for such items); over

(b)           an amount equal to the sum of: (a) the excess, if any, of (i) 90% of the Appraised Value of the related Mortgaged Property (determined in the case of a Co-op Mortgage Loan, assuming such Mortgaged Property is operated as a residential cooperative) (or REO Property) as determined by the most recent Appraisal or any letter update of such Appraisal, over (ii) the amount of any obligations secured by liens on such Mortgaged Property (or REO Property) that are prior to the lien of the related Required Appraisal Loan; plus (b) the amount of any Escrow Payments and/or Reserve Funds held by the applicable Master Servicer or the applicable Special Servicer with respect to such Required Appraisal Loan, the related Mortgaged Property or any related REO Property that (i) are not being held in respect of any real estate taxes and assessments, insurance premiums or, if applicable, ground rents, (ii) are not otherwise scheduled to be applied or utilized (except to pay debt service on such Required Appraisal Loan) within the twelve-month period following the date of determination and (iii) may be applied toward the reduction of the principal balance of such Required Appraisal Loan; plus (c) the amount of any Letter of Credit constituting additional security for such Required Appraisal Loan and that may be applied towards the reduction of the principal balance of such Required Appraisal Loan.

Notwithstanding the foregoing, if (i) any Serviced Mortgage Loan or Serviced Loan Combination becomes a Required Appraisal Loan, (ii) either (A) no Appraisal or update thereof has been obtained or conducted, as applicable, in accordance with Section 3.19(a), with respect to the related Mortgaged Property or REO Property, as the case may be, during the nine-month period prior to the date such Mortgage Loan or Serviced Loan Combination became a Required Appraisal Loan or (B) there shall have occurred since the date of the most recent Appraisal or update thereof a material change in the circumstances surrounding the related Mortgaged Property or REO Property, as the case may be, that would, in the applicable Special Servicer’s reasonable judgment, materially affect the value of the related Mortgaged Property or REO Property, as the case may be, and (iii) no new Appraisal is obtained or conducted, as applicable, in accordance with Section 3.19(a), within sixty (60) days after such Mortgage Loan or Serviced Loan Combination became a Required Appraisal Loan, then (x) until such new Appraisal is obtained or conducted, as applicable, in accordance with Section 3.19(a), the Appraisal Reduction Amount shall equal 25% of the Stated Principal Balance of such Required Appraisal Loan, and (y) upon receipt or performance, as applicable, in accordance with Section 3.19(a), of such Appraisal or update thereof by the applicable Special Servicer, the Appraisal Reduction Amount for such Required Appraisal Loan shall be recalculated in accordance with the preceding sentence of this definition.

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In connection with the foregoing, each Cross-Collateralized Mortgage Loan that is part of a single Cross-Collateralized Group shall be treated separately (in each case as a single Mortgage Loan without regard to the cross-collateralization and cross-default provisions) for purposes of calculating an Appraisal Reduction Amount.

Also notwithstanding the foregoing, as of any date of determination, in the case of any Serviced Loan Combination, (a) any Appraisal Reduction Amounts will be calculated with respect to the entirety of such Serviced Loan Combination as if it were a single Mortgage Loan and allocated to the related Serviced Pari Passu Companion Loan and the related Mortgage Loan on a pro rata and pari passu basis in accordance with, the respective outstanding principal balances of such Serviced Pari Passu Companion Loan and the related Mortgage Loan, and (b) the resulting portion of such Appraisal Reduction Amount that is so allocated to the related Mortgage Loan shall be the “Appraisal Reduction Amount” of that Mortgage Loan for purposes of P&I Advances and the determination of whether a Subordinate Control Period is in effect under this Agreement.

Also notwithstanding the foregoing, for purposes of determining whether a Subordinate Control Period is in effect, the determination of Appraisal Reduction Amounts will be subject to the provisions and procedures set forth under Section 3.19.

An Appraisal Reduction Amount with respect to any Serviced Mortgage Loan will be reduced to zero as of the date on which all Servicing Transfer Events have ceased to exist with respect to the related Serviced Mortgage Loan and at least ninety (90) days have passed following the occurrence of the most recent Appraisal Trigger Event. No Appraisal Reduction Amount will exist as to any Serviced Mortgage Loan after it has been paid in full or it (or the REO Property) has been liquidated, repurchased or otherwise disposed of.

Notwithstanding the foregoing, with respect to any Non-Trust-Serviced Pooled Mortgage Loan, the Appraisal Reduction Amount shall be the “Appraisal Reduction Amount” calculated pursuant to the Non-Trust Pooling and Servicing Agreement and the parties hereto shall be entitled to rely on such calculations as reported to them by the Non-Trust Master Servicer. By their acceptance of their Certificates, the Certificateholders will be deemed to have acknowledged that any Non-Trust Pooling and Servicing Agreement and Intercreditor Agreement related to a Non-Trust-Serviced Pooled Mortgage Loan, taken together, provide that any such “Appraisal Reduction Amount” shall be calculated by the related Non-Trust Special Servicer under such Non-Trust Pooling and Servicing Agreement.

“Appraisal Trigger Event”: As defined in Section 3.19(a).

“Appraised Value”: (i) With respect to each Mortgaged Property or REO Property (other than a Mortgaged Property securing a Co-op Mortgage Loan), the appraised value thereof based upon the most recent Appraisal obtained or conducted, as appropriate, pursuant to this Agreement; and (ii) with respect to each Mortgaged Property securing a Co-op Mortgage Loan, the appraised value thereof based upon the most recent Appraisal obtained or conducted, as appropriate, pursuant to this Agreement and determined as if such property were operated as a residential cooperative (such “Appraised Value” generally equaling the sum of (i) the gross sellout value of all cooperative units in such residential cooperative property

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(applying a discount for units that are subject to existing rent-regulated or rent-controlled rental tenants as and if deemed appropriate by the appraiser), based in part on various comparable sales of cooperative apartment units in the market, plus (ii) the amount of the underlying debt encumbering such residential cooperative property).

“Asset Status Report”: As defined in Section 3.24(a).

“Assignment of Leases”: With respect to any Mortgaged Property, any assignment of leases, rents and profits or similar document or instrument executed by the related Borrower in connection with the origination of the related Mortgage Loan(s) or Loan Combination, as applicable, as such assignment may be amended, modified, renewed or extended through the date hereof and from time to time hereafter.

“Assumed Monthly Payment”: With respect to (a) any Mortgage Loan that is a Balloon Mortgage Loan delinquent in respect of its Balloon Payment beyond the Determination Date immediately following its scheduled maturity date (as such date may be extended in connection with a bankruptcy, insolvency or similar proceeding involving the related Borrower or by reason of a modification, waiver or amendment granted or agreed to by the applicable Master Servicer or the applicable Special Servicer), for that scheduled maturity date and for each subsequent Due Date as of which such Mortgage Loan remains outstanding and part of the Trust Fund, the scheduled monthly payment of principal and/or interest deemed to be due with respect to such Mortgage Loan on such Due Date equal to the amount (exclusive of Default Interest) that would have been due in respect thereof on such Due Date if such Mortgage Loan had been required to continue to accrue interest in accordance with its terms, and to pay principal in accordance with the amortization schedule (if any), in effect immediately prior to, and without regard to the occurrence of, such maturity date; and (b) any REO Mortgage Loan, for any Due Date as of which the related REO Property (or, in the case of any REO Mortgage Loan that is a successor to any Mortgage Loan in a Loan Combination, any interest in the related REO Property) remains part of the Trust Fund, the scheduled monthly payment of principal and/or interest deemed to be due in respect thereof on such Due Date equal to the Monthly Payment (or, in the case of a Balloon Mortgage Loan described in clause (a) of this definition, the Assumed Monthly Payment) that was due (or deemed due) with respect to the related Mortgage Loan on the last Due Date prior to its becoming an REO Mortgage Loan.

“Assumption Application Fees”: With respect to any Mortgage Loan or Serviced Loan Combination, any and all assumption application fees for transactions effected under Section 3.08 of this Agreement actually collected from the related Borrower and not prohibited from being charged by the lender under the related Mortgage Loan Documents, with respect to any application submitted to the applicable Master Servicer or the applicable Special Servicer for a proposed assumption or substitution transaction or proposed transfer of an interest in such Borrower.

“Assumption Fees”: With respect to any Mortgage Loan or Serviced Loan Combination, any and all assumption fees for transactions effected under Section 3.08 of this Agreement actually collected from the related Borrower and not prohibited from being charged by the lender under the related Mortgage Loan Documents, with respect to any assumption or substitution agreement entered into by the applicable Master Servicer or the applicable Special

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Servicer on behalf of the Trust Fund pursuant to Section 3.08 of this Agreement or paid by the related Borrower with respect to any transfer of an interest in such Borrower pursuant to Section 3.08 of this Agreement.

“ASTM”: ASTM International (originally known as The American Society for Testing and Materials).

“Authenticating Agent”: Any authenticating agent appointed pursuant to Section 5.07 (or, in the absence of any such appointment, the Certificate Administrator).

“Available Distribution Amount”: With respect to any Distribution Date, an amount equal to (a) the sum of (i) all amounts on deposit in the Distribution Account as of 11:00 a.m., New York City time, on such Distribution Date (including, with respect to the initial Distribution Date, the Closing Date Interest Amount), (ii) to the extent not included in the amount described in clause (a)(i) of this definition, any P&I Advances and/or Compensating Interest Payments that were made hereunder in respect of such Distribution Date, (iii) to the extent not included in the amount described in clause (a)(i) of this definition, the aggregate amount transferred (pursuant to Section 3.05(d)) from the Excess Liquidation Proceeds Account to the Distribution Account in respect of such Distribution Date and (iv) to the extent not included in the amount described in clause (a)(i) of this definition, if such Distribution Date occurs during the month of March of any year (or if the Final Distribution Date occurs during the month of January (except in a leap year) or February of any year, during such January or February), the aggregate of the Interest Reserve Amounts with respect to the Interest Reserve Loans transferred from the Interest Reserve Account to the Distribution Account during such month of March (or if the Final Distribution Date occurs during the month of January (except in a leap year) or February of any year, during such January or February) for distribution on such Distribution Date, net of (b) any portion of the amounts described in clause (a) of this definition that represents one or more of the following: (i) collected Monthly Payments that are due on a Due Date following the end of the related Collection Period, (ii) any payments of principal (including Principal Prepayments) and interest, Insurance Proceeds, Condemnation Proceeds and Liquidation Proceeds Received by the Trust after the end of the related Collection Period, (iii) any Prepayment Premiums and/or Yield Maintenance Charges, (iv) any amounts payable or reimbursable to any Person from the Distribution Account pursuant to clauses (iii) through (viii) of Section 3.05(b), (v) if such Distribution Date occurs during the month of February of any year or during the month of January of any year that is not a leap year, the aggregate of the Interest Reserve Amounts with respect to the Interest Reserve Loans to be withdrawn (pursuant to Section 3.04(c) and Section 3.05(b)(ii)) from the Distribution Account and deposited into the Interest Reserve Account during such month of February or such month of January, as the case may be, and held for future distribution, and (vi) any amounts deposited in the Distribution Account in error; provided that the Available Distribution Amount for the Final Distribution Date shall be calculated without regard to clauses (b)(i), (b)(ii) and (b)(v) of this definition.

“Balloon Mortgage Loan”: Any Mortgage Loan or Loan Combination that by its original terms or by virtue of any modification entered into as of the Closing Date (or, in the case of a Replacement Mortgage Loan, as of the related date of substitution) provides for an amortization schedule extending beyond its Stated Maturity Date and as to which, in accordance

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with such terms, the Monthly Payment due on its Stated Maturity Date is at least 5% of the original principal balance of such Mortgage Loan or Loan Combination.

“Balloon Payment”: With respect to any Balloon Mortgage Loan as of any date of determination, the Monthly Payment payable on the Stated Maturity Date of such Mortgage Loan.

“Bank of America Plaza Loan Combination”: As defined in the Preliminary Statement.

“Bank of America Plaza Mortgage Loan”: As defined in the Preliminary Statement.

“Bank of America Plaza Pari Passu Companion Loan”: As defined in the Preliminary Statement.

“Bankruptcy Code”: The federal Bankruptcy Code, as amended from time to time (Title 11 of the United States Code).

“Base Interest Fraction”: As defined in Section 4.01(c).

“Base Prospectus”: That certain prospectus dated September 15, 2014, relating to trust funds established by the Depositor and publicly offered mortgage pass-through certificates evidencing interests therein.

“Basis Investment”: Basis Investment Group LLC, a Delaware limited liability company, or its successor-in-interest.

“Basis Real Estate Capital”: Basis Real Estate Capital II, LLC, a Delaware limited liability company, or its successor-in-interest.

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

“Book-Entry Non-Registered Certificate”: Any Non-Registered Certificate that constitutes a Book-Entry Certificate.

“Borrower”: The obligor or obligors on a Mortgage Note, and may also be referred to as the mortgagor.

“Breach”: As defined in Section 2.03(a).

“Business Day”: Any day other than a Saturday, a Sunday or a day on which banking institutions in California, Delaware, Georgia, Maryland, Minnesota, New York, North Carolina, Texas, Virginia or any of the jurisdictions in which the respective Primary Servicing Offices of either Master Servicer or either Special Servicer or the Corporate Trust Offices of the Certificate Administrator or the Trustee are located, or the New York Stock Exchange or the

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Federal Reserve System of the United States of America, are authorized or obligated by law or executive order to remain closed.

“C-III”: C-III Commercial Mortgage LLC, a Delaware limited liability company, or its successor-in-interest.

“CERCLA”: The Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended.

“Certificate”: Any one of the RBS Commercial Funding Inc., Commercial Mortgage Pass-Through Certificates, Series 2014-C23, as executed by the Certificate Administrator and authenticated and delivered hereunder by the Certificate Registrar.

“Certificate Administrator”: Xxxxx Fargo Bank, National Association, in its capacity as certificate administrator hereunder, or any successor certificate administrator appointed as herein provided.

“Certificate Administrator Fee”: With respect to each Mortgage Loan and the beneficial interest of the Trust Fund in each REO Mortgage Loan, the fee designated as such and payable to the Certificate Administrator pursuant to Section 8.05(a). The Certificate Administrator Fee includes the Tax Administrator Fee and the Trustee Fee, each of which shall be paid by the Certificate Administrator as provided herein.

“Certificate Administrator Fee Rate”: 0.00479% per annum.

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

“Certificate Factor”: With respect to any Class of Interest Only Certificates or Principal Balance Certificates, any Class PEX Component or the Class A-S Regular Interest, Class B Regular Interest or Class C Regular Interest, as of any date of determination, a fraction, expressed as a decimal carried to eight places, the numerator of which is the related Class Principal Balance or Class Notional Amount, as the case may be, then outstanding, and the denominator of which is the related Class Principal Balance or Class Notional Amount, as the case may be, outstanding as of the Closing Date (in the case of any Class of Exchangeable Certificates or Class PEX Component, as the same may be adjusted in connection with exchanges pursuant to Section 5.09).

“Certificate Notional Amount”: With respect to any Interest Only Certificate, as of any date of determination, the then notional principal amount on which such Certificate accrues interest, equal to the product of (a) the then Certificate Factor for the Class of Interest Only Certificates to which such Certificate belongs, multiplied by (b) the amount specified on the face of such Certificate as the initial Certificate Notional Amount thereof.

“Certificate Owner”: With respect to any Book-Entry Certificate, the Person who is the beneficial owner of such Certificate as reflected on the books of the Depository or on the books of a Depository Participant or on the books of an indirect participating brokerage firm for which a Depository Participant acts as agent.

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“Certificate Principal Balance”: With respect to any Principal Balance Certificate, any Class PEX Component and the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest, as of any date of determination, the then-outstanding principal amount of such Certificate, Class PEX Component or REMIC III Exchangeable Regular Interest, as applicable, equal to the product of (a) the then Certificate Factor for the Class of Principal Balance Certificates to which such Certificate belongs, the Class PEX Component or the Class A-S Regular Interest, Class B Regular Interest or Class C Regular Interest, as applicable, multiplied by (b)(1) in the case of a Principal Balance Certificate, the amount specified on the face of such Certificate as the initial Certificate Principal Balance thereof or (2) in the case of a Class PEX Component or the Class A-S, Class B or Class C Regular Interests, the initial Class Principal Balance for such Class PEX Component or the Class A-S, Class B or Class C Regular Interests set forth in the Preliminary Statement in the table entitled “Class Designations of the Certificates, the Class PEX Components and the Class A-S, Class B and Class C Regular Interests”. The aggregate Certificate Principal Balance of the Class A-S Certificates and the Class A-S-PEX Component shall be equal at all times to the Certificate Principal Balance of the Class A-S Regular Interest. The aggregate Certificate Principal Balance of the Class B Certificates and the Class B-PEX Component shall be equal at all times to the Certificate Principal Balance of the Class B Regular Interest. The aggregate Certificate Principal Balance of the Class C Certificates and the Class C-PEX Component shall be equal at all times to the Certificate Principal Balance of the Class C Regular Interest. The original and outstanding Certificate Principal Balances of the Class A-S, Class B, Class C and Class PEX Certificates and the Class PEX Components are subject to adjustment in connection with any exchange of Class A-S, Class B and Class C Certificates for Class PEX Certificates, or vice versa, in each case in accordance with Section 5.09 hereof.

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

“Certificateholder” or “Holder”: The Person in whose name a Certificate is registered in the Certificate Register, provided that: (i) no Disqualified Organization, Disqualified Partnership, or Non-United States Tax Person shall be a “Holder” of, or a “Certificateholder” with respect to, a Class R Certificate for any purpose hereof; and (ii) solely for purposes of giving any consent, approval, direction or waiver pursuant to this Agreement that specifically relates to the rights, duties and/or obligations hereunder of any of the Depositor, either Master Servicer, either Special Servicer, the Trust Advisor, the Tax Administrator, the Certificate Administrator or the Trustee in its respective capacity as such (other than any consent, approval or waiver contemplated by Section 3.24), any Certificate registered in the name of such party or in the name of any Affiliate thereof shall be deemed not to be outstanding, and the Voting Rights to which it is entitled shall not be taken into account in determining whether the requisite percentage of Voting Rights necessary to effect any such consent, approval or waiver that specifically relates to such party has been obtained. The Certificate Registrar shall be entitled to request and conclusively rely upon a certificate of the Depositor, the applicable Master Servicer or the applicable Special Servicer in determining whether a Certificate is registered in the name of an Affiliate of such Person. All references herein to “Certificateholders” or “Holders” shall reflect the rights of Certificate Owners only insofar as they may indirectly exercise such rights through the Depository and the Depository Participants (except as otherwise specified herein), it being herein acknowledged and agreed that the parties

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hereto shall be required to recognize as a “Certificateholder” or “Holder” only the Person in whose name a Certificate is registered in the Certificate Register. Notwithstanding any contrary provision of this definition, in connection with the Class A-S, Class B and Class C Regular Interests, the term “Certificateholder” or “Holder” shall mean the Trustee as the holder of the Class A-S, Class B or Class C Regular Interests, as applicable.

“Certification Parties”: As defined in Section 11.09.

“Certifying Person”: As defined in Section 11.09.

“Certifying Servicer”: As defined in Section 11.12.

“Class”: Collectively, all of the Certificates bearing the same alphabetic or alphanumeric class designation and having the same payment terms, or any of the Class A-S Regular Interest, Class B Regular Interest or Class C Regular Interest, in each case as the context may require.

“Class A Certificates”: The Class X-0, Xxxxx X-0, Class A-3, Class A-4, Class A-5 and Class A-SB Certificates.

“Class A-1 Certificate”: Any one of the Certificates with a “Class A-1” designation on the face thereof, substantially in the form of Exhibit A-1 attached hereto, and evidencing a portion of a class of “regular interests” in REMIC III for purposes of the REMIC Provisions.

“Class A-2 Certificate”: Any one of the Certificates with a “Class A-2” designation on the face thereof, substantially in the form of Exhibit A-1 attached hereto, and evidencing a portion of a class of “regular interests” in REMIC III for purposes of the REMIC Provisions.

