EX-4.1 3 exh_4-1.htm POOLING AND SERVICING AGREEMENT, DATED AS OF DECEMBER 1, 2014 Unassociated Document
Exhibit 4.1
 
 
GS MORTGAGE SECURITIES CORPORATION II,
Depositor,
 
WELLS FARGO BANK, NATIONAL ASSOCIATION,
Master Servicer,
 
LNR PARTNERS, LLC,
General Special Servicer,
 
CWCAPITAL ASSET MANAGEMENT LLC,
Cypresswood Court Shopping Center Special Servicer,
 
PENTALPHA SURVEILLANCE LLC,
Operating Advisor
 
U.S. BANK NATIONAL ASSOCIATION,
Certificate Administrator
 
and
 
U.S. BANK NATIONAL ASSOCIATION,
Trustee
 

 
POOLING AND SERVICING AGREEMENT
Dated as of December 1, 2014
 

 
Commercial Mortgage Pass-Through Certificates
Series 2014-GC26
 
 
 

 
 
 
TABLE OF CONTENTS
   
       
     
Page
       
 
ARTICLE I
   
       
 
DEFINITIONS
   
Section 1.01
Defined Terms
 
6
Section 1.02
Certain Calculations
 
106
Section 1.03
Certain Constructions
 
110
       
 
ARTICLE II
   
       
 
CONVEYANCE OF MORTGAGE LOANS;
   
 
ORIGINAL ISSUANCE OF CERTIFICATES
   
       
Section 2.01
Conveyance of Mortgage Loans
 
111
Section 2.02
Acceptance by the Trustee, the Custodian and the Certificate Administrator
 
114
Section 2.03
Mortgage Loan Sellers’ Repurchase, Substitution or Cures of Mortgage Loans for Document Defects in Mortgage Files and Breaches of Representations and Warranties
 
116
Section 2.04
Representations and Warranties of the Depositor
 
121
Section 2.05
Representations, Warranties and Covenants of the Master Servicer
 
123
Section 2.06
Representations, Warranties and Covenants of the Special Servicers
 
125
Section 2.07
Representations and Warranties of the Trustee
 
127
Section 2.08
Representations and Warranties of the Certificate Administrator
 
128
Section 2.09
Representations, Warranties and Covenants of the Operating Advisor
 
130
Section 2.10
Execution and Delivery of Certificates; Issuance of Lower-Tier Regular Interests
 
131
Section 2.11
Miscellaneous REMIC and Grantor Trust Provisions
 
132
       
 
ARTICLE III
   
       
 
ADMINISTRATION AND SERVICING
   
 
OF THE MORTGAGE LOANS
   
       
Section 3.01
Master Servicer to Act as Master Servicer; Administration of the Mortgage Loans; Sub-Servicing Agreements
 
133
Section 3.02
Liability of the Master Servicer
 
142
Section 3.03
Collection of Certain Mortgage Loan Payments
 
142
Section 3.04
Collection of Taxes, Assessments and Similar Items; Escrow Accounts
 
144
Section 3.05
Collection Account; Distribution Accounts; Excess Liquidation Proceeds Reserve Account; and Excess Interest Distribution Account
 
146
Section 3.05 A
Serviced Whole Loan Custodial Account
 
150
Section 3.06
Permitted Withdrawals from the Collection Account
 
152

 
-i-

 
 
Section 3.06 A
Permitted Withdrawals from the Serviced Whole Loan Custodial Account
 
157
Section 3.07
Investment of Funds in the Collection Account, the Excess Interest Distribution Account, the REO Account, the Interest Reserve Account, the Mortgagor Accounts, the Excess Liquidation Proceeds Reserve Account and Other Accounts
 
161
Section 3.08
Maintenance of Insurance Policies and Errors and Omissions and Fidelity Coverage
 
163
Section 3.09
Enforcement of Due-On-Sale Clauses; Assumption Agreements; Defeasance Provisions
 
168
Section 3.10
Appraisal Reductions; Realization Upon Defaulted Mortgage Loans
 
173
Section 3.11
Trustee and Certificate Administrator to Cooperate; Release of Mortgage Files
 
179
Section 3.12
Servicing Fees, Trustee/Certificate Administrator Fees and Special Servicing Compensation; CCRE Strip
 
180
Section 3.13
Compensating Interest Payments
 
187
Section 3.14
Application of Penalty Charges and Modification Fees
 
188
Section 3.15
Access to Certain Documentation
 
189
Section 3.16
Title and Management of REO Properties
 
191
Section 3.17
Sale of Defaulted Mortgage Loans and REO Properties; Sale of Non- Serviced Mortgage Loans
 
195
Section 3.18
Additional Obligations of the Master Servicer; Inspections; Obligation to Notify Ground Lessors; Delivery of Certain Reports to the Companion Loan Holder
 