“Class A-3 Certificate”: Any one of the Certificates with a “Class A-3” designation on the face thereof, substantially in the form of Exhibit A-1 attached hereto, and evidencing a portion of a class of “regular interests” in REMIC III for purposes of the REMIC Provisions.

“Class A-4 Certificate”: Any one of the Certificates with a “Class A-4” designation on the face thereof, substantially in the form of Exhibit A-1 attached hereto, and evidencing a portion of a class of “regular interests” in REMIC III for purposes of the REMIC Provisions.

“Class A-5 Certificate”: Any one of the Certificates with a “Class A-5” designation on the face thereof, substantially in the form of Exhibit A-1 attached hereto, and evidencing a portion of a class of “regular interests” in REMIC III for purposes of the REMIC Provisions.

“Class A-S Certificate”: Any one of the Certificates with a “Class A-S” designation on the face thereof, substantially in the form of Exhibit A-1 attached hereto, and

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evidencing an undivided beneficial interest in the portion of the Grantor Trust Pool consisting of the Class A-S Specific Grantor Trust Assets and the proceeds thereof.

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

“Class A-S Regular Interest”: The uncertificated interest corresponding to the Class A-S Certificates and the Class A-S-PEX Component and evidencing a “regular interest” in REMIC III for purposes of the REMIC Provisions.

“Class A-S Specific Grantor Trust Assets”: The portion of the Trust Fund consisting of (i) the Class A-S Percentage Interest of the Class A-S Regular Interest and (ii) the portion of the Exchangeable Sub-Account relating to the Class A-S Certificates and amounts held from time to time in the Exchangeable Sub-Account that represent distributions on the Class A-S Percentage Interest in the Class A-S Regular Interest.

“Class A-S-PEX Component”: One of the three components of the Class PEX Certificates, which component evidences an undivided beneficial interest in the portion of the Grantor Trust Pool consisting of the Class A-S-PEX Percentage Interest of the Class A-S Regular Interest.

“Class A-S-PEX Percentage Interest”: As of any date of determination, 100% less the Class A-S Percentage Interest as of such date.

“Class A-SB Certificate”: Any one of the Certificates with a “Class A-SB” designation on the face thereof, substantially in the form of Exhibit A-1 attached hereto, and evidencing a portion of a class of “regular interests” in REMIC III for purposes of the REMIC Provisions.

“Class A-SB Planned Principal Balance”: With respect to any Distribution Date, the balance shown for such Distribution Date on Schedule X hereto.

“Class B Certificate”: Any one of the Certificates with a “Class B” designation on the face thereof, substantially in the form of Exhibit A-1 attached hereto, and evidencing an undivided beneficial interest in the portion of the Grantor Trust Pool consisting of the Class B Specific Grantor Trust Assets and the proceeds thereof.

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

“Class B Regular Interest”: The uncertificated interest corresponding to the Class B Certificates and the Class B-PEX Component and evidencing a “regular interest” in REMIC III for purposes of the REMIC Provisions.

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“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) the portion of the Exchangeable Sub-Account relating to the Class B Certificates and amounts held from time to time in the Exchangeable Sub-Account that represent distributions on the Class B Percentage Interest in the Class B Regular Interest.

“Class B-PEX Component”: One of the three components of the Class PEX Certificates, which component evidences an undivided beneficial interest in the portion of the Grantor Trust Pool consisting of the Class B-PEX Percentage Interest of the Class B Regular Interest.

“Class B-PEX Percentage Interest”: As of any date of determination, 100% less the Class B Percentage Interest as of such date.

“Class C Certificate”: Any one of the Certificates with a “Class C” designation on the face thereof, substantially in the form of Exhibit A-1 attached hereto, and evidencing an undivided beneficial interest in the portion of the Grantor Trust Pool consisting of the Class C Specific Grantor Trust Assets and the proceeds thereof.

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

“Class C Regular Interest”: The uncertificated interest corresponding to the Class C Certificates and the Class C-PEX Component and evidencing a “regular interest” in REMIC III for purposes of the REMIC Provisions.

“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) the portion of the Exchangeable Sub-Account relating to the Class C Certificates and amounts held from time to time in the Exchangeable Sub-Account that represent distributions on the Class C Percentage Interest in the Class C Regular Interest.

“Class C-PEX Component”: One of the three components of the Class PEX Certificates, which component evidences an undivided beneficial interest in the portion of the Grantor Trust Pool consisting of the Class C-PEX Percentage Interest of the Class C Regular Interest.

“Class C-PEX Percentage Interest”: As of any date of determination, 100% less the Class C Percentage Interest as of such date.

“Class D Certificate”: Any one of the Certificates with a “Class D” designation on the face thereof, substantially in the form of Exhibit A-1 attached hereto, and evidencing a portion of a class of “regular interests” in REMIC III for purposes of the REMIC Provisions.

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“Class Designation”: As set forth in the Preliminary Statement under “Class Designations of the Certificates, the Class PEX Components and the Class A-S, Class B and Class C Regular Interests”.

 “Class E Certificate”: Any one of the Certificates with a “Class E” designation on the face thereof, substantially in the form of Exhibit A-1 attached hereto, and evidencing a portion of a class of “regular interests” in REMIC III for purposes of the REMIC Provisions.

“Class E Transfer”: As defined in Section 3.23(i).

“Class F Certificate”: Any one of the Certificates with a “Class F” designation on the face thereof, substantially in the form of Exhibit A-1 attached hereto, and evidencing a portion of a class of “regular interests” in REMIC III for purposes of the REMIC Provisions.

“Class G Certificate”: Any one of the Certificates with a “Class G” designation on the face thereof, substantially in the form of Exhibit A-1 attached hereto, and evidencing a portion of a class of “regular interests” in REMIC III for purposes of the REMIC Provisions.

“Class Interest Shortfall”: As defined in the definition of “Interest Distribution Amount”.

“Class Notional Amount”: The aggregate hypothetical or notional amount on which any Class of Interest Only Certificates accrues or is deemed to accrue interest from time to time, as calculated in accordance with Section 2.15(e).

“Class PEX Certificate”: Any one of the Certificates with a “Class PEX” designation on the face thereof, substantially in the form of Exhibit A-1 attached hereto, and evidencing an undivided beneficial interest in the portion of the Grantor Trust Pool consisting of the Class PEX Specific Grantor Trust Assets and the proceeds thereof.

“Class PEX Component”: Each of the Class A-S-PEX Component, the Class B-PEX Component and the Class C-PEX Component.

“Class PEX Specific Grantor Trust Assets”: The portion of the Trust Fund consisting of (i) the Class A-S-PEX Percentage Interest of the Class A-S Regular Interest, the Class B-PEX Percentage Interest of the Class B Regular Interest and the Class C-PEX Percentage Interest of the Class C Regular Interest and (ii) the Portion of the Exchangeable Sub-Account relating to the Class PEX Certificates and amounts held from time to time in the Exchangeable Sub-Accont that represent distributions on the Class A-S-PEX Percentage Interest of the Class A-S Regular Interest, the Class B-PEX Percentage Interest of the Class B Regular Interest, and the Class C-PEX Percentage Interest of the Class C Regular Interest.

“Class Principal Balance”: The aggregate principal balance of any Class of Principal Balance Certificates, Class PEX Component or the Class A-S Regular Interest, Class B Regular Interest or Class C Regular Interest outstanding as of any date of determination. As of the Closing Date, the Class Principal Balance of each Class of Principal Balance Certificates, Class PEX Component or the Class A-S Regular Interest, Class B Regular Interest or Class C Regular Interest shall equal the initial Class Principal Balance thereof. On each Distribution

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Date, the Class Principal Balance of each Class of Principal Balance Certificates, Class PEX Component and the Class A-S Regular Interest, Class B Regular Interest or Class C Regular Interest shall be (i) reduced by the amount of any distributions of principal made thereon on such Distribution Date pursuant to Section 4.01, (ii) further reduced by the amount of any Realized Losses and Additional Trust Fund Expenses deemed allocated thereto on such Distribution Date pursuant to Section 4.04(a); and (iii) if such Class is not a Control-Eligible Class, any Excess Trust Advisor Expenses allocated to such Class of Principal Balance Certificates, Class PEX Component or the Class A-S Regular Interest, Class B Regular Interest or Class C Regular Interest on such Distribution Date pursuant to Section 4.05; provided that if the Principal Distribution Amount for such Distribution Date includes any amount described in clause (I)(C) of the definition of “Principal Distribution Amount” (in respect of recoveries during the Collection Period related to such Distribution Date of amounts determined to constitute Nonrecoverable Advances during a Collection Period related to a prior Distribution Date), then the Class Principal Balances of the respective Classes of Principal Balance Certificates, Class PEX Component or the Class A-S Regular Interest, Class B Regular Interest or Class C Regular Interest shall hereby be increased (in the aggregate) immediately prior to such Distribution Date by the lesser of the amount of Realized Losses previously allocated thereto and such amount described in such clause (I)(C) (and, as among the respective Classes of Principal Balance Certificates, Class PEX Components or the Class A-S Regular Interest, Class B Regular Interest or Class C Regular Interest, such increase shall be allocated, first, to the Class A Certificates, pro rata according to the amounts of Realized Losses previously allocated to the respective Classes of Class A Certificates, and, then to the Class A-S Regular Interest, then to the Class B Regular Interest, then to the Class C Regular Interest and then to the Class D, Class E, Class F and Class G Certificates, in that order in each case to the extent of the lesser of the Realized Losses previously allocated thereto and the remaining unallocated portion of the increase). Amounts allocated to the Class A-S Regular Interest as described above shall be allocated between the Class A-S Certificates and Class A-S-PEX Component in accordance with the Class A-S Percentage Interest and the Class A-S-PEX Percentage Interest, respectively. Amounts allocated to the Class B Regular Interest as described above shall be allocated between the Class B Certificates and Class B-PEX Component in accordance with the Class B Percentage Interest and the Class B-PEX Percentage Interest, respectively. Amounts allocated to the Class C Regular Interest as described above shall be allocated between the Class C Certificates and Class C-PEX Component in accordance with the Class C Percentage Interest and the Class C-PEX Percentage Interest, respectively. The original and outstanding Class Principal Balances of the Class A-S, Class B, Class C and Class PEX Certificates and the Class PEX Components are subject to adjustment in connection with any exchange of Class A-S, Class B and Class C Certificates for Class PEX Certificates, or vice versa, in each case in accordance with Section 5.09 hereof.

“Class X-A Certificate”: Any of the Certificates with a “Class X-A” designation on the face thereof, substantially in the form of Exhibit A-1 attached hereto, and evidencing ownership of a portion of eight (8) classes of “regular interests” in REMIC III for purposes of the REMIC Provisions.

“Class X-A Strip Rate”: With respect to each REMIC III Component of the Class X-A Certificates, with respect to each Interest Accrual Period, a rate per annum equal to the greater of (I) zero and (II) the excess, if any, of the WAC Rate for such Interest Accrual

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Period over the Pass-Through Rate on the Class of Principal Balance Certificates (other than the Class A-S Certificates) and Class A-S Regular Interest with the same alphanumeric designation; and with respect to the Class X-A Certificates as a whole, the greater of (I) zero and (II) the excess of the WAC Rate over the weighted average of the Pass-Through Rates of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 and Class A-SB Certificates and the Class A-S Regular Interest for such Interest Accrual Period, weighted on the basis of the Class Principal Balances of such Classes outstanding immediately prior to the conclusion of such Interest Accrual Period.

“Class X-B Certificate”: Any of the Certificates with a “Class X-B” designation on the face thereof, substantially in the form of Exhibit A-1 attached hereto, and evidencing ownership of a portion of three (3) classes of “regular interests” in REMIC III for purposes of the REMIC Provisions.

“Class X-B Strip Rate”: With respect to each REMIC III Component of the Class X-B Certificates, with respect to each Interest Accrual Period, a rate per annum equal to the greater of (I) zero and (II) the excess, if any, of the WAC Rate for such Interest Accrual Period over the Pass-Through Rate on the Principal Balance Certificate or Regular Interest with the same alphabetic designation; and with respect to the Class X-B Certificates as a whole, the greater of (I) zero and (II) excess of the WAC Rate over the weighted average of the Pass-Through Rates of the Class D Certificates and the Class B and Class C Regular Interests for such Interest Accrual Period, weighted on the basis of the Class Principal Balances of such Classes of Certificates and Regular Interests outstanding immediately prior to the conclusion of such Interest Accrual Period.

“Class X-C Certificate”: Any of the Certificates with a “Class X-C” designation on the face thereof, substantially in the form of Exhibit A-1 attached hereto, and evidencing ownership of a portion of one (1) class of “regular interests” in REMIC III for purposes of the REMIC Provisions.

“Class X-C Strip Rate”: With respect to the REMIC III Component of the Class X-C Certificates, with respect to each Interest Accrual Period, a rate per annum equal to the greater of (I) zero and (II) the excess, if any, of the WAC Rate for such Interest Accrual Period over the Pass-Through Rate on the Principal Balance Certificate with the same alphabetic designation; and with respect to the Class X-C Certificates as a whole, the greater of (I) zero and (II) excess of the WAC Rate over the Pass-Through Rate of the Class E Certificates for such Interest Accrual Period.

“Class X-D Certificate”: Any of the Certificates with a “Class X-D” designation on the face thereof, substantially in the form of Exhibit A-1 attached hereto, and evidencing ownership of a portion of one (1) class of “regular interests” in REMIC III for purposes of the REMIC Provisions.

“Class X-D Strip Rate”: With respect to the REMIC III Component of the Class X-D Certificates, with respect to each Interest Accrual Period, a rate per annum equal to the greater of (I) zero and (II) the excess, if any, of the WAC Rate for such Interest Accrual Period over the Pass-Through Rate on the Principal Balance Certificate with the same alphabetic

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designation; and with respect to the Class X-D Certificates as a whole, the greater of (I) zero and (II) excess of the WAC Rate over the Pass-Through Rate of the Class F Certificates for such Interest Accrual Period.

“Class X-E Certificate”: Any of the Certificates with a “Class X-E” designation on the face thereof, substantially in the form of Exhibit A-1 attached hereto, and evidencing ownership of a portion of one (1) class of “regular interests” in REMIC III for purposes of the REMIC Provisions.

“Class X-E Strip Rate”: With respect to the REMIC III Component of the Class X-E Certificates, with respect to each Interest Accrual Period, a rate per annum equal to the greater of (I) zero and (II) the excess, if any, of the WAC Rate for such Interest Accrual Period over the Pass-Through Rate on the Principal Balance Certificate with the same alphabetic designation; and with respect to the Class X-E Certificates as a whole, the greater of (I) zero and (II) excess of the WAC Rate over the Pass-Through Rate of the Class G Certificates for such Interest Accrual Period.

“Class X-Y Certificate”: Any of the Certificates with a “Class X-Y” designation on the face thereof, substantially in the form of Exhibit A-1 attached hereto, and evidencing ownership of the REMIC III Component of the Class X-Y Certificates.

“Class X-Y REMIC I Regular Interest”: A REMIC I Regular Interest created in respect of a Designated NCB Mortgage Loan pursuant to Section 2.11(b).

“Class X-Y Strip Rate”: With respect to the REMIC III Component of the Class X-Y Certificates and with respect to the Class X-Y Certificates as a whole, with respect to each Interest Accrual Period, a rate per annum equal to the REMIC II Remittance Rate in respect of REMIC II Regular Interest X-Y.

“Clearstream”: Clearstream Banking, société anonyme or any successor.

“Closing Date”: September 30, 2014.

“Closing Date Interest Amount”: With respect to the Mortgage Loans that have an initial Due Date in November 2014, an amount equal to 30 days of interest at the related Mortgage Rate on the related Stated Principal Balance of such Mortgage Loans as of the Cut-off Date. Such amount shall, in the aggregate, be equal to $558,886.33 and be required to be remitted to the Depositor on the Closing Date by the applicable Mortage Loan Sellers pursuant to the related Mortgage Loan Purchase Agreements.

“Code”: The Internal Revenue Code of 1986 and regulations promulgated thereunder, including proposed regulations to the extent that, by reason of their proposed effective date, could, as of the date of any determination or opinion as to the tax consequences of any action or proposed action or transaction, be applied to the Trust or the Certificates.

“Collection Account”: The segregated account or accounts created and maintained by each Master Servicer, pursuant to Section 3.04(a), in trust for the Certificateholders, which, with respect to the General Master Servicer, shall be entitled “Xxxxx

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Fargo Bank, National Association [or name of successor General Master Servicer], as General Master Servicer, on behalf of Wilmington Trust, National Association [or name of any successor Trustee], as Trustee, for the benefit of the registered holders of RBS Commercial Funding Inc., Commercial Mortgage Pass-Through Certificates, Series 2014-C23, Collection Account” and, with respect to the NCB Master Servicer, shall be entitled “NCB, FSB [or name of successor NCB Master Servicer], as NCB Master Servicer, on behalf of Wilmington Trust, National Association [or name of any successor Trustee], as Trustee, for the benefit of the registered holders of RBS Commercial Funding Inc., Commercial Mortgage Pass-Through Certificates, Series 2014-C23, Collection Account”.

“Collection Period”: With respect to any Distribution Date, the period commencing on the day immediately following the Determination Date (or, with respect to payments remitted to the Trust by a Non-Trust Master Servicer pursuant to a Non-Trust Pooling and Servicing Agreement, the day immediately following one Business Day after the Determination Date) in the calendar month preceding the month in which such Distribution Date occurs (or, in the case of the initial Distribution Date, commencing as of the Cut-off Date) and ending on and including the Determination Date (or, with respect to payments remitted to the Trust by a Non-Trust Master Servicer pursuant to a Non-Trust Pooling and Servicing Agreement, one Business Day after the Determination Date) in the calendar month in which such Distribution Date occurs.

“Collective Consultation Period”: Unless a Senior Consultation Period is deemed to occur and is continuing pursuant to clause (ii) of the definition of “Senior Consultation Period”, any period when both (i) the Class Principal Balance of the Class E Certificates, reduced by any Appraisal Reduction Amounts allocable to such Class, is less than 25% of the initial Class Principal Balance of the Class E Certificates and (ii) the Class Principal Balance of the Class E Certificates, without regard to any Appraisal Reduction Amounts allocable to such Class, is at least 25% of the initial Class Principal Balance of the Class E Certificates.

No Collective Consultation Period shall limit the control and consultation rights of the “Controlling Note Holder” (as defined in the related Intercreditor Agreement) of any Non-Serviced Pari Passu Companion Loan.

“Columbus Square Portfolio Loan Combination”: As defined in the Preliminary Statement.

“Columbus Square Portfolio Mortgage Loan”: As defined in the Preliminary Statement.

“Columbus Square Portfolio Pari Passu Companion Loan”: As defined in the Preliminary Statement.

“Commission”: The Securities and Exchange Commission or any successor thereto.

“Companion Loan Holder”: Any Serviced Pari Passu Companion Loan Holder and/or Non-Serviced Companion Loan Holder, as the context may require.

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“Compensating Interest Payment”: With respect to each Master Servicer and any Distribution Date, any payment made by such Master Servicer from its own funds pursuant to Section 3.19(c) to cover Prepayment Interest Shortfalls incurred during the related Collection Period.

“Component Notional Amount”: The notional amount on which any REMIC III Component of any Class of Interest Only Certificates accrues interest, which, as of any date of determination, is equal to the then-current Uncertificated Principal Balance of such REMIC III Component’s Corresponding REMIC II Regular Interest.

“Condemnation Proceeds”: All cash amounts actually Received by the Trust or on behalf of the Trustee, the applicable Master Servicer or the applicable Special Servicer in connection with the taking of all or a part of a Mortgaged Property or REO Property by exercise of the power of eminent domain or condemnation (in the case of any Non-Trust-Serviced Pooled Mortgage Loan, to the extent of any portions of such amounts received by the applicable Master Servicer pursuant to the related Intercreditor Agreement), exclusive of any portion thereof applied to the restoration of the related Mortgaged Property or REO Property (or placed in a reserve account for that purpose) or required to be released to the related Borrower or any other third-party in accordance with applicable law and/or the terms and conditions of the related Mortgage Loan Documents or any other applicable document.

“Control-Eligible Certificate”: Any Class E, Class F or Class G Certificate.

“Control-Eligible Class”: The Class E, Class F or Class G Certificates.

“Co-op Mortgage Loan”: Any NCB, FSB Mortgage Loan.

“Co-op Special Servicer”: NCB, FSB and its permitted successors or assigns.

“Corporate Trust Office”: The corporate trust office of the Certificate Administrator or the Trustee, as the case may be, at which at any particular time its duties, with respect to this Agreement shall be administered, which office is as of the Closing Date located: (i) in the case of the Certificate Administrator, for Certificate transfer purposes, at Xxxxx Fargo Center, Xxxxx Xxxxxx xxx Xxxxxxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx 00000; Attn: Corporate Trust Services RBS Commercial Funding Inc., and for all other purposes, at 0000 Xxx Xxxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: Corporate Trust Services, RBS Commercial Funding Inc.; and (ii) in the case of the Trustee, at 0000 Xxxxx Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000, Attention: WFRBS 2014-C23.

“Corrected Mortgage Loan”: Any Serviced Mortgage Loan or Serviced Loan Combination that had been a Specially Serviced Mortgage Loan but has ceased to be such in accordance with the definition of “Specially Serviced Mortgage Loan” (other than by reason of a Liquidation Event occurring in respect of such Serviced Mortgage Loan, Serviced Loan Combination or the related Mortgaged Property becoming an REO Property). With respect to any Serviced Loan Combination, neither the related Serviced Mortgage Loan nor the Serviced Loan Combination in whole shall be a Corrected Mortgage Loan unless both the Serviced Mortgage Loan and the entire Serviced Loan Combination are Corrected Mortgage Loans.

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“Corresponding REMIC II Regular Interest(s)”: (a) With respect to any Class of Principal Balance Certificates (other than the Class A-S, Class B, Class C and Class PEX Certificates) and the Class A-S, Class B and Class C Regular Interests, the REMIC II Regular Interest opposite which such Class of Principal Balance Certificates or Class A-S, Class B or Class C Regular Interest is set forth in the Preliminary Statement in the table entitled “REMIC III—Corresponding REMIC II Regular Interests”; (b) with respect to any REMIC III Component of the Class X-A Certificates, the REMIC II Regular Interest opposite which such REMIC III Component is set forth in the Preliminary Statement in the table entitled “REMIC III—Corresponding REMIC II Regular Interests”; (c) with respect to any REMIC III Component of the Class X-B Certificates, the REMIC II Regular Interest opposite which such REMIC III Component is set forth in the Preliminary Statement in the table entitled “REMIC III—Corresponding REMIC II Regular Interests”; (d) with respect to the REMIC III Component of the Class X-C Certificates, the REMIC II Regular Interest opposite which such REMIC III Component is set forth in the Preliminary Statement in the table entitled “REMIC III—Corresponding REMIC II Regular Interests”; (e) with respect to the REMIC III Component of the Class X-D Certificates, the REMIC II Regular Interest opposite which such REMIC III Component is set forth in the Preliminary Statement in the table entitled “REMIC III—Corresponding REMIC II Regular Interests”; (f) with respect to the REMIC III Component of the Class X-E Certificates, the REMIC II Regular Interest opposite which such REMIC III Component is set forth in the Preliminary Statement in the table entitled “REMIC III—Corresponding REMIC II Regular Interests”; and (g) with respect to the REMIC III Component of the Class X-Y Certificates, REMIC II Regular Interest X-Y.

“CREFC®”: The Commercial Real Estate Finance Council, 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, 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 one of whose principal purposes 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 reasonably acceptable to each Master Servicer, the Certificate Administrator, the Trustee, each Special Servicer, the Trust Advisor and the Subordinate Class Representative.

“CREFC® Advance Recovery Report”: The monthly report substantially in the form of, and containing the information called for in, the downloadable form of the “Advance Recovery Report” available as of the Closing Date on the CREFC® Website, or such other form for the presentation of such information and containing such additional information as may from time to time be recommended by the CREFC® for commercial mortgage-backed securities transactions generally; provided that, to the extent that such other form contemplates such additional information, such other form must be reasonably acceptable to each Master Servicer, each Special Servicer and the Certificate Administrator. The preparation of each CREFC®

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Advance Recovery Report shall constitute a responsibility of the applicable Master Servicer and shall not constitute a responsibility of any other party. Notwithstanding anything in this Agreement to the contrary, the applicable Master Servicer shall not be required to deliver a CREFC® Advance Recovery Report with respect to any Collection Period prior to the date when a Workout-Delayed Reimbursement Amount or a Nonrecoverable Advance exists with respect to any Mortgage Loan.

“CREFC® Bond Level File”: The monthly data file substantially in the form of, and containing the information called for in, the downloadable form of the “Bond Level File” available as of the Closing Date on the CREFC® Website, or such other form for the presentation of such information and containing such additional information as may from time to time be recommended by the CREFC® for commercial mortgage-backed securities transactions generally; provided that, to the extent that such other form contemplates such additional information, such other form must be reasonably acceptable to the Certificate Administrator.

“CREFC® Collateral Summary File”: The monthly data file substantially in the form of, and containing the information called for in, the downloadable form of the “Collateral Summary File” available as of the Closing Date on the CREFC® Website, or such other form for the presentation of such information and containing such additional information as may from time to time be recommended by the CREFC® for commercial mortgage-backed securities transactions generally; provided that, to the extent that such other form contemplates such additional information, such other form must be reasonably acceptable to the Certificate Administrator.

“CREFC® Comparative Financial Status Report”: A report substantially in the form of, and containing the information called for in, the downloadable form of the “Comparative Financial Status Report” available as of the Closing Date on the CREFC® Website, or such other form for the presentation of such information as may from time to time be recommended by the CREFC® for commercial mortgage-backed securities transactions generally; provided that, to the extent that such other form contemplates such additional information, such other form must be reasonably acceptable to the Master Servicers and the Special Servicers.

“CREFC® Delinquent Loan Status Report”: A monthly 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 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-backed securities transactions generally; provided that, to the extent that such other form contemplates such additional information, such other form must be reasonably acceptable to the Master Servicers and the Special Servicers.

“CREFC® Financial File”: A monthly data file substantially in the form of, and containing the information called for in, the downloadable form of the “Financial File” available as of the Closing Date on the CREFC® Website, or such other form for the presentation of such information and containing such additional information as may from time to time be recommended by the CREFC® for commercial mortgage-backed securities transactions

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generally; provided that, to the extent that such other form contemplates such additional information, such other form must be reasonably acceptable to the Master Servicers.

“CREFC® Historical Loan Modification & Corrected Mortgage Loan Report”: A monthly report substantially in the form of, and containing the information called for in, the downloadable form of the “Historical Loan Modification 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 recommended by the CREFC® for commercial mortgage-backed securities transactions generally; provided that, to the extent that such other form contemplates such additional information, such other form must be reasonably acceptable to the Master Servicers and the Special Servicers.

“CREFC® Investor Reporting Package”: Collectively:

(a)           the following electronic data 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; and

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

Notwithstanding anything in this Agreement to the contrary, in the event any of the electronic files listed in clause (a) of this definition or any of the supplemental reports listed in clause (b) of this definition are amended or changed in any material respect by the CREFC® and placed on the CREFC® Website or otherwise recommended by the CREFC® for commercial mortgage-backed securities transactions generally, so long as such electronic files and such supplemental reports are reasonably acceptable (as applicable) to the Master Servicers and the Special Servicers, then same shall be used with respect to the Collection Period that commences at any time following the date that is not later than three (3) months following adoption of the form thereof by the CREFC®.

“CREFC® License Fee”: With respect to each Mortgage Loan and REO Mortgage Loan, a monthly fee payable in respect thereof in an amount equal to the amount of interest accrued during the accrual period for such Mortgage Loan or REO Mortgage Loan under its Mortgage Loan Documents at the related CREFC® License Fee Rate on the same balance, in the same manner and for the same number of days as interest at the applicable Mortgage Rate accrued with respect to such Mortgage Loan or REO Mortgage Loan during such accrual period, and will be prorated for partial periods. Any payments of the CREFC® License Fee shall be made by the applicable Master Servicer on a monthly basis on each Master Servicer Remittance Date to “CRE Finance Council” and delivered by wire transfer pursuant to the following

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instructions (or such other instructions as may hereafter be furnished by CREFC® to the applicable Master Servicer in writing):

Account Name: Commercial Real Estate Finance Council (CREFC)

Bank Name: JPMorgan Chase Bank, National Association

Bank Address: 00 Xxxxxxxx, Xxx Xxxx, XX 00000

Routing Number: 000000000

Account Number: 000000000

To the extent that amounts on deposit in the Collection Account are insufficient to pay the CREFC® License Fee on any Master Servicer Remittance Date, the applicable Master Servicer shall apply any P&I Advances required to be made by it on the related P&I Advance Date pursuant to Sections 4.03(a) and 4.03(b) to pay the balance of such CREFC® License Fee.

“CREFC® License Fee Rate”: 0.0005% per annum.

“CREFC® Loan Level Reserve/LOC Report”: A monthly report substantially in the form of, and containing the information called for in, the “Loan Level Reserve Report” as adopted by the CREFC® and made available at 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 “Loan Periodic Update File” available as of the Closing Date on the CREFC® Website, or such other form for the presentation of such information and containing such additional information as may from time to time be recommended by the CREFC® for commercial mortgage-backed securities transactions generally; provided that, to the extent that such other form contemplates such additional information, such other form must be reasonably acceptable to the Master Servicers, the Special Servicers and the Certificate Administrator.

“CREFC® Loan Setup File”: The data file substantially in the form of, and containing the information called for in, the downloadable form of the “Loan Setup File” available as of the Closing Date on the CREFC® Website, or such other form for the presentation of such information and containing such additional information as may from time to time be recommended by the CREFC® for commercial mortgage-backed securities transactions generally; provided that, to the extent that such other form contemplates such additional information, such other form must be reasonably acceptable to the Master Servicers, the Special Servicers and the Certificate Administrator.

“CREFC® NOI Adjustment Worksheet”: An annual report substantially in the form of, and containing the information called for in, the downloadable form of the “NOI Adjustment Worksheet” available as of the Closing Date on the CREFC® Website, or such other form for the presentation of such information and containing such additional information as may from time to time be recommended by the CREFC® for commercial mortgage-backed securities transactions generally; provided that, to the extent that such other form contemplates such additional information, such other form must be reasonably acceptable to the Master Servicers and the Special Servicers.

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“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 as of the Closing Date on the CREFC® Website or in such other form for the presentation of such information and containing such additional information as may from time to time be recommended by the CREFC® for commercial mortgage-backed securities transactions generally; provided that, to the extent that such other form contemplates such additional information, such other form must be reasonably acceptable to the Master Servicers.

“CREFC® Property File”: A data file substantially in the form of, and containing the information called for in, the downloadable form of the “Property File” available as of the Closing Date on the CREFC® Website, or such other form for the presentation of such information and containing such additional information as may from time to time be recommended by the CREFC® for commercial mortgage-backed securities transactions generally; provided that, to the extent that such other form contemplates such additional information, such other form must be reasonably acceptable to the Master Servicers and the Special Servicers.

“CREFC® Reconciliation of Funds Report”: A monthly report substantially in the form of, and containing the information called for in, the downloadable form of the “Reconciliation of Funds Report” available as of the Closing Date on the CREFC® Website or in such other form for the presentation of such information and containing such additional information as may from time to time be recommended by the CREFC® for commercial mortgage-backed securities transactions generally; provided that, to the extent that such other form contemplates such additional information, such other form must be reasonably acceptable to the Certificate Administrator.

“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 as of the Closing Date on the CREFC® Website, or in such other form for the presentation of such information and containing such additional information as may from time to time be recommended by the CREFC® for commercial mortgage-backed securities transactions generally; provided that, to the extent that such other form contemplates such additional information, such other form must be reasonably acceptable to the Master Servicers and the Special Servicers.

“CREFC® Servicer Watch List”: A monthly report substantially in the form of, and containing the information called for in, the downloadable form of the “Servicer Watch List” available as of the Closing Date on the CREFC® Website, or in such other form for the presentation of such information and containing such additional information as may from time to time be adopted by the CREFC® for commercial mortgage-backed securities transactions; provided that, to the extent that such other form contemplates such additional information, such other form must be reasonably acceptable to the Master Servicers.

“CREFC® Special Servicer Loan File”: A data file substantially in the form of, and containing the information called for in, the downloadable form of the “Special Servicer Loan File” available as of the Closing Date on the CREFC® Website, or in such other form for

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the presentation of such information and containing such additional information as may from time to time be adopted by the CREFC® for commercial mortgage-backed securities transactions; provided that, to the extent that such other form contemplates such additional information, such other form must be reasonably acceptable to the Special Servicers.

“CREFC® Total Loan Report”: A monthly report substantially in the form of, and containing the information called for in, the downloadable form of the “Total Loan Report” available as of the Closing Date on the CREFC® Website, or in such other form for the presentation of such information and containing such additional information as may from time to time be adopted by the CREFC® for commercial mortgage-backed securities transactions; provided that, to the extent that such other form contemplates such additional information, such other form must be reasonably acceptable to the Master Servicers.

“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.

“Cross-Collateralized Group”: Any group of Mortgage Loans that are cross-defaulted and cross-collateralized with each other. There are no Cross-Collateralized Groups related to this Trust.

“Cross-Collateralized Mortgage Loan”: Any Mortgage Loan, that is, by its terms, cross-defaulted and cross-collateralized with any other Mortgage Loan; provided that the Mortgage Loans that are part of any Loan Combination shall not constitute Cross-Collateralized Mortgage Loans. There are no Cross-Collateralized Mortgage Loans related to this Trust.

“Crossings at Corona Loan Combination”: As defined in the Preliminary Statement.

“Crossings at Corona Mortgage Loan”: As defined in the Preliminary Statement.

“Crossings at Xxxxxx Xxxx Passu Companion Loan”: As defined in the Preliminary Statement.

“Custodian”: Xxxxx Fargo Bank, National Association, in its capacity as Custodian hereunder, or any successor custodian appointed as herein provided.

“Cut-off Date”: With respect to each Mortgage Loan, the Due Date for the Monthly Payment due on such Mortgage Loan in September 2014 (or, in the case of any Mortgage Loan that has its first Due Date in October 2014, the date that would have been its Due Date in September 2014 under the terms of that Mortgage Loan if a Monthly Payment were scheduled to be due in that month).

“Cut-off Date Pool Balance”: The aggregate Cut-off Date Principal Balance of all the Original Mortgage Loans.

“Cut-off Date Principal Balance”: With respect to any Mortgage Loan, the outstanding principal balance of such Mortgage Loan as of its Cut-off Date, after application of all payments of principal due on or before such date, whether or not received.

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“Default Charges”: Default Interest and/or late payment charges that are paid or payable, as the context may require, in respect of any Mortgage Loan or Serviced Pari Passu Companion Loan or REO Mortgage Loan.

“Default Interest”: With respect to any Mortgage Loan (or successor REO Mortgage Loan) or Serviced Pari Passu Companion Loan, any amounts collected thereon, other than late payment charges, Prepayment Premiums or Yield Maintenance Charges, that represent interest in excess of interest accrued on the principal balance of such Mortgage Loan (or REO Mortgage Loan) or Serviced Pari Passu Companion Loan at the related Mortgage Rate, such excess interest arising out of a default under such Mortgage Loan or Serviced Pari Passu Companion Loan.

“Defaulted Mortgage Loan”: A Serviced Mortgage Loan that is both (A) a Specially Serviced Mortgage Loan and (B) either (i) delinquent 120 days or more with respect to any Balloon Payment or sixty (60) days or more with respect to any other Monthly Payment, with such delinquency to be determined without giving effect to any grace period permitted by the related Mortgage or Mortgage Note and without regard to any acceleration of payments under the related Mortgage and Mortgage Note, or (ii) a Serviced Mortgage Loan as to which the amounts due thereunder have been accelerated following any other material default.

“Defective Mortgage Loan”: Any Mortgage Loan as to which there exists a Material Breach or a Material Document Defect that has not been cured in all material respects.

“Deficient Exchange Act Deliverable”: With respect to the applicable Master Servicer, the applicable Special Servicer, the Trust Advisor, the Certificate Administrator, the Tax Administrator, the Custodian, the Trustee and each Servicing Function Participant and Additional Servicer retained by it (other than a Designated Sub-Servicer), any item (x) regarding such party, (y) prepared by such party or any registered public accounting firm, attorney or other agent retained by such party to prepare such information and (z) delivered by or on behalf of such party pursuant to the delivery requirements under Article XI of this Agreement that does not conform to the applicable reporting requirements under the Securities Act, the Exchange Act, the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunder.

“Definitive Certificate”: As defined in Section 5.03(a).

“Definitive Non-Registered Certificate”: Any Non-Registered Certificate that constitutes a Definitive Certificate.

“Deleted Mortgage Loan”: A Defective Mortgage Loan that is purchased or repurchased, as the case may be, from the Trust or replaced with one or more Replacement Mortgage Loans, in either case as contemplated by Section 2.03.

“Depositor”: RBS Commercial Funding Inc., or its successor-in-interest.

“Depository”: The Depository Trust Company or any successor Depository hereafter named as contemplated by Section 5.03(c). The nominee of the initial Depository for purposes of registering those Certificates that are to be Book-Entry Certificates, is Cede & Co. The Depository shall at all times be a “clearing corporation” as defined in Section 8-102(3) of

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the Uniform Commercial Code of the State of New York and a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act.

“Depository Participant”: A broker, dealer, bank or other financial institution or other Person for whom from time to time the Depository effects book-entry transfers and pledges of securities deposited with the Depository.

“Designated NCB Mortgage Loan”: Each NCB, FSB Mortgage Loan with respect to which the related Prepayment Premium is equal to a stated percentage of the principal amount prepaid, which percentage declines over the term of the related NCB, FSB Mortgage Loan from 5% of the principal amount prepaid to 1% of the principal amount prepaid. Each of the Designated NCB Mortgage Loans shall be identified on the Mortgage Loan Schedule.

“Designated NCB Mortgage Loan Strip Rate”: 0.10% (10 basis points) per annum.

“Designated Sub-Servicer”: A Sub-Servicer or Additional Servicer required by a Mortgage Loan Seller to be retained by the applicable Master Servicer, as listed on Schedule IV hereto, including any Primary Servicer.

“Designated Sub-Servicing Agreement”: Any Sub-Servicing Agreement between a Designated Sub-Servicer and the applicable Master Servicer, including any Primary Servicing Agreement.

“Designated Trust Advisor Expenses”: Any Trust Advisor Expenses for which the Trust Advisor is indemnified under this Agreement or for which any Non-Trust Trust Advisor is entitled to indemnification under the related Intercreditor Agreement and arise from any legal action that is pending or threatened against the Trust Advisor or such Non-Trust Trust Advisor at the time of its discharge, termination or resignation under this Agreement or the related Non-Trust Pooling and Servicing Agreement.

“Determination Date”: The 11th day of each month, or if such 11th day is not a Business Day, the Business Day immediately following such 11th day, commencing in October 2014.

“Directly Operate” or “Directly Operating”: With respect to any Administered REO Property, the furnishing or rendering of services to the tenants thereof, the management or operation of such Administered REO Property, the holding of such Administered REO Property primarily for sale or lease, the performance of any construction work thereon or any use of such Administered REO Property in a trade or business conducted by the Trust other than through an Independent Contractor; provided that the applicable Special Servicer shall not be considered to Directly Operate an Administered REO Property solely because such Special Servicer 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 Administered REO Property.