202
Section 3.19
Lock-Box Accounts, Escrow Accounts
 
203
Section 3.20
Property Advances
 
203
Section 3.21
Appointment of Special Servicers; Asset Status Reports
 
207
Section 3.22
Transfer of Servicing Between Master Servicer and Special Servicers; Record Keeping
 
211
Section 3.23
Interest Reserve Account
 
213
Section 3.24
Modifications, Waivers and Amendments
 
213
Section 3.25
Additional Obligations with Respect to Certain Mortgage Loans
 
217
Section 3.26
Certain Matters Relating to the Non-Serviced Mortgage Loans
 
217
Section 3.27
Additional Matters Regarding Advance Reimbursement
 
218
Section 3.28
Companion Loan Co-Lender Matters
 
219
Section 3.29
Appointment and Duties of the Operating Advisor
 
223
Section 3.30
Rating Agency Confirmation
 
226
Section 3.31
General Acknowledgement Regarding Companion Loan Holders
 
230
Section 3.32
Litigation Control
 
230
       
 
ARTICLE IV
   
       
 
DISTRIBUTIONS TO CERTIFICATEHOLDERS
   
       
Section 4.01
Distributions
 
234
Section 4.02
Statements to Certificateholders; Certain Reports by the Master Servicer and the Special Servicers
 
247

 
-ii-

 
 
Section 4.03
Compliance with Withholding Requirements
 
259
Section 4.04
REMIC Compliance
 
259
Section 4.05
Imposition of Tax on the Trust REMICs
 
261
Section 4.06
Remittances; P&I Advances
 
262
Section 4.07
Grantor Trust Reporting
 
266
       
 
ARTICLE V
   
       
 
THE CERTIFICATES
   
       
Section 5.01
The Certificates
 
268
Section 5.02
Form and Registration
 
269
Section 5.03
Registration of Transfer and Exchange of Certificates
 
271
Section 5.04
Mutilated, Destroyed, Lost or Stolen Certificates
 
278
Section 5.05
Persons Deemed Owners
 
279
Section 5.06
Appointment of Paying Agent
 
279
Section 5.07
Access to Certificateholders’ Names and Addresses; Special Notices
 
279
Section 5.08
Actions of Certificateholders
 
280
Section 5.09
Authenticating Agent
 
281
Section 5.10
Appointment of Custodian
 
281
Section 5.11
Maintenance of Office or Agency
 
282
Section 5.12
Exchanges of Exchangeable Certificates
 
282
       
 
ARTICLE VI
   
       
THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICERS, THE
OPERATING ADVISOR AND THE CONTROLLING CLASS REPRESENTATIVE
       
Section 6.01
Liability of the Depositor, the Master Servicer, the Special Servicers and the Operating Advisor
 
284
Section 6.02
Merger or Consolidation of the Master Servicer, the Special Servicers and the Operating Advisor
 
285
Section 6.03
Limitation on Liability of the Depositor, the Master Servicer, the Special Servicers, the Operating Advisor and Others
 
285
Section 6.04
Limitation on Resignation of the Master Servicer, a Special Servicer or the Operating Advisor
 
287
Section 6.05
Rights of the Depositor, the Trustee and the Certificate Administrator in Respect of the Master Servicer and Special Servicers
 
288
Section 6.06
Master Servicer, Special Servicers as Owner of a Certificate
 
289
Section 6.07
Rating Agency Fees
 
290
Section 6.08
Termination of any Special Servicer Without Cause
 
290
Section 6.09
The Controlling Class Representative
 
294

 
-iii-

 
 
 
ARTICLE VII
   
       
 
DEFAULT
   
       
Section 7.01
Servicer Termination Events
 
299
Section 7.02
Trustee to Act; Appointment of Successor
 
306
Section 7.03
Notification to Certificateholders
 
307
Section 7.04
Other Remedies of Trustee
 
308
Section 7.05
Waiver of Past Servicer Termination Events and Operating Advisor Termination Events; Termination
 
308
Section 7.06
Termination of the Operating Advisor
 
310
       
 
ARTICLE VIII
   
       
CONCERNING THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR
       
Section 8.01
Duties of the Trustee and the Certificate Administrator
 
313
Section 8.02
Certain Matters Affecting the Trustee and the Certificate Administrator
 
316
Section 8.03
Neither the Trustee Nor the Certificate Administrator Is Liable for Certificates or Mortgage Loans
 
318
Section 8.04
Trustee and Certificate Administrator May Own Certificates
 
320
Section 8.05
Payment of Trustee/Certificate Administrator Fees and Expenses; Indemnification
 
320
Section 8.06
Eligibility Requirements for the Trustee and the Certificate Administrator
 
323
Section 8.07
Resignation and Removal of the Trustee or the Certificate Administrator
 
324
Section 8.08
Successor Trustee or Successor Certificate Administrator
 
326
Section 8.09
Merger or Consolidation of the Trustee or the Certificate Administrator
 
327
Section 8.10
Appointment of Co-Trustee or Separate Trustee
 
327
Section 8.11
Access to Certain Information
 
328
Section 8.12
Compliance with the Patriot Act
 
330
       
 
ARTICLE IX
   
       
 