“Disclosable Special Servicer Fees”: With respect to any Mortgage Loan (other than any Non-Trust-Serviced Pooled Mortgage Loan), Serviced Loan Combination or

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Administered REO Property, any compensation and other remuneration (including, without limitation, in the form of commissions, brokerage fees, or rebates, and as a result of any other fee-sharing arrangement) received or retained by the applicable Special Servicer or any of its Affiliates that is paid by any Person (including, without limitation, the Trust, any Borrower, any manager, any guarantor or indemnitor in respect of a Mortgage Loan (other than any Non-Trust-Serviced Pooled Mortgage Loan) and any purchaser of any Mortgage Loan (other than any Non-Trust-Serviced Pooled Mortgage Loan), Serviced Loan Combination or Administered REO Property) in connection with the disposition, workout or foreclosure of any Mortgage Loan (other than any Non-Trust-Serviced Pooled Mortgage Loan) or Serviced Loan Combination, the management or disposition of any Administered REO Property, and the performance by the applicable Special Servicer or any such Affiliate of any other special servicing duties under this Agreement, other than (1) any Permitted Special Servicer/Affiliate Fees and (2) any compensation to which the applicable Special Servicer is entitled pursuant to Section 3.11 of this Agreement.

“Discount Rate”: As defined in Section 4.01(c).

“Disqualified Non-United States Tax Person”: With respect to any Class R Certificate, any Non-United States Tax Person or agent thereof other than: (1) a Non-United States Tax Person that (a) holds such Class R Certificate and, for purposes of Treasury Regulations Section 1.860G-3(a)(3), is subject to tax under Section 882 of the Code, (b) certifies that it understands that, for purposes of Treasury Regulations Section 1.860E-1(c)(4)(ii), as a holder of such Class R Certificate for United States federal income tax purposes, it may incur tax liabilities in excess of any cash flows generated by such Class R Certificate and intends to pay taxes associated with holding such Class R Certificate, and (c) has furnished the Transferor, the Trustee, the Certificate Administrator and the Tax Administrator with an effective IRS Form W-8ECI or successor form and has agreed to update such form as required under the applicable Treasury regulations; or (2) a Non-United States Tax Person that has delivered to the Transferor, the Trustee, the Certificate Administrator and the Tax Administrator an opinion of nationally recognized tax counsel to the effect that (x) the Transfer of such Class R Certificate to it is in accordance with the requirements of the Code and the regulations promulgated thereunder and (y) such Transfer of such Class R Certificate will not be disregarded for United States federal income tax purposes.

“Disqualified Organization”: Any of the following: (i) the United States or a possession thereof, any State or any political subdivision thereof, or any agency or instrumentality of any of the foregoing (other than an instrumentality which is a corporation if all of its activities are subject to tax and, except for Xxxxxxx Mac, a majority of its board of directors is not selected by any such governmental unit), (ii) a foreign government, international organization, or any agency or instrumentality of either of the foregoing, (iii) any organization (except certain farmers’ cooperatives described in Section 521 of the Code) which is exempt from the tax imposed by Chapter 1 of the Code (unless such organization is subject to the tax imposed by Section 511 of the Code on unrelated business taxable income), (iv) rural electric and telephone cooperatives described in Section 1381 of the Code or (v) any other Person so designated by the Tax Administrator, based upon an Opinion of Counsel delivered to the Tax Administrator (but not at the Tax Administrator’s expense) to the effect that the holding of an Ownership Interest in a Class R Certificate by such Person may cause the Trust or any Person

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having an Ownership Interest in any Class of Certificates, other than such Person, to incur a liability for any federal tax imposed under the Code that would not otherwise be imposed but for the Transfer of an Ownership Interest in a Class R Certificate to such Person. The terms “United States”, “State” and “international organization” shall have the meanings set forth in Section 7701 of the Code or successor provisions.

“Disqualified Partnership”: Any domestic entity classified as a partnership under the Code if any of its direct or indirect beneficial owners (other than through a U.S. corporation) are (or, under the applicable partnership agreement, are permitted to be) Disqualified Non-United States Tax Persons.

“Distribution Account”: The segregated account or accounts created and maintained by the Certificate Administrator on behalf of the Trustee, pursuant to Section 3.04(b), for the benefit of the Certificateholders, which shall be entitled “Xxxxx Fargo Bank, National Association or the name of any successor Certificate Administrator, as Certificate Administrator, on behalf of Wilmington Trust, National Association or the name of any successor Trustee, as Trustee, for the benefit of the registered holders of RBS Commercial Funding Inc., Commercial Mortgage Pass-Through Certificates, Series 2014-C23, Distribution Account”.

“Distribution Date”: The fourth Business Day following the Determination Date in each month, commencing in October 2014. The first Distribution Date shall be October 20, 2014.

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

“Document Defect”: As defined in Section 2.03(a).

“Xxxx-Xxxxx Act”: The Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, as amended.

“DTC”: The Depository Trust Company.

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

“XXXXX”: The Electronic Data Gathering, Analysis, and Retrieval System of the Commission, which is the computer system for the receipt, acceptance, review and dissemination of documents submitted to the Commission in electronic format.

“XXXXX-Compatible Format”: Any format compatible with XXXXX, including HTML, Word, Excel or clean, searchable PDFs.

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“Eligible Account”: Any of (i) an account maintained with a federal or state chartered depository institution or trust company, (A) the long-term deposit or long-term unsecured debt obligations of which are rated no less than “A” by Fitch (or, if not rated by Fitch, an equivalent (or higher) rating by any two other NRSROs (which may include Xxxxx’x and Morningstar)) and “A2” by Xxxxx’x, if the deposits are to be held in the account for more than thirty (30) days, or (B) the short-term deposit or short-term unsecured debt obligations of which are rated no less than “F-1” by Fitch (or, if not rated by Fitch, an equivalent (or higher) rating by any two other NRSROs (which may include Xxxxx’x and Morningstar)) and “P-1” by Xxxxx’x, if the deposits are to be held in the account for thirty (30) days or less, in any event at any time funds are on deposit therein, (ii) for so long as WFB serves as Master Servicer hereunder, an account maintained with WFB, a wholly-owned subsidiary of Xxxxx Fargo & Co., provided that such subsidiary’s (A) commercial paper, short-term unsecured debt obligations or other short-term deposits are rated no less than “F-1” by Fitch (or, if not rated by Fitch, an equivalent (or higher) rating by any two other NRSROs (which may include Xxxxx’x and Morningstar)) and “P-1” by Xxxxx’x, if the deposits are to be held in the account for thirty (30) days or less, or (B) long-term unsecured debt obligations are rated at least “A” by Fitch (or, if not rated by Fitch, an equivalent (or higher) rating by any two other NRSROs (which may include Xxxxx’x and Morningstar)) and “A2” by Xxxxx’x, if the accounts are to be held in the account for more than thirty (30) days, (iii) a segregated trust account maintained with the trust department of a federal or state chartered depository institution or trust company (which, subject to the remainder of this clause (iii), may include the Certificate Administrator or the Trustee) acting in its fiduciary capacity, and which, in either case, has a combined capital and surplus of at least $50,000,000 and is subject to supervision or examination by federal or state authority and to regulations regarding fiduciary funds on deposit similar to Title 12 of the Code of Federal Regulations Section 9.10(b) and the long-term unsecured debt obligations of which are rated at least “A2” by Xxxxx’x, (iv) in the case of Servicing Accounts or Reserve Accounts with respect to NCB, FSB Mortgage Loans with respect to amounts posted with the lender for Escrow Payments, repairs, replacements, capital improvements and/or environmental testing and remediation with respect to the related Mortgaged Property, for ongoing or threatened litigation or for any unit maintenance or rent receivables or negative carry, any account maintained with NCB, FSB (provided that, if such account is not otherwise an Eligible Account, NCB, FSB has a combined capital and surplus of at least $40,000,000); (v) an account other than one listed in clauses (i) – (iv) above that is maintained with any insured depository institution that is the subject of a Rating Agency Confirmation from each and every Rating Agency; or (vi) an account that, but for the failure to satisfy one or more of the minimum rating(s) set forth in the applicable clause, would be listed in clauses (i) – (iv) above that is the subject of a Rating Agency Confirmation from each Rating Agency for which the minimum rating(s) set forth in the applicable clause is not satisfied with respect to such account.

“Emergency Advance”: Any Servicing Advance, whether or not it is a Servicing Advance that, pursuant hereto, the applicable Special Servicer is required to make (at its sole discretion in accordance with the Servicing Standard) or to request the applicable Master Servicer to make, that must be made within three (3) Business Days of the applicable Special Servicer obtaining actual knowledge that it must be made in order to avoid any material penalty, any material harm to a Mortgaged Property securing a Serviced Mortgage Loan or Serviced Loan Combination or any other material adverse consequence to the Trust Fund.

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“Environmental Insurance Policy”: With respect to any Mortgaged Property securing a Serviced Mortgage Loan or any Administered 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 Administered REO Property, as the case may be, for the benefit of, among others, the Trustee on behalf of the Certificateholders.

“ERISA”: The Employee Retirement Income Security Act of 1974, as amended.

“Escrow Payment”: Any payment received by the applicable Master Servicer or the applicable Special Servicer for the account of the Borrower under any Serviced Mortgage Loan or Serviced Loan Combination for application toward the payment of real estate taxes, assessments, insurance premiums (including with respect to any Environmental Insurance Policy), ground rents (if applicable) and similar items in respect of the related Mortgaged Property.

“Euroclear”: The Euroclear System or any successor thereto.

“Excess Liquidation Proceeds”: The excess, if any, of (a) the Net Liquidation Proceeds from the sale or liquidation of a Specially Serviced Mortgage Loan or an Administered REO Property (or the proceeds of the final payment (including any full, partial or discounted payoff) on a Defaulted Mortgage Loan or a Corrected Mortgage Loan that were Received by the Trust, net of any and all fees, expenses and costs payable therefrom), over (b) the sum of (i) the amount needed to pay all principal, interest (including Default Interest), Prepayment Premiums or Yield Maintenance Charges (as applicable) and late payment charges payable with respect to such Mortgage Loan or the related REO Mortgage Loan, as the case may be (together with, without duplication, any outstanding Unliquidated Advances in respect of any such principal or interest), in full, (ii) any other fees that would constitute Additional Master Servicing Compensation and/or Additional Special Servicing Compensation, (iii) any related unreimbursed Servicing Advances (together with, without duplication, outstanding Unliquidated Advances in respect of prior Servicing Advances), (iv) all unpaid Advance Interest on any related Advances (but (for the avoidance of doubt) excluding any Unliquidated Advances), (v) any related Liquidation Fee and/or Special Servicing Fees paid or payable in respect of such Specially Serviced Mortgage Loan or the related REO Mortgage Loan, (vi) any other Additional Trust Fund Expenses paid or payable in respect of such Mortgage Loan or Administered REO Property, and (vii) in the case of (a) any Specially Serviced Mortgage Loan that is a Serviced Loan Combination or (b) any Administered REO Property relating to a Serviced Loan Combination, any portion of such Net Liquidation Proceeds payable to any one or more of the related Serviced Pari Passu Companion Loan Holder(s) pursuant to the terms of the related Intercreditor Agreement. With respect to any Non-Serviced Loan Combination, Excess Liquidation Proceeds shall mean the Non-Trust-Serviced Pooled Mortgage Loan’s pro rata share of any “Excess Liquidation Proceeds” determined in accordance with the Non-Trust Pooling and Servicing Agreement that are Received by the Trust.

“Excess Liquidation Proceeds Account”: The segregated account (or the sub-account of the Distribution Account) created and maintained by the Certificate Administrator on behalf of the Trustee pursuant to Section 3.04(d) for the benefit of the Certificateholders, which shall be entitled “Xxxxx Fargo Bank, National Association [or the name

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of any successor Certificate Administrator], as Certificate Administrator on behalf of Wilmington Trust, National Association [or name of any successor Trustee], as Trustee, for the benefit of the registered holders of RBS Commercial Funding Inc., Commercial Mortgage Pass-Through Certificates, Series 2014-C23, Excess Liquidation Proceeds Account”.

“Excess Servicing Fee Rate”: (A) With respect to each NCB, FSB Mortgage Loan (and any successor REO Mortgage Loan with respect thereto), a rate per annum equal to six (6) basis points. Such rate described in this clause (A) shall be subject to reduction at any time following any resignation of the applicable Master Servicer pursuant to Section 6.04 (if no successor is appointed in accordance with Section 6.04(b)) or any termination of the applicable Master Servicer pursuant to Section 7.01, to the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee to appoint a qualified successor Master Servicer (which successor may include the Trustee) that meets the requirements of Section 7.02, and (B) with respect to each Mortgage Loan (other than NCB, FSB Mortgage Loans) or Serviced Pari Passu Companion Loan (and any successor REO Mortgage Loan with respect thereto), a rate per annum equal to zero (0) basis points. If the Excess Servicing Fee Rate described in this clause (B) is a rate per annum that is greater than zero (0) basis points, such rate shall be subject to reduction at any time following any resignation of the applicable Master Servicer pursuant to Section 6.04 (if no successor is appointed in accordance with Section 6.04(b)) or any termination of the applicable Master Servicer pursuant to Section 7.01, to the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee to appoint a qualified successor Master Servicer (which successor may include the Trustee) that meets the requirements of Section 7.02.

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

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

“Excess Trust Advisor Expenses”: With respect to each Distribution Date, an amount equal to the positive amount, if any, of the Trust Advisor Expenses for such Distribution Date, less the amount of any such Trust Advisor Expenses allocated to reduce the aggregate Interest Distribution Amount of the Class B and Class C Regular Interests and Class D Certificates for such Distribution Date.

“Exchange Act”: The Securities Exchange Act of 1934, as it may be amended from time to time.

“Exchange Date”: As defined in Section 5.09(c).

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“Exchange Proportion”: With respect to any exchange of Exchangeable Certificates pursuant to Section 5.09, Class A-S, Class B and Class C Certificates with original Certificate Principal Balances (regardless of current Certificate Principal Balance) that represent approximately 41.38%, 32.76% and 25.86%, respectively, of the aggregate original Certificate Principal Balances of all Class A-S, Class B and Class C Certificates involved in the exchange.

“Exchangeable Certificates”: The Class A-S, Class B, Class C and Class PEX Certificates.

“Exchangeable Sub-Account”: As defined in Section 3.04(b).

“Exemption”: PTE 96-22 issued to a predecessor of Xxxxx Fargo Securities and PTE 90-59 issued to RBSSI (formerly known as Greenwich Capital Markets Inc.) each as amended by PTE 2013-08 and as may be subsequently amended following the Closing Date.

“Exemption-Favored Party”: Any of (i) Xxxxx Fargo Securities, (ii) RBSSI, (iii) any Person directly or indirectly, through one or more intermediaries, controlling, controlled by or under common control with Xxxxx Fargo Securities or RBSSI and (iv) any member of any underwriting syndicate or selling group of which any Person described in clauses (i), (ii) and (iii) is a manager or co-manager with respect to a Class of Certificates.

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

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

“Final Asset Status Report”: As defined in Section 3.24(a)(vi).

“Final Distribution Date”: The Distribution Date on which the final distribution is to be made with respect to the Certificates in connection with a termination of the Trust Fund pursuant to Article IX.

“Final Recovery Determination”: A determination by the applicable Special Servicer with respect to any Specially Serviced Mortgage Loan or Corrected Mortgage Loan or Administered REO Property, or by the Non-Trust Special Servicer with respect to a Non-Trust-Serviced Pooled Mortgage Loan that is a “Specially Serviced Mortgage Loan” (as defined in the related Non-Trust Pooling and Servicing Agreement) or any related Administered REO Property, that there has been a recovery of all Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds and other payments or recoveries that the applicable Special Servicer or the applicable Master Servicer has determined, in accordance with the Servicing Standard, will be ultimately Received by the Trust; provided that the term Final Recovery Determination shall not apply to: (i) a Mortgage Loan or Serviced Loan Combination that was paid in full (including by means of a payoff on behalf of the Borrower, or the purchase of such Mortgage Loan or Serviced Loan Combination, by a mezzanine lender or another creditor of the related Borrower in connection with a Mortgage Loan default, as set forth in the related intercreditor agreement) or (ii) a Mortgage Loan, Serviced Loan Combination or Administered REO Property, as the case may be, that was purchased by (a) any Responsible Repurchase Party pursuant to the related Mortgage Loan Purchase Agreement, (b) an Interested Person, the Trustee or the Majority

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Subordinate Certificateholder in connection with the purchase of a Mortgage Loan or Administered REO Property pursuant to Section 3.18, (c) any Subordinate Class Certificateholder(s), the applicable Master Servicer or the applicable Special Servicer pursuant to Section 9.01 or (d) in respect of a Non-Trust-Serviced Pooled Mortgage Loan by any other party pursuant to the related Intercreditor Agreement and/or pursuant to terms analogous to those set forth in clause (ii)(a), (b) or (c) above contained in the related Non-Trust Pooling and Servicing Agreement; and provided, further, that, for purposes of making any such determination with respect to a Non-Trust-Serviced Pooled Mortgage Loan or any related REO Property, the applicable Master Servicer shall be entitled to rely on, and shall be required to follow, any such determination made pursuant to the Non-Trust Pooling and Servicing Agreement by the related Non-Trust Master Servicer or the related Non-Trust Special Servicer, as applicable.

“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 NRSRO or other comparable Person reasonably designated by the Depositor (and such designation shall be deemed to be reasonable if the Person so designated is an NRSRO that has been regularly engaged in rating new issue commercial mortgage-backed securities transactions during the 12 months preceding the designation), 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. References herein to “applicable rating category” (other than such references to “highest applicable rating category”) shall, in the case of Fitch, be deemed to refer to such applicable rating category of Fitch, without regard to any plus or minus or other comparable rating qualification.

“Form 8-K Disclosure Information”: As defined in Section 11.10.

“Form 10-K Filing Deadline”: As defined in Section 11.08.

“Xxxxxxx Mac”: The Federal Home Loan Mortgage Corporation or any successor thereto.

“GAAP”: Generally accepted accounting principles in the United States.

“General Master Servicer”: Xxxxx Fargo Bank, National Association, or any successor thereto (as general master servicer) appointed as provided herein.

“General Special Servicer”: CWCapital Asset Management LLC, or its successor-in-interest, or any successor special servicer appointed as provided herein.

“Global Certificates”: The Rule 144A Global Certificates and the Regulation S Global Certificates, collectively.

“Grantor Trust”: A grantor trust as defined under subpart E of part 1 of subchapter J of the Code.

“Grantor Trust Pool”: The Grantor Trust created herein containing the Class A-S Specific Grantor Trust Assets, the Class B Specific Grantor Trust Assets, the Class C Specific Grantor Trust Assets and the Class PEX Specific Grantor Trust Assets.

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“Grantor Trust Provisions”: Subpart E of part I of subchapter J of the Code, including Treasury Regulations Section 301.7701-4(c)(2).

“Ground Lease”: The ground lease pursuant to which any Borrower holds a leasehold interest in the related Mortgaged Property, together with any estoppels or other agreements executed and delivered by the ground lessor in favor of the lender under the related Mortgage Loan(s).

“Hazardous Materials”: Any dangerous, toxic or hazardous pollutants, chemicals, wastes, or substances, including those so identified pursuant to CERCLA or any other federal, state or local environmental related laws and regulations now existing or hereafter enacted, and specifically including 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”: As defined in the definition of “Certificateholder”.

“Independent”: When used with respect to any specified Person, any such Person who (i) is in fact independent of, (ii) does not have any direct financial interest in or any material indirect financial interest in any of and (iii) is not connected (as an officer, employee, promoter, underwriter, trustee, partner, director or Person performing similar functions) with, any of the following and any and all Affiliates thereof: the Depositor, each Mortgage Loan Seller, each Master Servicer, each Special Servicer, the Certificate Administrator, the Tax Administrator, the Trustee, the Trust Advisor, the Subordinate Class Representative, and, if applicable, insofar as the relevant matter involves a Non-Trust-Serviced Pooled Mortgage Loan (whether alone or together with one or more other Mortgage Loans), each Non-Trust Depositor, Non-Trust Master Servicer, Non-Trust Special Servicer, Non-Trust Certificate Administrator, Non-Trust Trustee, Non-Trust Trust Advisor and Non-Trust Subordinate Class Representative and any and all Affiliates thereof; provided that a Person shall not fail to be Independent of any of the aforementioned parties merely because such Person is the beneficial owner of 1% or less of any class of securities issued by any such party; provided that such ownership constitutes less than 1% of the total assets owned by such Person.

“Independent Contractor”: (a) Any Person that would be an “independent contractor” with respect to any REMIC Pool within the meaning of Section 856(d)(3) of the Code if such REMIC Pool were a real estate investment trust (except that the ownership test set forth in that section shall be considered to be met by any Person that owns, directly or indirectly, 35% or more of any Class of Certificates, or such other interest in any Class of Certificates as is set forth in an Opinion of Counsel, which shall be at no expense to the Master Servicers, the Special Servicers, the Certificate Administrator, the Trustee or the Trust, delivered to the Trustee), provided that (i) the Trust does not receive or derive any income from such Person and (ii) the relationship between such Person and the Trust is at arm’s length, all within the meaning of Treasury Regulations Section 1.856-4(b)(5); or (b) any other Person upon receipt by the Trustee of an Opinion of Counsel, which shall be at no expense to the Trustee, the Certificate Administrator or the Trust, to the effect that the taking of any action in respect of any Administered REO Property by such Person, subject to any conditions therein specified, that is

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otherwise herein contemplated to be taken by an Independent Contractor will not cause such Administered REO Property to cease to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code, or cause any income realized in respect of such Administered REO Property to fail to qualify as Rents from Real Property.

“Initial Majority Subordinate Certificateholder”: Raith Capital Partners, LLC, a Delaware limited liability company.

“Initial Resolution Period”: As defined in Section 2.03(b).

“Initial Subordinate Class Representative”: Raith Capital Partners, LLC, a Delaware limited liability company.

“Insolvency Event”: With respect to any Person, an Insolvency Event shall be deemed to have occurred if (A) a decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under any present or future federal or state bankruptcy, insolvency or similar law for the appointment of a conservator, receiver, liquidator, administrator or similar official in any bankruptcy, insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against such Person and such decree or order shall have remained in force undischarged, undismissed or unstayed for a period of sixty (60) days, (B) such Person shall consent to the appointment of a conservator, receiver, liquidator, administrator or similar official in any bankruptcy, insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to such Person or of or relating to all or substantially all of its property, or (C) such Person shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable bankruptcy, insolvency or reorganization statute, make an assignment for the benefit of its creditors, voluntarily suspend payment of its obligations or take any corporate action in furtherance of the foregoing.

“Institutional Accredited Investor”: An institutional investor which qualifies as an “accredited investor” within the meaning of paragraphs (1), (2), (3) or (7) of Rule 501(a) of Regulation D under the Securities Act or any entity in which all of the equity owners come within such paragraphs.

“Insurance Policy”: With respect to any Mortgage Loan or REO Property, any hazard insurance policy, terrorism insurance policy, flood insurance policy, title insurance policy, earthquake insurance policy, Environmental Insurance Policy, business interruption insurance policy or other insurance policy that is maintained from time to time in respect of such Mortgage Loan (or the related Mortgaged Property) or such REO Property, as the case may be.

“Insurance Proceeds”: Proceeds paid under any Insurance Policy and received by or on behalf of the Trustee, the Certificate Administrator, the applicable Master Servicer or the applicable Special Servicer (including with respect to a Non-Trust-Serviced Pooled Mortgage Loan or any related REO Property, any such proceeds remitted to the applicable Master Servicer by the related Non-Trust Master Servicer or the related Non-Trust Special Servicer pursuant to the related Intercreditor Agreement and/or the related Non-Trust Pooling and Servicing

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Agreement), to the extent such proceeds are not applied to the restoration of the related Mortgaged Property or REO Property (or placed in a reserve account for that purpose) or released to the related Borrower or any other third-party pursuant to the terms of the related Mortgage or lease, in accordance with the Servicing Standard.

“Insured Environmental Event”: As defined in Section 3.07(d).

“Intercreditor Agreement”: With respect to any Loan Combination, the related agreement between noteholders, intercreditor, co-lender or similar agreement in effect from time-to-time by and between the holders of the related Mortgage Loan and the related Pari Passu Companion Loan relating to the relative rights of such holders.

“Interest Accrual Basis”: The basis on which interest accrues in respect of any Mortgage Loan, any REMIC I Regular Interest, any REMIC II Regular Interest, any Regular Certificate, any of the Class A-S, Class B and Class C Certificates, any of the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest or any particular REMIC III Component of a Class of Interest Only Certificates, in each case consisting of one of the following: (i) a 30/360 Basis; or (ii) an Actual/360 Basis.

“Interest Accrual Period”: With respect to any REMIC I Regular Interest, any REMIC II Regular Interest, any Regular Certificate, any of the Class A-S, Class B and Class C Certificates, any of the Class A-S, Class B and Class C Regular Interests or any particular REMIC III Component of a Class of Interest Only Certificates, for any Distribution Date, the calendar month immediately preceding the month in which such Distribution Date occurs, and calculated assuming that each month has 30 days and each year has 360 days.

“Interest Distribution Amount”: With respect to any Class of Regular Certificates and any of the Class A-S, Class B and Class C Regular Interests for any Distribution Date, an amount of interest equal to the sum of (I) the amount of Accrued Certificate Interest in respect of such Class for the related Interest Accrual Period, reduced (to not less than zero) by that portion, if any, of the Net Aggregate Prepayment Interest Shortfall for such Distribution Date allocated to such Class as provided below (such Accrued Certificate Interest, the “Unadjusted Distributable Certificate Interest” for such Class and Distribution Date) and (II) any shortfall between the amount described in clause (I) for any prior Distribution Date and the amount of interest actually distributed on such Class on such prior Distribution Date and remaining unpaid as of this Distribution Date (such amounts described in this clause (II), a “Class Interest Shortfall”); provided that such sum shall be adjusted as follows: (i) in the case of the Class B and Class C Regular Interests and the Class D Certificates, such sum shall be reduced by the amount of Trust Advisor Expenses allocated to such Class under Section 4.05; (ii) if and to the extent that any such Trust Advisor Expenses were previously allocated to reduce such sum on the Class B and/or Class C Regular Interests on a prior Distribution Date, such sum shall be increased (in each case, up to the amount of the Trust Advisor Expenses previously so allocated to such Class), and such sum on the Class D Certificates and (if necessary) Class C Regular Interest (in that order) will be reduced (in each case, up to such sum for such Class); (iii) if any such Trust Advisor Expenses were previously allocated to the Class B Regular Interest or Class C Regular Interests or Class D Certificates, and the expenses are subsequently recovered from a source other than the Borrowers under the Mortgage Loans or the related Mortgaged Properties, then, to

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the extent of any portion of such recovery remaining after application to reimburse the Holders of any Principal Balance Certificates that suffered write-offs in connection with Trust Advisor Expenses as provided in Section 4.01, such sums on such Classes in the aggregate will be increased by the amount of such recovery, which aggregate increase shall be allocated to the Class B and Class C Regular Interests and the Class D Certificates, in that order, in each case up to the aggregate unrecovered amount of such Trust Advisor Expenses previously allocated to such Class; and (iv) if the Class Principal Balance of such Class of Regular Certificates or Class A-S, Class B or Class C Regular Interest, as applicable, is deemed to have been increased immediately prior to such Distribution Date pursuant to the proviso to the definition of “Class Principal Balance” because the Principal Distribution Amount for such Distribution Date includes any collections of amounts that (x) had previously been determined to constitute Nonrecoverable Advances, (y) were reimbursed to a party to this Agreement from the principal portions of P&I Advances and/or payments or other collections of principal on the Mortgage Pool in a Collection Period prior to the one related to such Distribution Date (pursuant to Section 3.05(a)(II)(iv)) and (z) were recovered in the Collection Period related to such Distribution Date, such sum shall be increased by interest at the Pass-Through Rate applicable to such Class for the applicable Interest Accrual Periods on the amount of such increase to its Certificate Principal Balance accrued from the Distribution Date on which the related Realized Loss was allocated to such Class as a result of the reimbursement of Nonrecoverable Advances to, but not including, such current Distribution Date (such amounts described in this clause (iv), “Recovered Interest Amounts”).

For purposes of clause (I) above, the portion of the Net Aggregate Prepayment Interest Shortfall, if any, for each Distribution Date shall be allocated to each Class of Principal Balance Certificates (other than the Class A-S, Class B, Class C and Class PEX Certificates) and the Class A-S, Class B and Class C Regular Interests in an amount equal to the product of (i) the amount of such Net Aggregate Prepayment Interest Shortfall and (ii) a fraction, the numerator of which is the Accrued Certificate Interest for such Class for such Distribution Date and the denominator of which is the aggregate amount of Accrued Certificate Interest for all Classes of Principal Balance Certificates (other than the Class A-S, Class B, Class C and Class PEX Certificates) and the Class A-S, Class B and Class C Regular Interests for such Distribution Date. No portion of any Net Aggregate Prepayment Interest Shortfall for any Distribution Date shall be allocated to the Interest Only Certificates. Any Net Aggregate Prepayment Interest Shortfall allocated to the Class A-S, Class B or Class C Regular Interests for any Distribution Date shall be allocated (i) in the case of the Class A-S Regular Interest, between the Class A-S Certificates and Class A-S-PEX Component on such Distribution Date in accordance with the Class A-S Percentage Interest for such Distribution Date and the Class A-S-PEX Percentage Interest for such Distribution Date, respectively, (ii) in the case of the Class B Regular Interest, between the Class B Certificates and Class B-PEX Component on such Distribution Date in accordance with the Class B Percentage Interest for such Distribution Date and the Class B-PEX Percentage Interest for such Distribution Date, respectively, and (iii) in the case of the Class C Regular Interest, between the Class C Certificates and Class C-PEX Component on such Distribution Date in accordance with the Class C Percentage Interest for such Distribution Date and the Class C-PEX Percentage Interest for such Distribution Date, respectively.

“Interest Only Certificates”: Collectively, the Class X-A, Class X-B, Class X-C, Class X-D, Class X-E and Class X-Y Certificates.

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“Interest Reserve Account”: The segregated account (or sub-account of the Distribution Account) created and maintained by the Certificate Administrator on behalf of the Trustee, pursuant to Section 3.04(c), for the benefit of the Certificateholders, which shall be entitled “Xxxxx Fargo Bank, National Association [or the name of any successor Certificate Administrator], as Certificate Administrator, on behalf of Wilmington Trust, National Association [or the name of any successor Trustee], as Trustee, for the benefit of the registered holders of RBS Commercial Funding Inc., Commercial Mortgage Pass-Through Certificates, Series 2014-C23, Interest Reserve Account”.

“Interest Reserve Amount”: With respect to each Mortgage Loan that is an Interest Reserve Loan (or the related successor REO Mortgage Loan), for any Distribution Date that occurs during February of any year or during January of any year that is not a leap year, an amount equal to one day’s interest accrued at the related Net Mortgage Rate on the related Stated Principal Balance as of the end of the Collection Period related to such Distribution Date, but prior to giving effect to the application of any amounts due on the Due Date occurring in such Collection Period, to the extent that a Monthly Payment is Received by the Trust with respect to such Interest Reserve Loan for the related Due Date in the same month as such Distribution Date on or before the related Master Servicer Remittance Date or a P&I Advance is made under this Agreement with respect to such Interest Reserve Loan by such Distribution Date. For purposes of calculating Interest Reserve Amounts, (i) the Net Mortgage Rate for each Interest Reserve Loan shall be the Net Mortgage Rate in effect (including as a result of any step-up provision) under the original terms of such Interest Reserve Loan in effect as of the Closing Date, without regard to any modifications, extensions, waivers or amendments of such Interest Reserve Loan subsequent to the Closing Date (whether entered into by the applicable Master Servicer, the applicable Special Servicer, the Non-Trust Master Servicer or the Non-Trust Special Servicer or in connection with any bankruptcy, insolvency or other similar proceeding involving the related Borrower) and (ii) the Net Mortgage Rate with respect to each Designated NCB Mortgage Loan shall be calculated without giving effect to clause (i)(c) of the definition of “Net Mortgage Rate”.

“Interest Reserve Loan”: Each Mortgage Loan that is an Actual/360 Mortgage Loan (or any successor REO Mortgage Loan with respect thereto).

“Interested Person”: The Depositor, any Master Servicer, any Special Servicer, any Borrower, any manager of a Mortgaged Property, any independent contractor engaged by a Special Servicer, the Trust Advisor, or, in connection with any individual Mortgage Loan or holder of a related mezzanine loan, or any known Affiliate of any such party described above.

“Investment Account”: Each of the Collection Accounts, the Serviced Pari Passu Companion Loan Custodial Account, the Servicing Accounts, the Reserve Accounts, the REO Accounts, the Distribution Account, the Interest Reserve Account and the Excess Liquidation Proceeds Account.

“Investment Company Act”: The Investment Company Act of 1940, as it may be amended from time to time.

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“Investment Grade Certificate”: As of any date of determination, a Certificate that is rated in one of the four highest generic rating categories by at least one Rating Agency that is defined as a “Rating Agency” under Section III of the Exemption.

“Investor Confidentiality Agreement”: An investor confidentiality agreement in the form of Exhibit K-3 hereto.

“Investor Q&A Forum”: As defined in Section 8.12(d).

“Investor Registry”: As defined in Section 8.12(e).

“IRS”: The Internal Revenue Service or any successor thereto.

“Issue Price”: With respect to each Class of Certificates, the “issue price” as defined in the Code and Treasury regulations promulgated thereunder.

“Late Collections”: (a) With respect to any Mortgage Loan or Serviced Loan Combination, all amounts Received by the Trust thereon during any Collection Period, whether as payments, Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds or otherwise, which (as applied under Section 1.03) represent collections of the principal and/or interest portions of a Monthly Payment (other than a Balloon Payment) or an Assumed Monthly Payment in respect of such Mortgage Loan or Serviced Loan Combination due or deemed due on a Due Date in a previous Collection Period or on a Due Date during or prior to the month of the Cut-off Date for such Mortgage Loan or Serviced Loan Combination, and not previously Received by the Trust; and (b) with respect to any REO Mortgage Loan, all amounts Received by the Trust in connection with the related REO Property during any Collection Period, whether as Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds, REO Revenues or otherwise, which (as applied under Section 1.03) represent collections of the principal and/or interest portions of a Monthly Payment (other than a Balloon Payment) or an Assumed Monthly Payment in respect of the predecessor Mortgage Loan or Serviced Loan Combination or the principal and/or interest portions of an Assumed Monthly Payment in respect of such REO Mortgage Loan due or deemed due on a Due Date in a previous Collection Period and not previously Received by the Trust. Late Collections do not include Default Charges.

“Latest Possible Maturity Date”: With respect to any REMIC I Regular Interest, any REMIC II Regular Interest, any REMIC III Component, any Class of Regular Certificates or the Class A-S Regular Interest, Class B Regular Interest or Class C Regular Interest, as applicable, the “latest possible maturity date” thereof, calculated solely for purposes of satisfying Treasury Regulations Section 1.860G-1(a)(4)(iii).

“Letter of Credit”: With respect to any Mortgage Loan or Serviced Loan Combination, any third-party letter of credit delivered by or at the direction of the related Borrower pursuant to the terms of such Mortgage Loan or Serviced Loan Combination in lieu of the establishment of, or deposit otherwise required to be made into, a Reserve Fund or otherwise pledged or assigned by the related Borrower as Additional Collateral.

“Liberty Island”: Liberty Island Group I LLC, a Delaware limited liability company, or its successor-in-interest.

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“Liberty Island Group”: Liberty Island Group LLC, a Delaware limited liability company, or its successor-in-interest.

“Liquidation Event”: (a) With respect to any Mortgage Loan or Serviced Loan Combination, any of the following events: (i) such Mortgage Loan or Serviced Loan Combination is paid in full, (ii) a Final Recovery Determination is made with respect to such Mortgage Loan or Serviced Loan Combination, (iii) such Mortgage Loan is repurchased or replaced by a Responsible Repurchase Party pursuant to the related Mortgage Loan Purchase Agreement, as contemplated by Section 2.03, (iv) such Mortgage Loan or Serviced Loan Combination is sold pursuant to Section 3.18, (v) such Mortgage Loan is purchased by any Subordinate Class Certificateholder(s), either Master Servicer or either Special Servicer pursuant to Section 9.01, (vi) such Mortgage Loan is acquired by the Sole Certificateholder(s) in exchange for all of the Certificates pursuant to Section 9.01, (vii) such Mortgage Loan or Serviced Loan Combination is paid off or purchased by the holder of a related mezzanine loan or another creditor of the Borrower in connection with a Mortgage Loan default, if so permitted and set forth in the related intercreditor agreement or (viii) in the case of a Non-Trust-Serviced Pooled Mortgage Loan, such Mortgage Loan is purchased by any party pursuant to terms analogous to those set forth in the preceding clauses (a)(i), (ii), (iii), (iv), (v), (vi) or (vii) contained in the related Non-Trust Pooling and Servicing Agreement and/or the related Intercreditor Agreement; and (b) with respect to any REO Property (and the related REO Mortgage Loan), any of the following events: (i) a Final Recovery Determination is made with respect to such REO Property, (ii) such REO Property is repurchased or replaced by a Responsible Repurchase Party pursuant to the related Mortgage Loan Purchase Agreement, as contemplated by Section 2.03, (iii) such REO Property is purchased by either Master Servicer, either Special Servicer or any Subordinate Class Certificateholder(s) pursuant to Section 9.01, (iv) in the case of any REO Property (and the related REO Mortgage Loan) related to any Non-Trust-Serviced Pooled Mortgage Loan, any event contemplated in the preceding clauses (b)(i), (ii) or (iii) occurs pursuant to the related Non-Trust Pooling and Servicing Agreement and/or the related Intercreditor Agreement, or (v) such REO Property is acquired by the Sole Certificateholder(s) in exchange for all of the Certificates pursuant to Section 9.01.

“Liquidation Expenses”: All customary, reasonable and necessary “out-of-pocket” costs and expenses due and owing (but not otherwise covered by Servicing Advances) in connection with the liquidation of any Specially Serviced Mortgage Loan or Administered REO Property pursuant to Section 3.09 or Section 3.18 (including legal fees and expenses, committee or referee fees and, if applicable, brokerage commissions and conveyance taxes).

“Liquidation Fee”: The fee designated as such in, and payable to the applicable Special Servicer in connection with certain events in respect of a Specially Serviced Mortgage Loan or an Administered REO Property pursuant to, Section 3.11(c).

“Liquidation Fee Rate”: With respect to each Specially Serviced Mortgage Loan or Administered REO Property as to which a Liquidation Fee is payable, (a) 1.00% or (b) if such rate set forth in clause (a) above would result in an aggregate Liquidation Fee less than $25,000, then the lesser of (i) 3.00% and (ii) such lower rate as would result in an aggregate Liquidation

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Fee equal to $25,000; in each case as calculated prior to the application of any Offsetting Modification Fees as contemplated in Section 3.11(c).

“Liquidation Proceeds”: All cash amounts (other than Insurance Proceeds, Condemnation Proceeds and REO Revenues) Received by the Trust in connection with: (i) the liquidation of a Mortgaged Property, REO Property or other collateral constituting security for a Defaulted Mortgage Loan (including for these purposes any defaulted Non-Trust-Serviced Pooled Mortgage Loan), through trustee’s sale, foreclosure sale, REO Disposition or otherwise, exclusive of any portion thereof required to be released to the related Borrower in accordance with applicable law and/or the terms and conditions of the related Mortgage Note and Mortgage; (ii) the realization upon any deficiency judgment obtained against a Borrower; (iii) the purchase of a Defaulted Mortgage Loan by the applicable Special Servicer, the Majority Subordinate Certificateholder(s) or any assignee of either of them pursuant to Section 3.18; (iv) the repurchase or replacement of a Mortgage Loan or REO Property by a Responsible Repurchase Party pursuant to the related Mortgage Loan Purchase Agreement as contemplated by Section 2.03 of this Agreement; (v) the purchase of a Mortgage Loan or REO Property by either Master Servicer, either Special Servicer and/or any Subordinate Class Certificateholder(s) pursuant to Section 9.01; (vi) the acquisition of any Mortgage Loan or REO Property by the Sole Certificateholder(s) in exchange for all the Certificates pursuant to Section 9.01; (vii) the payoff or purchase of a Mortgage Loan or REO Property by the holder of a related mezzanine loan or another creditor of the Borrower in connection with a Mortgage Loan default, if so permitted and set forth in the related intercreditor agreement; (viii) the transfer of any Loss of Value Payments from the Loss of Value Reserve Fund to the Collection Account in accordance with Section 3.05(h)(iii) of this Agreement (provided that, for the purpose of determining the amount of the Liquidation Fee (if any) payable to the applicable 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); or (ix) the purchase of a Non-Trust-Serviced Pooled Mortgage Loan by any party pursuant to the related Non-Trust Pooling and Servicing Agreement and/or the related Intercreditor Agreement.