TERMINATION; OPTIONAL MORTGAGE LOAN PURCHASE
   
       
Section 9.01
Termination; Optional Mortgage Loan Purchase
 
331
       
 
ARTICLE X
   
       
EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE
 
Section 10.01
Intent of the Parties; Reasonableness
 
335
Section 10.02
Filing Obligations
 
337

 
-iv-

 


Section 10.03
Form 10-D Filings
 
338
Section 10.04
Form 10-K Filings
 
340
Section 10.05
Sarbanes-Oxley Certification
 
343
Section 10.06
Form 8-K Filings
 
344
Section 10.07
Annual Compliance Statements
 
346
Section 10.08
Annual Reports on Assessment of Compliance with Servicing Criteria
 
347
Section 10.09
Annual Independent Public Accountants’ Servicing Report
 
349
Section 10.10
Significant Obligors
 
350
Section 10.11
Indemnification
 
351
Section 10.12
Amendments
 
353
Section 10.13
Regulation AB Notices
 
353
Section 10.14
Termination of the Certificate Administrator
 
353
Section 10.15
Termination of the Master Servicer or a Special Servicer
 
354
Section 10.16
Termination of Sub-Servicing Agreements
 
354
Section 10.17
Notification Requirements and Deliveries in Connection with Securitization of a Companion Loan
 
354
Section 10.18
Termination of Exchange Act Filings with Respect to the Trust
 
357
       
 
ARTICLE XI
   
       
 
MISCELLANEOUS PROVISIONS
   
       
Section 11.01
Counterparts
 
357
Section 11.02
Limitation on Rights of Certificateholders
 
357
Section 11.03
Governing Law
 
358
Section 11.04
Notices
 
358
Section 11.05
Severability of Provisions
 
361
Section 11.06
Notice to the Depositor and Each Rating Agency
 
361
Section 11.07
Amendment
 
363
Section 11.08
Confirmation of Intent
 
366
Section 11.09
Third-Party Beneficiaries
 
367
Section 11.10
Request by Certificateholders or a Companion Loan Holder
 
367
Section 11.11
Waiver of Jury Trial
 
367
Section 11.12
Submission to Jurisdiction
 
367
Section 11.13
Exchange Act Rule 17g-5 Procedures
 
368
Section 11.14
Precautionary Trust Indenture Act Provisions
 
370
Section 11.15
Cooperation with the Mortgage Loan Sellers with Respect to Rights Under the Loan Agreements
 
370
       
 
TABLE OF EXHIBITS
   
       
Exhibit A-1
Form of Class A-1 Certificate
   
Exhibit A-2
Form of Class A-2 Certificate
   
Exhibit A-3
Form of Class A-3 Certificate
   
Exhibit A-4
Form of Class A-4 Certificate
   
Exhibit A-5
Form of Class A-5 Certificate
   
Exhibit A-6
Form of Class A-AB Certificate
   

 
-v-

 
 