“Litigation Control”: As defined in Section 3.32(a) of this Agreement.

“Loan Combination”: A Serviced Loan Combination and/or a Non-Serviced Loan Combination, as the context may require.

“Loss of Value Payment”: As defined in Section 2.03(h) 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 3.04(g) of this Agreement. The Loss of Value Reserve Fund will be part of the Trust Fund but not part of any REMIC Pool.

“Majority Subordinate Certificateholder(s)”: Subject to Section 3.23(i), as of any date of determination, any single Holder or group of Holders of Certificates representing a majority of the Voting Rights allocated to the outstanding Class (if any) of Control-Eligible Certificates that (a) is the most subordinate (based on the payment priorities set forth in

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Section 4.01(a)) outstanding such Class and (b)(i) during a Subordinate Control Period, has a Class Principal Balance, as reduced by any Appraisal Reduction Amounts allocable thereto, that is not less than 25% of the initial Class Principal Balance of such Class, and (ii) during a Collective Consultation Period, has a Class Principal Balance, without regard to any Appraisal Reduction Amounts allocable thereto, that is not less than 25% of the initial Class Principal Balance of such Class.

For purposes of the provisions of this Agreement that require any party hereto to deliver any information to the “Majority Subordinate Certificateholder” as such, (i) all Persons that alone or together constitute the Majority Subordinate Certificateholder(s) shall be deemed (by their receipt of such information) to have agreed to the confidentiality provisions of Exhibit K-3 hereto (as if they had executed a confidentiality agreement in such form) with respect to such information, (ii) if multiple Persons are the Majority Subordinate Certificateholder(s), then only one such Person shall be entitled to receive such information at any one time, which Person shall be designated by the Majority Subordinate Certificateholder(s), and (iii) such information need not be so delivered (notwithstanding the provision that otherwise requires such delivery) unless such Majority Subordinate Certificateholder(s) have delivered to the party required to make such delivery a certification or other reasonable evidence of their status as the Majority Subordinate Certificateholder(s) (upon which such party shall be entitled to rely), except that such certification or evidence need not be delivered by the Initial Majority Subordinate Certificateholder, and notified such party of the electronic or other address where the applicable information should be so delivered. Once a Majority Subordinate Certificateholder has provided the information in clauses (i)-(iii) above, each of the parties to this Agreement shall be entitled to conclusively rely on such information unless the Majority Subordinate Certificateholder or a successor Majority Subordinate Certificateholder shall have (x) notified each other party to this Agreement, in writing, of a change of the Majority Subordinate Certificateholder and (y) provided the information in clauses (i)-(iii) with respect to the successor Majority Subordinate Certificateholder to each of the parties to this Agreement upon which each party may conclusively rely.

“Master Servicer”: With respect to (a) any Mortgage Loan (other than an NCB, FSB Mortgage Loan), any REO Property acquired by the Trust with respect to a Mortgage Loan (other than an NCB, FSB Mortgage Loan) and any matters relating to the foregoing, the General Master Servicer and (b) any NCB, FSB Mortgage Loan, any REO Property acquired by the Trust with respect to an NCB, FSB Mortgage Loan and any matters relating to the foregoing, the NCB Master Servicer.

“Master Servicer Remittance Amount”: With respect to each Master Servicer and each Master Servicer Remittance Date, an amount equal to (a) all amounts on deposit in such Master Servicer’s Collection Account as of 11:00 a.m., New York City time, on such Master Servicer Remittance Date, net of (b) any portion of the amounts described in clause (a) of this definition that represents one or more of the following: (i) collected Monthly Payments with respect to any Mortgage Loan serviced by such Master Servicer that are due on a Due Date following the end of the related Collection Period, (ii) to the extent not covered by clause (i) above, any payments of principal (including Principal Prepayments) and interest, Insurance Proceeds, Condemnation Proceeds and Liquidation Proceeds Received by the Trust with respect to any Mortgage Loan or REO Property serviced by such Master Servicer after the end of the

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related Collection Period, (iii) any Prepayment Premiums and/or Yield Maintenance Charges Received by the Trust with respect to any Mortgage Loan or successor REO Mortgage Loan serviced by such Master Servicer with respect thereto after the end of the related Collection Period, (iv) any Excess Liquidation Proceeds, (v) any amounts payable or reimbursable to any Person from such Collection Account pursuant to clauses (ii) through (xxii) of Section 3.05(a), and (vi) any amounts deposited in such Collection Account in error; provided that the Master Servicer Remittance Amount with respect to such Master Servicer for the Master Servicer Remittance Date that occurs in the same calendar month as the anticipated Final Distribution Date shall be calculated without regard to clauses (b)(i), (b)(ii), (b)(iii) and (b)(iv) of this definition.

“Master Servicer Remittance Date”: The Business Day immediately preceding each Distribution Date.

“Master Servicing Fee”: With respect to each Mortgage Loan, any Serviced Pari Passu Companion Loan and any successor REO Mortgage Loan with respect thereto, the fee designated as such and payable to the applicable Master Servicer pursuant to Section 3.11(a).

“Master Servicing Fee Rate”: With respect to each Mortgage Loan and any successor REO Mortgage Loan with respect thereto, a rate per annum equal to the rate per annum specified as the “Master Servicing Fee Rate” on the Mortgage Loan Schedule, which rate includes (i) in each such case (other than in the case of a Pari Passu Mortgage Loan), the rate at which applicable primary and sub-servicing fees and Excess Servicing Fees accrue or (ii) in the case of a Pari Passu Mortgage Loan, the rate at which sub-servicing fees and Excess Servicing Fees accrue.

“Material Action”: As defined in Section 3.24(c).

“Material Breach”: With respect to any Mortgage Loan, any Breach that materially and adversely affects the value of such Mortgage Loan or the interests of the Certificateholders in the affected Mortgage Loan.

“Material Document Defect”: With respect to any Mortgage Loan, any Document Defect that materially and adversely affects the value of such Mortgage Loan or the interests of the Certificateholders, or any of them, in the affected Mortgage Loan, including, but not limited to, a material and adverse effect on any of the distributions distributable with respect to any of the Certificates or on the value of those Certificates. Notwithstanding the foregoing, the absence of a Specially Designated Mortgage Loan Document following the date and under the circumstances specified with respect to such Specially Designated Mortgage Loan Document in the second to last sentence of the first paragraph of Section 2.03(b), which absence results from the failure of the related Mortgage Loan Seller to deliver such Specially Designated Mortgage Loan Document in accordance with the terms of the related Mortgage Loan Purchase Agreement, shall also constitute a Material Document Defect to the extent set forth in the related Mortgage Loan Purchase Agreement.

“Material Litigation Control Matter”: As defined in Section 3.32(a) of this Agreement.

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“Modification Fees”: With respect to any Serviced Mortgage Loan or Serviced Loan Combination, any and all fees with respect to a modification, restructure, extension, waiver or amendment that modifies, extends, amends or waives any term of the Mortgage Loan Documents (as evidenced by a signed writing) agreed to by the applicable Master Servicer or the applicable Special Servicer (as applicable), other than any Assumption Fees, Assumption Application Fees, consent fees and any defeasance fee; provided that (A) in connection with each modification, restructure, extension, waiver or amendment that constitutes a workout of a Specially Serviced Mortgage Loan, the Modification Fees collected from the related Borrower will be subject to a cap of 1% of the outstanding principal balance of such Serviced Mortgage Loan or Serviced Loan Combination immediately after giving effect to such transaction; (B) the preceding clause (A) shall be construed only as a limitation on the amount of Modification Fees that may be collected in connection with each individual such transaction involving a Specially Serviced Mortgage Loan and not as a limitation on the cumulative amount of Modification Fees that may be collected in connection with multiple such transactions involving such Specially Serviced Mortgage Loan; and (C) for purposes of such preceding clauses (A) and (B), a Modification Fee shall be deemed to have been collected in connection with a workout of a Specially Serviced Mortgage Loan if such fee arises substantially in consideration of or otherwise in connection with such workout, whether the related Borrower must pay such fee upon the consummation of such workout and/or on one or more subsequent dates.

“Modified Mortgage Loan”: Any Specially Serviced Mortgage Loan which has been modified by the applicable Special Servicer pursuant to Section 3.20 in a manner that:

(a)           materially affects the amount or timing of any payment of principal or interest due thereon (other than, or in addition to, bringing Monthly Payments current with respect to the Mortgage Loan or related Serviced Pari Passu Companion Loan);

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

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

“Monthly Payment”: With respect to any Mortgage Loan or Serviced Pari Passu Companion Loan, as of any Due Date, the scheduled monthly debt service payment on such Mortgage Loan or Serviced Pari Passu Companion Loan that is actually payable by the related Borrower from time to time under the terms of the related Mortgage Note (as such terms may be changed or modified in connection with a bankruptcy or similar proceeding involving the related Borrower or by reason of a modification, extension, waiver or amendment granted or agreed to by the applicable Master Servicer or the applicable Special Servicer pursuant to Section 3.20 (or, in the case of a Non-Trust-Serviced Pooled Mortgage Loan, by the related Non-Trust Master

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Servicer or the related Non-Trust Special Servicer pursuant to the related Non-Trust Pooling and Servicing Agreement)), including any Balloon Payment payable in respect of such Mortgage Loan or Serviced Pari Passu Companion Loan on such Due Date; provided that the Monthly Payment due in respect of any Mortgage Loan or Serviced Pari Passu Companion Loan shall not include Default Interest.

“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 NRSRO or other comparable Person reasonably designated by the Depositor (and such designation shall be deemed to be reasonable if the Person so designated is an NRSRO that has been regularly engaged in rating new issue commercial mortgage-backed securities transactions during the 12 months preceding the designation), 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. References herein to “applicable rating category” (other than such references to “highest applicable rating category”) shall, in the case of Moody’s, be deemed to refer to such applicable rating category of Moody’s, without regard to any plus or minus or other comparable rating qualification.

“Morningstar”: Morningstar Credit Ratings, LLC or its successor in interest. If neither such rating agency nor any successor remains in existence, “Morningstar” shall be deemed to refer to such other NRSRO 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 Morningstar herein referenced shall be deemed to refer to the equivalent ratings of the party so designated. References herein to “applicable rating category” (other than such references to “highest applicable rating category”) shall, in the case of Morningstar, be deemed to refer to such applicable rating category of Morningstar, without regard to any plus or minus or other comparable rating qualification.

“Mortgage”: With respect to any Mortgage Loan, separately and collectively, as the context may require, each mortgage, deed of trust, deed to secure debt or similar document that secures the related Mortgage Note and creates a lien on the related Mortgaged Property.

“Mortgage File”: With respect to any Mortgage Loan or Serviced Pari Passu Companion Loan, the following documents collectively with respect to such Mortgage Loan or Serviced Pari Passu Companion Loan (which documents, in the case of each Mortgage Loan with a Serviced Pari Passu Companion Loan, except for the Mortgage Notes referred to in clause (i) below, relate to the entire Serviced Loan Combination):

(i)       (A) the original executed Mortgage Note, endorsed (either on the face thereof or pursuant to a separate allonge) “Pay to the order of Wilmington Trust, National Association, as Trustee for the registered holders of RBS Commercial Funding Inc., Commercial Mortgage Pass-Through Certificates, Series 2014-C23, without recourse, representation or warranty” or in blank, and further showing a complete, unbroken chain of endorsement from the originator; or alternatively, if the original executed Mortgage Note has been lost, a lost note affidavit and indemnity with a copy of such Mortgage Note; and (B) in the case of

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any Serviced Pari Passu Companion Loan, a copy of the executed Mortgage Note for such Serviced Pari Passu Companion Loan;

(ii)       an original or a copy of the Mortgage, together with originals or copies of any and all intervening assignments thereof prior to the assignment to the Trustee, in each case (unless the particular item has been delivered to but not returned from the applicable recording office) with evidence of recording indicated thereon; provided that if the original or a copy of the Mortgage cannot be delivered with evidence of recording thereon on or prior to the 90th day following the Closing Date because of a delay caused by the public recording office where such original Mortgage has been delivered for recordation, or because the public recording office retains the original or because such original Mortgage has been lost, there shall be delivered to the Custodian a true and correct copy of such Mortgage, together with (A) in the case of a delay caused by the public recording office, an Officer’s Certificate of the applicable Mortgage Loan Seller or a statement from the title agent to the effect that such original Mortgage has been sent to the appropriate public recording official for recordation or (B) in the case of an original Mortgage that has been lost after recordation or retained by the appropriate public recording office, a certification by the appropriate county recording office where such Mortgage is recorded that such copy is a true and complete copy of the original recorded Mortgage;

(iii)      the original or a copy of any related Assignment of Leases (if any such item is a document separate from the Mortgage) and, if applicable, the originals or copies of any intervening assignments thereof showing a complete chain of assignment from the originator of the Mortgage Loan or Loan Combination to the most recent assignee of record thereof prior to the Trustee, in each case (unless the particular item has been delivered to but not returned from the applicable recording office) with evidence of recording thereon;

(iv)      except in the case of a Non-Trust-Serviced Pooled Mortgage Loan, an original executed assignment, in recordable form (except for recording information not yet available if the instrument being assigned has not been returned from the applicable recording office), of (A) the Mortgage and (B) any related Assignment of Leases (if such item is a document separate from the Mortgage), in favor of “Wilmington Trust, National Association, as Trustee for the registered holders of RBS Commercial Funding Inc., Commercial Mortgage Pass-Through Certificates, Series 2014-C23”, or, in the case of any Mortgage Loan included in a Serviced Loan Combination, in favor of “Wilmington Trust, National Association, as Trustee for the registered holders of RBS Commercial Funding Inc., Commercial Mortgage Pass-Through Certificates, Series 2014-C23, and in its capacity as lead lender on behalf of any Serviced Pari Passu Companion Loan Holder(s) secured by the [insert name of mortgaged property]” (or, in each case, a copy thereof certified to be the copy of such assignment submitted or to be submitted for recording);

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(v)        an original or a copy of any related Security Agreement (if such item is a document separate from the Mortgage) and, if applicable, the originals or copies of any intervening assignments thereof showing a complete chain of assignment from the originator of the Mortgage Loan or Loan Combination to the most recent assignee of record thereof prior to the Trustee, if any;

(vi)       except in the case of a Non-Trust-Serviced Pooled Mortgage Loan, an original assignment of any related Security Agreement (if such item is a document separate from the Mortgage) executed by the most recent assignee of record thereof prior to the Trustee or, if none, by the originator, in favor of “Wilmington Trust, National Association, as Trustee for the registered holders of RBS Commercial Funding Inc., Commercial Mortgage Pass-Through Certificates, Series 2014-C23”, or, in the case of any Mortgage Loan included in a Serviced Loan Combination, in favor of “Wilmington Trust, National Association, as Trustee for the registered holders of RBS Commercial Funding Inc., Commercial Mortgage Pass-Through Certificates, Series 2014-C23, and as lead lender on behalf of any Serviced Pari Passu Companion Loan Holder(s) secured by the [insert name of mortgaged property]”, which assignment may be included as part of the corresponding assignment of Mortgage referred to in clause (iv) above;

(vii)     originals or copies of any assumption, modification, written assurance, consolidation, extension and substitution agreements, if any, with evidence of recording thereon if the applicable document or instrument being modified or assumed, was recorded (unless the particular item has not been returned from the applicable recording office), in those instances where the terms or provisions of the Mortgage, Mortgage Note or any related security document have been materially modified or the Mortgage Loan has been assumed;

(viii)     the original or a copy of the policy or certificate of lender’s title insurance issued in connection with such Mortgage Loan (or, if the policy has not yet been issued, an original or copy of a written commitment “marked-up” at the closing of such Mortgage Loan interim binder or the pro forma title insurance policy, in each case evidencing a binding commitment to issue such policy);

(ix)       (A) filed copies (with evidence of filing) of any prior effective UCC Financing Statements in favor of the originator of such Mortgage Loan or in favor of any assignee prior to the Trustee (but only to the extent the related Mortgage Loan Seller had possession of such UCC Financing Statements prior to the Closing Date) and (B) except in the case of a Non-Trust-Serviced Pooled Mortgage Loan, an original assignment thereof, in form suitable for filing, in favor of “Wilmington Trust, National Association, as Trustee for the registered holders of RBS Commercial Funding Inc., Commercial Mortgage Pass-Through Certificates, Series 2014-C23”; or, in the case of any Mortgage Loan included in a Serviced Loan Combination, in favor of “Wilmington Trust, National Association, as Trustee for the registered holders of RBS Commercial Funding Inc., Commercial Mortgage Pass-Through Certificates, Series 2014-C23, and as lead lender on behalf of any Serviced Pari Passu Companion Loan Holder(s)

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secured by the [insert name of mortgaged property]” (or, in each case, a copy thereof certified to be the copy of such assignment submitted or to be submitted for filing);

(x)         if a portion of the interest of the Borrower in the related Mortgaged Property consists of a leasehold interest, the original or a copy of the Ground Lease or Space Lease relating to such Mortgage Loan, together with a notice to the related lessor of the transfer of the Mortgage Loan to the Trust or the Trustee on its behalf;

(xi)        except in the case of a Non-Trust-Serviced Pooled Mortgage Loan, any original documents not otherwise described in the preceding clauses of this definition relating to, evidencing or constituting Additional Collateral (except that, in the case of such documents, if any, that are in the form of a Letter of Credit, the “Mortgage File” shall initially contain a copy of such Letter of Credit and the original of such Letter of Credit shall initially be delivered to the applicable Master Servicer and, thereafter, such original shall be maintained by the applicable Master Servicer) and, if applicable, the originals or copies of any intervening assignments thereof;

(xii)       an original or a copy of the loan agreement, if any, related to such Mortgage Loan;

(xiii)      an original or a copy of the related guaranty of payment under such Mortgage Loan, if any;

(xiv)      an original or a copy of the lock-box agreement or cash management agreement relating to such Mortgage Loan, if any;

(xv)       an original or a copy of the environmental indemnity from the related Borrower or other party, if any;

(xvi)      an original or a copy of any intercreditor agreement or similar agreement relating to such Mortgage Loan (including, in the case of each Mortgage Loan that is included in a Loan Combination, the related Intercreditor Agreement);

(xvii)     other than with respect to a Mortgaged Property securing a Co-op Mortgage Loan, an original or a copy of any management agreement with respect to the related Mortgaged Property;

(xviii)    an original or a copy of any master operating lease with respect to the related Mortgaged Property;

(xix)       an original or a copy of any related Environmental Insurance Policy;

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(xx)        if the related Mortgaged Property is a hospitality property that is subject to a franchise, management or similar arrangement, (a) an original or a copy of any franchise, management or similar agreement; (b) either (i) a signed copy of the estoppel certificate or comfort letter delivered by the franchisor, manager or similar person, as applicable, for the benefit of the holder of the Mortgage Loan in connection with the Mortgage Loan Seller’s origination or acquisition of the Mortgage Loan or Loan Combination, together with such instrument(s) of notice or transfer (if any) as are necessary to (A) transfer or assign to the Trust or the Trustee the benefits of such estoppel certificate or comfort letter or (B) request the issuance of a new estoppel certificate or comfort letter for the benefit of the Trust or the Trustee, or (ii) a copy of the estoppel certificate or comfort letter delivered by the franchisor, manager or similar person, as applicable, for the benefit of the holder of the Mortgage Loan in connection with such origination or acquisition of the Mortgage Loan or Loan Combination, together with a signed copy or a fax copy of a new estoppel certificate or comfort letter (in substantially the same form and substance as the estoppel certificate or comfort letter delivered in connection with such origination or acquisition) by the franchisor, manager or similar person, as applicable, for the benefit of the Trust or the Trustee (and, if a fax copy of a new estoppel certificate or comfort letter is delivered, then the original copy shall be included in the “Mortgage File” promptly following receipt thereof by the related Mortgage Loan Seller); and (c) a copy of an instrument in which the Mortgage Loan Seller notifies the franchisor, manager or similar person, as applicable, of the transfer of such Mortgage Loan (and the related estoppel certificate or comfort letter) to the Trust pursuant to the related Mortgage Loan Purchase Agreement and this Agreement and directs such Person to deliver any and all notice of default or other correspondence under the related estoppel certificate or comfort letter to the applicable Master Servicer, together with reasonable evidence of the delivery of such instrument to such franchisor, manager or similar person; and

(xxi)        a checklist (a “Mortgage File Checklist”) of the applicable documents described above and delivered in connection with the origination of such Mortgage Loan (which checklist may be in a reasonable form selected by the related Mortgage Loan Seller);

provided that (A) whenever the term “Mortgage File” is used to refer to documents actually received by the Custodian, such term shall not be deemed to include such documents required to be included therein unless they are actually so received, and with respect to any receipt or certification by the Custodian for documents described in clauses (vi), (vii) and (ix) through (xx) of this definition, shall be deemed to include such documents only to the extent the Custodian has actual knowledge of their existence (and the Custodian shall be deemed to have actual knowledge of the existence of any document listed on the related Mortgage File Checklist); (B) the “Mortgage File” for each Mortgage Loan that consists of a Mortgage Loan in a Serviced Loan Combination shall include the documents described above with respect to such Serviced Loan Combination, together with the original Intercreditor Agreement relating to such Mortgage Loan and a photocopy of the executed promissory note evidencing each related Serviced Pari Passu Companion Loan; (C) with respect to each Non-Trust-Serviced Pooled Mortgage Loan, (1)

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any documents required by clauses (ii)-(xv) and (xvii)-(xx) of this definition to be included in the Mortgage File need only be copies, (2) any reference in such clauses to the Master Servicer, the Trustee or the Trust (including, without limitation, as the assignee or transferee of any assignment, UCC financing statement or other transfer document or the beneficiary of any document or instrument) shall mean the related Non-Trust Master Servicer, the related Non-Trust Trustee or the trust established under the related Non-Trust Pooling and Servicing Agreement, and (3) no document or instrument referred to in such clauses need reflect any evidence of filing or recordation in the name of such related Non-Trust Trustee or such trust established under the related Non-Trust Pooling and Servicing Agreement

“Mortgage File Checklist”: As defined in clause (xxi) of the definition of “Mortgage File”.

“Mortgage Loan”: Each of the Original Mortgage Loans and Replacement Mortgage Loans that are from time to time held in the Trust Fund. As used herein, the term “Mortgage Loan” includes the interest of the Trust Fund in the related Mortgage Loan Documents and each Non-Trust-Serviced Pooled Mortgage Loan, but does not include any Pari Passu Companion Loan.

“Mortgage Loan Documents”: With respect to any Mortgage Loan or Serviced Pari Passu Companion Loan, the documents included or required to be included, as the context may require, in the related Mortgage File and Servicing File.

“Mortgage Loan Purchase Agreement”: Any of (i) the Mortgage Loan Purchase Agreement dated as of the Pricing Date, between WFB, as seller, and the Depositor, as purchaser; (ii) the Mortgage Loan Purchase Agreement dated as of the Pricing Date, between RBS, as seller, and the Depositor, as purchaser; (iii) the Mortgage Loan Purchase Agreement dated as of the Pricing Date, between RBSFP, as seller, and the Depositor, as purchaser; (iv) the Mortgage Loan Purchase Agreement dated as of the Pricing Date, among Basis Real Estate Capital, as seller, Basis Investment, and the Depositor, as purchaser; (v) the Mortgage Loan Purchase Agreement dated as of the Pricing Date, among Liberty Island, as seller, Liberty Island Group and the Depositor, as purchaser; (vi) the Mortgage Loan Purchase Agreement dated as of the Pricing Date, between C-III, as seller, and the Depositor, as purchaser; and (vii) the Mortgage Loan Purchase Agreement dated as of the Pricing Date, between NCB, FSB, as seller, and the Depositor, as purchaser.

“Mortgage Loan Schedule”: The schedule of Mortgage Loans attached hereto as Schedule I, as any such schedule may be amended from time to time in accordance with this Agreement. Such schedule shall set forth the following information with respect to each Mortgage Loan:

(i)        the identification number assigned to the Mortgage Loan in the Prospectus Supplement;

(ii)       the name of the Mortgage Loan/Mortgaged Property;

(iii)      the street address (including city, state and zip code) of the related Mortgaged Property;

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(iv)        the (A) original principal balance and (B) Cut-off Date Principal Balance;

(v)         the “Monthly P&I Payment”, as described in Annex A-1 to the Prospectus Supplement;

(vi)       the Mortgage Rate as of the Closing Date and the Interest Accrual Basis;

(vii)      (a) the Stated Maturity Date and (b) the original and remaining term to the Stated Maturity Date;

(viii)     in the case of a Mortgage Loan that is a Balloon Mortgage Loan, the original and remaining amortization term;

(ix)       whether such Mortgage Loan is a Cross-Collateralized Mortgage Loan and, if so, an identification of the Mortgage Loans with which such Mortgage Loan is cross-collateralized;

(x)        whether such Mortgage Loan provides for defeasance and if so, the period during which defeasance may occur and the periods when any Principal Prepayments must be accompanied by any Prepayment Premium or Yield Maintenance Charge;

(xi)       whether such Mortgage Loan is secured by a fee simple interest in the related Mortgaged Property; by the Borrower’s leasehold interest, and a fee simple interest, in the related Mortgaged Property; or solely by a leasehold interest in the related Mortgaged Property;

(xii)      the name of the related Mortgage Loan Seller;

(xiii)     the Administrative Fee Rate;

(xiv)     the Due Date;

(xv)      the number of grace days before such Mortgage Loan requires a late payment charge in connection with a delinquent Monthly Payment;

(xvi)     whether there exists (and, if so, the amount of) any Letter of Credit that constitutes Additional Collateral;

(xvii)    the related Borrower;

(xviii)   the Excess Servicing Fee Rate and the Master Servicing Fee Rate for such Mortgage Loan; and

(xix)     in the case of an NCB, FSB Mortgage Loan, whether such Mortgage Loan is a Designated NCB Mortgage Loan.

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“Mortgage Loan Sellers”: Collectively, WFB, RBS, RBSFP, Liberty Island, C-III, Basis Real Estate Capital and NCB, FSB.

“Mortgage Note”: The original executed promissory note evidencing the indebtedness of a Borrower under a Mortgage Loan, together with any rider, addendum or amendment thereto, or any renewal, substitution or replacement of such note.

“Mortgage Pool”: All of the Mortgage Loans and any successor REO Mortgage Loans, collectively, as of any particular date of determination.

“Mortgage Rate”: With respect to each Mortgage Loan or Serviced Pari Passu Companion Loan (and any successor REO Mortgage Loan with respect thereto), the related annualized rate at which interest is scheduled (in the absence of a default) to accrue on such Mortgage Loan or Serviced Pari Passu Companion Loan from time to time in accordance with the related Mortgage Note and applicable law, as such rate may be modified in accordance with Section 3.20 (or, in the case of a Non-Trust-Serviced Pooled Mortgage Loan, by the Non-Trust Master Servicer or the Non-Trust Special Servicer in accordance with the Non-Trust Pooling and Servicing Agreement) or in connection with a bankruptcy, insolvency or similar proceeding involving the related Borrower.

“Mortgaged Property”: Individually and collectively, as the context may require, each real property (together with all improvements and fixtures thereon) subject to the lien of a Mortgage and constituting collateral for a Mortgage Loan or Loan Combination, as applicable. With respect to any Cross-Collateralized Mortgage Loan, if and when the context may require, “Mortgaged Property” shall mean, collectively, all the mortgaged real properties (together with all improvements and fixtures thereon) securing the relevant Cross-Collateralized Group.

“Mortgagee”: The holder of legal title to any Mortgage Loan or Serviced Pari Passu Companion Loan, together with any third parties through which such holder takes actions with respect to such Mortgage Loan or Serviced Pari Passu Companion Loan.

“NCB Master Servicer”: NCB, FSB and its permitted successors or assigns.

“NCB, FSB Mortgage Loans”: Those Mortgage Loans sold to the Depositor pursuant to the related Mortgage Loan Purchase Agreement by NCB, FSB and indicated as an NCB, FSB Mortgage Loan on the Mortgage Loan Schedule.

“NCB, FSB Subordinate Debt Conditions”: With respect to a Co-op Mortgage Loan and any encumbrance of the related Mortgaged Property with a subordinate mortgage, the following conditions: (i) each of the subordinate mortgage loans, or the sole subordinate mortgage loan, to be secured by such subordinate mortgage is made by NCB, FSB or any Affiliate thereof (ii) such subordinate mortgage is expressly made in compliance with the underwriting standards which NCB, FSB customarily employs in connection with making subordinate mortgages for its own mortgage loan portfolio, (iii) the aggregate outstanding principal balance of the Co-op Mortgage Loan, any other existing loans secured by a mortgage then encumbering the related Mortgaged Property and the proposed new subordinate mortgage loan shall not exceed 40% of the Appraised Value of the related Mortgaged Property, (iv) NCB, FSB or any Affiliate thereof that originates the subordinate mortgage loan, executes and delivers

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to the Trustee for inclusion in the Mortgage File an intercreditor agreement and subordination agreement with respect to such subordinate mortgage in substantially the form of Exhibit W hereto or in such other form as shall be acceptable to the Co-op Special Servicer and, during any Subordinate Control Period or Collective Consultation Period, the Subordinate Class Representative (provided that the Trustee shall have no responsibility for determining the sufficiency or validity thereof), (v) if the subordinate mortgage loan will not be a fully amortizing loan, the stated maturity date of the subordinate mortgage loan shall be no earlier than the maturity date of the related Co-op Mortgage Loan, (vi) the subordinate mortgage loan is made principally for the purpose of funding capital expenditures, major repairs or reserves at or with respect to the Mortgaged Property in question, (vii) NCB, FSB or any Affiliate thereof that originates the subordinate mortgage loan receives borrower legal opinions as to authority and enforceability customarily required of borrowers in connection with the origination of similar mortgage loans; and (viii) the aggregate amount of subordinate debt encumbering the Mortgaged Property in question (including the proposed new subordinate mortgage debt and any other existing loans secured by a mortgage then encumbering the related Mortgaged Property, but excluding the Mortgage Loan in question) does not exceed $7,500,000.

“Net Aggregate Prepayment Interest Shortfall”: With respect to any Distribution Date, the amount, if any, by which (a) the aggregate of all Prepayment Interest Shortfalls incurred in connection with the receipt of Principal Prepayments (and prepayment resulting from the receipt of Insurance Proceeds or Condemnation Proceeds) on the Mortgage Loans during the related Collection Period, exceeds (b) the aggregate amount of the Compensating Interest Payments remitted by the Master Servicers pursuant to Section 3.19(c) on the Master Servicer Remittance Date related to such Distribution Date.

“Net Default Charges”: With respect to any Mortgage Loan, Serviced Loan Combination or successor REO Mortgage Loan, the Default Charges referred to in clause third of Section 3.25(a) or clause fourth of Section 3.25(c), which are payable to the applicable Master Servicer as Additional Master Servicing Compensation or the applicable Special Servicer as Additional Special Servicing Compensation.

“Net Investment Earnings”: With respect to any Investment Account for any Collection Period, the amount, if any, by which the aggregate of all interest and other income realized during such Collection Period on funds held in such Investment Account (exclusive, in the case of a Servicing Account or a Reserve Account, of any portion of such interest or other income payable to a Borrower in accordance with the related Mortgage Loan Documents and applicable law), exceeds the aggregate of all losses and costs, if any, incurred during such Collection Period in connection with the investment of such funds in accordance with Section 3.06 (exclusive, in the case of a Servicing Account or a Reserve Account, of any portion of such losses that were incurred in connection with investments made for the benefit of a Borrower).

“Net Investment Loss”: With respect to any Investment Account for any Collection Period, the amount by which the aggregate of all losses, if any, incurred during such Collection Period in connection with the investment of funds held in such Investment Account for the benefit of the applicable Master Servicer, the applicable Special Servicer or the Certificate Administrator, as applicable, in accordance with Section 3.06 (exclusive, in the case

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of a Servicing Account or a Reserve Account, of any portion of such losses that were incurred in connection with investments made for the benefit of a Borrower, and other than losses of what would otherwise have constituted interest or other income earned on such funds), exceeds the aggregate of all interest and other income realized during such Collection Period in connection with the investment of such funds for the benefit of the applicable Master Servicer, the applicable Special Servicer or the Certificate Administrator, as applicable, in accordance with Section 3.06; provided that, in the case of any Investment Account and any particular investment of funds in such Investment Account, Net Investment Loss shall not include any loss with respect to such investment which is incurred solely as a result of the insolvency of the federal or state chartered depositary institution or trust company at which such Investment Account is maintained, so long as such depositary institution or trust company (a) satisfied the qualifications set forth in the definition of “Eligible Account” both at the time such investment was made and as of a date not more than thirty (30) days prior to the date of such loss and (b) is not the same Person as the Person that made the relevant investment.

“Net Liquidation Proceeds”: The excess, if any, of all Liquidation Proceeds Received by the Trust with respect to any particular Specially Serviced Mortgage Loan or Administered REO Property, over the amount of all Liquidation Expenses (other than, with respect to any Serviced Loan Combination, the pro rata share of such Liquidation Expenses reimbursable to the parties hereto by the related Serviced Pari Passu Companion Loan Holder pursuant to the related Intercreditor Agreement) incurred with respect thereto and all related Servicing Advances (other than, with respect to any Serviced Loan Combination, the pro rata share of such Servicing Advances reimbursable to the parties hereto by the related Serviced Pari Passu Companion Loan Holder pursuant to the related Intercreditor Agreement) reimbursable therefrom.

“Net Mortgage Rate”: With respect to (i) any Mortgage Loan (or any successor REO Mortgage Loan with respect thereto), the rate per annum equal to (a) the related Mortgage Rate minus (b) the related Administrative Fee Rate minus (c) in the case of a Designated NCB Mortgage Loan, the Designated NCB Mortgage Loan Strip Rate and (ii) any Serviced Pari Passu Companion Loan (or any successor REO Mortgage Loan with respect thereto), the rate per annum equal to (a) the related Mortgage Rate minus (b) the related Serviced Pari Passu Companion Loan Administrative Fee Rate.

“New Lease”: Any lease of an Administered REO Property entered into at the direction of the applicable Special Servicer, including any lease renewed, modified or extended on behalf of the Trust if the applicable Special Servicer has the power to renegotiate the terms of such lease.

“Non-Registered Certificate”: Any Certificate that has not been subject to registration under the Securities Act. As of the Closing Date, Class X-C, Class X-D, Class X-E, Class X-Y, Class D, Class E, Class F, Class G and Class R Certificates are Non-Registered Certificates.

“Non-Serviced Companion Loan Holder”: The holder of the promissory note evidencing any Non-Serviced Pari Passu Companion Loan.

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“Non-Serviced Loan Combination”: Any mortgage loan not serviced under this Agreement that is divided into one or more notes, which includes a mortgage note that is included in the Trust and one or more pari passu mortgage notes not included in the Trust. References herein to a Non-Serviced Loan Combination shall be construed to refer to the aggregate indebtedness under the related notes. The Bank of America Plaza Loan Combination and the Columbus Square Portfolio Loan Combination shall each be a Non-Serviced Loan Combination.

“Non-Serviced Pari Passu Companion Loan”: With respect to each Non-Serviced Loan Combination, if any, a mortgage loan not included in the Trust that is generally payable on a pari passu basis with the related Non-Trust-Serviced Pooled Mortgage Loan. Each of the Bank of America Plaza Pari Passu Companion Loans and the Columbus Square Portfolio Pari Passu Companion Loans shall be a Non-Serviced Pari Passu Companion Loan.

“Non-Trust Certificate Administrator”: With respect to each Non-Trust-Serviced Pooled Mortgage Loan, if any, the certificate administrator under the Non-Trust Pooling and Servicing Agreement.

“Non-Trust Custodian”: With respect to each Non-Trust-Serviced Pooled Mortgage Loan, if any, the custodian under the Non-Trust Pooling and Servicing Agreement.

“Non-Trust Depositor”: With respect to each Non-Trust-Serviced Pooled Mortgage Loan, if any, the depositor under the Non-Trust Pooling and Servicing Agreement.

“Non-Trust Master Servicer”: With respect to each Non-Trust-Serviced Pooled Mortgage Loan, if any, the master servicer under the Non-Trust Pooling and Servicing Agreement.

“Non-Trust Paying Agent”: With respect to each Non-Trust-Serviced Pooled Mortgage Loan, if any, the paying agent under the Non-Trust Pooling and Servicing Agreement.

“Non-Trust Pooling and Servicing Agreement”: With respect to each Non-Trust-Serviced Pooled Mortgage Loan, if any, the separate agreement pursuant to which the Non-Trust-Serviced Pooled Mortgage Loan and the related Non-Serviced Pari Passu Companion Loan are (or, if applicable, any related REO Property is) to be principally serviced and administered. The WFRBS 2014-C22 Pooling and Servicing Agreement, pursuant to which the Bank of America Plaza Loan Combination and the Columbus Square Portfolio Loan Combination are serviced, shall be a Non-Trust Pooling and Servicing Agreement.

“Non-Trust Primary Servicing Fee”: With respect to each Non-Trust-Serviced Pooled Mortgage Loan, if any, the primary servicing fee that is payable to the Non-Trust Master Servicer under a Non-Trust Pooling and Servicing Agreement in respect of such Non-Trust-Serviced Pooled Mortgage Loan, which such fee shall accrue at the applicable Pari Passu Primary Servicing Fee Rate.

“Non-Trust-Serviced Pooled Mortgage Loan”: Any Mortgage Loan that is primarily serviced and administered under the pooling and servicing agreement for another commercial mortgage securitization trust. The Bank of America Plaza Mortgage Loan and the

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Columbus Square Portfolio Mortgage Loan shall each be a Non-Trust-Serviced Pooled Mortgage Loan.

“Non-Trust Special Servicer”: With respect to each Non-Trust-Serviced Pooled Mortgage Loan, if any, the special servicer under the Non-Trust Pooling and Servicing Agreement.

“Non-Trust Subordinate Class Representative”: With respect to each Non-Trust-Serviced Pooled Mortgage Loan, if any, the “Subordinate Class Representative” (or other similar term) as defined under the Non-Trust Pooling and Servicing Agreement.

“Non-Trust Tax Administrator”: With respect to each Non-Trust-Serviced Pooled Mortgage Loan, if any, the tax administrator under the Non-Trust Pooling and Servicing Agreement.

“Non-Trust Trust Advisor”: With respect to each Non-Trust-Serviced Pooled Mortgage Loan, if any, the trust advisor under the Non-Trust Pooling and Servicing Agreement.

“Non-Trust Trustee”: With respect to each Non-Trust-Serviced Pooled Mortgage Loan, if any, the trustee under the Non-Trust Pooling and Servicing Agreement.

“Non-United States Tax Person”: Any Person other than a United States Tax Person.

“Nonrecoverable Advance”: Any Nonrecoverable P&I Advance (including any Unliquidated Advance that constitutes a Nonrecoverable P&I Advance) or Nonrecoverable Servicing Advance (including any Unliquidated Advance that constitutes a Nonrecoverable Servicing Advance). Workout-Delayed Reimbursement Amounts shall constitute Nonrecoverable Advances only when the Person making such determination in accordance with the procedures specified herein, and taking into account factors such as all other outstanding Advances, either (a) has determined that such Workout-Delayed Reimbursement Amounts, would not ultimately be recoverable from Late Collections, Default Charges, Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds or any other recovery on or in respect of such Mortgage Loan or the related REO Property (without giving effect to potential recoveries on deficiency judgments or recoveries from guarantors), or (b) has determined that such Workout-Delayed Reimbursement Amount, along with any other Workout-Delayed Reimbursement Amounts (that have not been reimbursed to the party that made such Advance) or unreimbursed Nonrecoverable Advances, would not be ultimately recoverable from the principal portion of future general collections on the Mortgage Loans and REO Properties. The determination as to the recoverability of any servicing advance previously made or proposed to be made with respect to any Non-Trust-Serviced Pooled Mortgage Loan shall be made by the related Non-Trust Master Servicer or Non-Trust Special Servicer, as the case may be, pursuant to the related Non-Trust Pooling and Servicing Agreement, and any such determination so made shall be conclusive and binding upon the Trust and the Certificateholders.

“Nonrecoverable P&I Advance”: As evidenced by the Officer’s Certificate and supporting documentation contemplated by Section 4.03(c), any P&I Advance, or any Unliquidated Advance in respect of a prior P&I Advance, previously made and any P&I

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Advance contemplated to be made in respect of any Mortgage Loan or related successor REO Mortgage Loan that, as determined by the applicable Master Servicer (in accordance with the Servicing Standard) or, if applicable, by the Trustee (in its reasonable, good faith judgment), or by the applicable Special Servicer (in accordance with the Servicing Standard) pursuant to the second paragraph of Section 4.03(c), will not be ultimately recoverable, or in fact was not ultimately recovered, from Late Collections, Default Charges, Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds or any other recovery on or in respect of such Mortgage Loan or the related REO Property (without giving effect to potential recoveries on deficiency judgments or recoveries from guarantors). In the case of a Cross-Collateralized Mortgage Loan, such recoverability determination shall take into account the cross-collateralization of the related Cross-Collateralized Group.

“Nonrecoverable Servicing Advance”: As evidenced by the Officer’s Certificate and supporting documentation contemplated by Section 3.11(h), any Servicing Advance, or any Unliquidated Advance in respect of a prior Servicing Advance, previously made, and any Servicing Advance proposed to be made, in respect of any Serviced Mortgage Loan, Serviced Loan Combination or Administered REO Property that, as determined by the applicable Master Servicer (in accordance with the Servicing Standard) or, if applicable, by the Trustee (in its reasonable, good faith judgment), or by the applicable Special Servicer (in accordance with the Servicing Standard) pursuant to Section 3.11, will not be ultimately recoverable, or in fact was not ultimately recovered, from Late Collections, Default Charges, Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds or any other recovery on or in respect of such Serviced Mortgage Loan, Serviced Loan Combination or such Administered REO Property (without giving effect to potential recoveries on deficiency judgments or recoveries from guarantors). In the case of a Cross-Collateralized Mortgage Loan, such recoverability determination shall take into account the cross-collateralization of the related Cross-Collateralized Group.

“NRSRO”: A nationally recognized statistical rating organization (as such term is defined in Section 3(a)(62) of the Exchange Act); provided that, when referred to in connection with the Certificate Administrator’s Website or the Rule 17g-5 Information Provider’s Website, “NRSRO” shall mean a nationally recognized statistical rating organization that has delivered an NRSRO Certification.

“NRSRO Certification”: A certification executed (or submitted electronically by means of a click-through confirmation on the Rule 17g-5 Information Provider’s Website) by an NRSRO in favor of the Rule 17g-5 Information Provider substantially in the form attached as Exhibit P hereto (which may also be submitted electronically via the Rule 17g-5 Information Provider’s Website) that states that such NRSRO is a Rating Agency, or that (i) such NRSRO has provided the Depositor with the appropriate certifications under Rule 17g-5(e), (ii) such NRSRO has access to the Depositor’s 17g-5 website and (iii) such NRSRO shall keep the information obtained from the Depositor’s 17g-5 website confidential. Each NRSRO shall be deemed to recertify to the foregoing each time it accesses the Certificate Administrator’s Website. An NRSRO Certification will be deemed to have been executed by an NRSRO if the Depositor so directs the Rule 17g-5 Information Provider.

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“Officer’s Certificate”: A certificate signed by a Servicing Officer of the applicable Master Servicer or applicable Special Servicer or a Responsible Officer of the Certificate Administrator or the Trustee, as the case may be, or, with respect to any other Person, a certificate signed by any of the Chairman of the Board, the Vice Chairman of the Board, the President, any Vice President, Director or Managing Director, an Assistant Vice President or any other authorized officer (however denominated) or another officer customarily performing functions similar to those performed by any of the above designated officers or, 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.

“Offsetting Modification Fees”: For purposes of any Workout Fee or Liquidation Fee payable to the applicable Special Servicer in connection with any Serviced Mortgage Loan, Serviced Loan Combination or REO Mortgage Loan (other than any Non-Trust-Serviced Pooled Mortgage Loan), any and all Modification Fees collected by the applicable Special Servicer as Additional Special Servicing Compensation to the extent that:

(i)       such Modification Fees were earned and collected by the applicable Special Servicer either (A) in connection with the workout or liquidation (including partial liquidation) of the Specially Serviced Mortgage Loan or REO Mortgage Loan (other than any Non-Trust-Serviced Pooled Mortgage Loan) as to which such Workout Fee or Liquidation Fee became payable or (B) in connection with the immediately prior workout of such Mortgage Loan while it was previously a Specially Serviced Mortgage Loan, provided that (in the case of this clause (B)) the Servicing Transfer Event that resulted in it again becoming a Specially Serviced Mortgage Loan occurred within twelve (12) months following the consummation of such prior workout and provided, further, that there shall be deducted from the Offsetting Modification Fees otherwise described in this clause (i) an amount equal to that portion of such Modification Fees that were previously applied to actually reduce the payment of a Workout Fee or Liquidation Fee; and

(ii)      such Modification Fees were earned in connection with a modification, extension, waiver or amendment of such Mortgage Loan or Serviced Loan Combination at a time when such Mortgage Loan or Serviced Loan Combination was a Specially Serviced Mortgage Loan.

“Offshore Transaction”: Any “offshore transaction” as defined in Rule 902(h) of Regulation S.

“Opinion of Counsel”: A written opinion of counsel (who must, in the case of any such opinion relating to the taxation of the Trust Fund or any portion thereof, the status of any REMIC Pool as a REMIC or the Grantor Trust Pool as a Grantor Trust for taxation purposes or a resignation under Section 6.04, be Independent counsel, but who otherwise may be salaried counsel for the Depositor, the Certificate Administrator, the Trustee, the Trust Advisor, the Tax Administrator, a Master Servicer or a Special Servicer), which written opinion is acceptable and delivered to the addressee(s) thereof and which opinion of counsel, except as provided herein, shall not be at the expense of the Certificate Administrator, the Trustee or the Trust Fund.

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“Opting-Out Party”: As defined in Section 3.23(i).

“Original Mortgage Loans”: The mortgage loans initially identified on Schedule I, including each Non-Trust-Serviced Pooled Mortgage Loan. No Pari Passu Companion Loan is an “Original Mortgage Loan”.

“Other Crossed Loans”: As defined in Section 2.03(b).

“Other Depositor”: The applicable other “depositor” under an Other Pooling and Servicing Agreement relating to a Serviced Pari Passu Companion Loan.

“Other Master Servicer”: The applicable other “master servicer” under an Other Pooling and Servicing Agreement relating to a Serviced Pari Passu Companion Loan.

“Other Pooling and Servicing Agreement”: The pooling and servicing agreement relating to an Other Securitization.

“Other Securitization”: Any commercial mortgage securitization trust that holds a Serviced Pari Passu Companion Loan or any successor REO Mortgage Loan with respect thereto.

“Other Trustee”: The applicable other “trustee” under an Other Pooling and Servicing Agreement relating to a Serviced Pari Passu Companion Loan.

“OTS”: The Office of Thrift Supervision or any successor thereto.

“Ownership Interest”: In the case of any Certificate, any ownership or security interest in such Certificate as the Holder thereof and any other interest therein, whether direct or indirect, legal or beneficial, as owner or as pledgee.

“P&I Advance”: With respect to any Mortgage Loan or REO Mortgage Loan (including a Non-Trust-Serviced Pooled Mortgage Loan or any successor REO Mortgage Loan thereto), any advance made by the applicable Master Servicer or the Trustee pursuant to Section 4.03.

“P&I Advance Date”: The Business Day preceding each Distribution Date.

“Pari Passu Companion Loan”: A Serviced Pari Passu Companion Loan and/or a Non-Serviced Pari Passu Companion Loan, as the context may require.

“Pari Passu Companion Rating Agency”: Any NRSRO rating a Serviced Pari Passu Companion Loan Security.

“Pari Passu Mortgage Loan”: A Mortgage Loan included in a Loan Combination that is pari passu in right of payment to the related Pari Passu Companion Loan. The Pari Passu Mortgage Loans are the Bank of America Plaza Mortgage Loan, the Columbus Square Portfolio Mortgage Loan, and the Crossings at Corona Mortgage Loan.

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“Pari Passu Primary Servicing Fee Rate”: With respect to any Pari Passu Mortgage Loan or Serviced Pari Passu Companion Loan, a rate equal to one (1) basis point per annum.

“Pass-Through Rate”: The per annum rate at which interest accrues in respect of any Class of Regular Certificates, Class A-S, Class B, Class C Certificates, Class PEX Component or the Class A-S, Class B, or Class C Regular Interest during any Interest Accrual Period, which rate shall be:

(a)           with respect to the Class X-0, Xxxxx X-0, Class A-3, Class X-0, Xxxxx X-0, Class A-SB, Class E, Class F and Class G Certificates, the fixed rate per annum set forth opposite such Class in the following table:

Class		Pass-Through Rate
Class A-1		1.6630% per annum
Class A-2		3.1850% per annum
Class A-3		3.7110% per annum
Class A-4		3.6500% per annum
Class A-5		3.9170% per annum
Class A-SB		3.6360% per annum
Class D		3.9927% per annum
Class E		3.4000% per annum
Class F		3.4000% per annum
Class G		3.4000% per annum

(b)           with respect to each of the Class A-S Certificates, the Class A-S-PEX Component and the Class A-S Regular Interest, an annual rate equal to the lesser of (i) 4.2100% per annum and (ii) the REMIC II Remittance Rate in respect of REMIC II Regular Interest A-S for the subject Interest Accrual Period (the Class A-S Regular Interest will be uncertificated and will be transferred to the Trust Fund on the Closing Date, and the Trust will issue the Class A-S Certificates and the Class A-S-PEX Component in exchange therefor);

(c)           with respect to each of the Class B Certificates, the Class B-PEX Component and the Class B Regular Interest, an annual rate equal to the REMIC II Remittance Rate in respect of REMIC II Regular Interest B for the subject Interest Accrual Period (the Class B Regular Interest will be uncertificated and will be transferred to the Trust Fund on the Closing Date, and the Trust will issue the Class B Certificates and the Class B-PEX Component in exchange therefor);

(d)           with respect to each of the Class C Certificates, the Class C-PEX Component and the Class C Regular Interest, an annual rate equal to (i) the REMIC II Remittance Rate in respect of REMIC II Regular Interest C for the subject Interest Accrual Period minus (ii) 0.527% (the Class C Regular Interest will be uncertificated and will be transferred to the Trust Fund on the Closing Date, and the Trust will issue the Class C Certificates and the Class C-PEX Component in exchange therefor);

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(e)           with respect to the Class D Certificates, an annual rate equal to (i) the REMIC II Remittance Rate in respect of REMIC II Regular Interest D for the subject Interest Accrual Period minus (ii) 0.384%;

(f)           with respect to the Class X-A Certificates, the weighted average of the Class X-A Strip Rates for such Interest Accrual Period;

(g)           with respect to the Class X-B Certificates, the weighted average of the Class X-B Strip Rates for such Interest Accrual Period;

(h)           with respect to the Class X-C Certificates, the Class X-C Strip Rate for such Interest Accrual Period;

(i)           with respect to the Class X-D Certificates, the Class X-D Strip Rate for such Interest Accrual Period;

(j)           with respect to the Class X-E Certificates, the Class X-E Strip Rate for such Interest Accrual Period; and

(k)           with respect to the Class X-Y Certificates, the Class X-Y Strip Rate for such Interest Accrual Period.

“Past Grace Period Loan”: With respect to any Monthly Payment or Assumed Monthly Payment due and payable, or deemed due and payable, in respect of any particular Mortgage Loan, the status attributable to that Mortgage Loan by reason of, if applicable, the fact that such Monthly Payment or Assumed Monthly Payment remains unpaid past its Due Date and past any applicable grace period for such Monthly Payment or Assumed Monthly Payment.

“PCAOB”: The Public Company Accounting Oversight Board.

“Percentage Interest”: With respect to (a) any Interest Only Certificate or Principal Balance Certificate, the portion of the relevant Class evidenced by such Certificate, expressed as a percentage, the numerator of which is the Certificate Principal Balance or Certificate Notional Amount, as the case may be, of such Certificate as of the Closing Date, as specified on the face thereof, and the denominator of which is the initial Class Principal Balance or initial Class Notional Amount, as the case may be, of the relevant Class as of the Closing Date; and (b) any Class R Certificate, the percentage interest in distributions to be made with respect to the relevant Class, as specified on the face of such Certificate.

“Performance Certification”: As defined in Section 11.09.

“Performing Mortgage Loan”: Any Mortgage Loan or Serviced Pari Passu Companion Loan that is not a Specially Serviced Mortgage Loan.

“Performing Party”: As defined in Section 11.15.

“Performing Serviced Mortgage Loan”: Any Serviced Mortgage Loan that is not a Specially Serviced Mortgage Loan.

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“Performing Serviced Pari Passu Companion Loan”: Any Serviced Pari Passu Companion Loan that is not a Specially Serviced Mortgage Loan.

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

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

(ii)       repurchase agreements on obligations specified in clause (i) of this definition, with a party agreeing to repurchase such obligations (A) in the case of such investments with maturities of 30 days or less, (1) the short-term obligations of which counterparty are rated in the highest short-term rating category by Fitch and (2) the short-term obligations of which counterparty are rated in the highest short-term rating category by Xxxxx’x or the long-term obligations of which counterparty are rated at least “A2” by Xxxxx’x (or, in the case of any such Rating Agency, such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency and Morningstar), (B) in the case of such investments with maturities of three months or less, but more than 30 days, (1) the short-term obligations of the applicable repurchase agreement counterparty are rated in the highest short-term rating category by each Rating Agency and the long-term obligations of which counterparty are rated at least “A1” by Xxxxx’x (or, in the case of any such Rating Agency, such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency and Morningstar), (C) in the case of such investments with maturities of six months or less, but more than three months, the short-term obligations of the applicable repurchase agreement counterparty are rated in the highest short-term rating category by each Rating Agency and the long-term obligations of which counterparty are rated at least “Aa3” by Xxxxx’x (or, in the case of such Rating Agency, such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency and Morningstar), and (D) in the case of such investments with maturities of more than six months, the short-term obligations of the applicable repurchase agreement counterparty are rated in the highest short-term rating category by each Rating Agency and the long-term obligations of which counterparty are rated “Aaa” by Xxxxx’x (or, in the case of any such Rating Agency as set forth in sub-clauses (A) – (D) above, such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency and Morningstar);

(iii)      federal funds, unsecured uncertificated certificates of deposit, time deposits, demand deposits and bankers’ acceptances of any bank or trust company

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organized under the laws of the United States or any state thereof, (A) in the case of such investments with maturities of 30 days or less, the short-term obligations of which bank or trust company are rated in the highest short-term rating category by Fitch and Xxxxx’x and the long-term obligations of which bank or trust company are rated at least “A2” by Xxxxx’x (or, in the case of such Rating Agency, such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency and Morningstar), (B) in the case of such investments with maturities of three months or less, but more than 30 days, the short-term obligations of which bank or trust company are rated in the highest short-term rating category by each Rating Agency and the long-term obligations of which bank or trust company are rated at least “A1” by Xxxxx’x (or, in the case of any such Rating Agency, such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency and Morningstar), (C) in the case of such investments with maturities of six months or less, but more than three months, the short-term obligations of which bank or trust company are rated in the highest short-term rating category by each Rating Agency and the long-term obligations of which bank or trust company are rated at least “Aa3” by Xxxxx’x (or, in the case of any such Rating Agency, such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency and Morningstar), and (D) in the case of such investments with maturities of more than six months, the short-term obligations of which bank or trust company are rated in the highest short-term rating category by each Rating Agency and the long-term obligations of which bank or trust company are rated “Aaa” by Xxxxx’x (or, in the case of any such Rating Agency as set forth in sub-clauses (A) – (D) above, such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency and Morningstar);

(iv)       commercial paper of any corporation incorporated under the laws of the United States or any state thereof (or of any corporation not so incorporated, provided that the commercial paper is United States Dollar denominated and amounts payable thereunder are not subject to any withholding imposed by any non-United States jurisdiction) (A) in the case of such investments with maturities of 30 days or less, the short-term obligations of which corporation are rated in the highest short-term rating category by Fitch and Xxxxx’x and the long-term obligations of which corporation are rated at least “A2” by Xxxxx’x (or, in the case of any such Rating Agency, such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency and Morningstar), (B) in the case of such investments with maturities of three months or less, but more than 30 days, the short-term obligations of which corporation are rated in the highest short-term rating category by each Rating Agency and the long-term obligations of which corporation are rated at least “A1” by Xxxxx’x (or, in the case of such Rating Agency, such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency and Morningstar), (C) in the case of such investments with maturities of six months or less, but more than three months, the short-term obligations of which corporation are rated in the highest short-term rating category by each Rating Agency and the long-term obligations of which corporation are rated at least “Aa3” by Xxxxx’x (or, in the

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case of any such Rating Agency, such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency and Morningstar), and (D) in the case of such investments with maturities of more than six months, the short-term obligations of which corporation are rated in the highest short-term rating category by each Rating Agency and the long-term obligations of which corporation are rated “Aaa” by Xxxxx’x (provided, however, that in the case of investments of funds in a Servicing Account pursuant to subclauses (2) – (4), with respect to the required Xxxxx’x rating, the subject corporation need only have a short-term rating of at least “P-1” from Xxxxx’x), or, in the case of any such Rating Agency as set forth in clauses (A) through (D) above, such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency and Morningstar;

(v)        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 category by each of Fitch and Xxxxx’x (or, if not rated by any such Rating Agency, an equivalent rating (or higher) by at least two (2) NRSROs (which may include the Rating Agencies) or otherwise acceptable to such Rating Agency and Morningstar, in any such case, as confirmed in a Rating Agency Confirmation);

(vi)       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 (ii) – (v) above, and is the subject of a Rating Agency Confirmation from Morningstar and 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

(vii)      any other obligation or security other than one listed in clauses (i) – (v) above, that is the subject of a Rating Agency Confirmation 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 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 (v) 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

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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, title insurance and/or other insurance commissions or fees and appraisal fees received or retained by the applicable 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 accordance with this Agreement.

“Permitted Transferee”: Any Transferee of a Class R Certificate other than (a) a Disqualified Organization, (b) a Disqualified Non-United States Tax Person, (c) a Disqualified Partnership, (d) a foreign permanent establishment or fixed base (within the meaning of any applicable income tax treaty between the United States and any foreign jurisdiction) of a United States Tax Person or (e) any other Person so designated by the Tax Administrator who is unable to provide an Opinion of Counsel at the expense of such Person or the Person seeking to Transfer a Class R Certificate, that the Transfer of a Class R Certificate will not cause any REMIC Pool to fail to qualify as a REMIC at any time that any Certificate is outstanding.

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

“Phase I Environmental Assessment”: A “Phase I assessment” as described in, and meeting the criteria of, the ASTM, plus a radon and asbestos inspection.