Exhibit A-7
Form of Class X-A Certificate
Exhibit A-8
Form of Class X-B Certificate
Exhibit A-9
Form of Class X-C Certificate
Exhibit A-10
Form of Class X-D Certificate
Exhibit A-11
Form of Class A-S Certificate
Exhibit A-12
Form of Class B Certificate
Exhibit A-13
Form of Class PEZ Certificate
Exhibit A-14
Form of Class C Certificate
Exhibit A-15
Form of Class D Certificate
Exhibit A-16
Form of Class E Certificate
Exhibit A-17
Form of Class F Certificate
Exhibit A-18
Form of Class G Certificate
Exhibit A-19
Form of Class H Certificate
Exhibit A-20
Form of Class R Certificate
Exhibit A-21
Form of Class S Certificate
Exhibit B
Mortgage Loan Schedule
Exhibit C
Form of Request for Release
Exhibit D
Form of Distribution Date Statement
Exhibit E
Form of Transfer Certificate for Rule 144A Global Certificate to Temporary Regulation S Global Certificate
Exhibit F
Form of Transfer Certificate for Rule 144A Global Certificate to Regulation S Global Certificate
Exhibit G
Form of Transfer Certificate for Temporary Regulation S Global Certificate to Rule 144A Global Certificate during Restricted Period
Exhibit H
Form of Certification to be given by Beneficial Owner of Temporary Regulation S Global Certificate
Exhibit I
Form of Transfer Certificate for Non-Book Entry Certificate to Temporary Regulation S Global Certificate
Exhibit J
Form of Transfer Certificate for Non-Book Entry Certificate to Regulation S Global Certificate
Exhibit K
Form of Transfer Certificate for Non-Book Entry Certificate to Rule 144A Global Certificate
Exhibit L-1
Form of Affidavit Pursuant to Sections 860D(a)(6)(A) and 860E(e)(4) of the Internal Revenue Code of 1986, as Amended
Exhibit L-2
Form of Transferor Letter
Exhibit L-3
Form of Transferee Letter
Exhibit L-4
Form of Investment Representation Letter
Exhibit M-1
Form of Investor Certification for Obtaining Information and Notices
Exhibit M-2
Form of Investor Certification for Exercising Voting Rights
Exhibit M-3
Form of Online Vendor Certification
Exhibit M-4
Form of Confidentiality Agreement
Exhibit N
Certificate Administrator Certification
Exhibit O
Servicing Criteria to be Addressed in Assessment of Compliance
Exhibit P
Supplemental Servicer Schedule
Exhibit Q
List of Authorized Representatives of the Depositor
Exhibit R
Form of Operating Advisor Annual Report

 
-vi-

 
 
Exhibit S
Sub-Servicing Agreements
Exhibit T
Form of Recommendation of Special Servicer Termination
Exhibit U
Additional Form 10-D Disclosure
Exhibit V
Additional Form 10-K Disclosure
Exhibit W
Form of Additional Disclosure Notification
Exhibit X
Form Certification to be Provided with Form 10-K
Exhibit Y-1
Form of Certification to be Provided to Depositor by the Certificate Administrator
Exhibit Y-2
Form of Certification to be Provided to Depositor by the Master Servicer
Exhibit Y-3
Form of Certification to be Provided to Depositor by the Special Servicers
Exhibit Y-4
Form of Certification to be Provided to Depositor by the Operating Advisor
Exhibit Z
Form 8-K Disclosure Information
Exhibit AA-1
Form of Power of Attorney for Master Servicer
Exhibit AA-2
Form of Power of Attorney for Special Servicers
Exhibit BB
Class A-AB Scheduled Principal Balance
Exhibit CC-1
Form of Transferor Certificate for Transfer of the Excess Servicing Fee Rights
Exhibit CC-2
Form of Transferee Certificate for Transfer of the Excess Servicing Fee Rights
Exhibit DD
Form of Notice and Certification Regarding Defeasance of Mortgage Loan
Exhibit EE
Form of Notice of Exchange of Exchangeable Certificates
Exhibit FF
Mortgage Loans with Performance, Earnout or Holdback Escrows or Reserves
Exhibit GG
Form of Notice Regarding Non-Serviced Mortgage Loans
Exhibit HH
Form of Notice Regarding Mezzanine Loan Default

 
-vii-

 
 
Pooling and Servicing Agreement, dated as of December 1, 2014, among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Master Servicer, LNR Partners, LLC, as General Special Servicer, CWCapital Asset Management LLC, as Cypresswood Court Shopping Center Special Servicer, Pentalpha Surveillance LLC, as Operating Advisor, and U.S. Bank National Association, as Certificate Administrator and as Trustee.
 
PRELIMINARY STATEMENT:
 
(Terms used but not defined in this Preliminary
Statement shall have the meanings
specified in Article I hereof)
 
The Depositor intends to sell pass-through certificates to be issued hereunder in multiple classes which in the aggregate will evidence the entire beneficial ownership interest in the Trust Fund consisting primarily of the Mortgage Loans.  As provided herein, the Certificate Administrator will elect that two segregated portions of the Trust Fund (other than the CCRE Strip, the Excess Interest, the Excess Interest Distribution Account and the proceeds thereof) be treated for federal income tax purposes as two separate REMICs (each, a “Trust REMIC” or, in the alternative, the “Upper-Tier REMIC” and the “Lower-Tier REMIC”).  The Regular Certificates and the Class PEZ Regular Interests will represent “regular interests” in the Upper-Tier REMIC, and the Upper-Tier Residual Interest will represent the sole class of “residual interests” in the Upper-Tier REMIC.
 
There are also (i) 14 classes of uncertificated Lower-Tier Regular Interests issued under this Agreement (the Class LA-1, Class LA-2, Class LA-3, Class LA-4, Class LA-5, Class LA-AB, Class LA-S, Class LB, Class LC, Class LD, Class LE, Class LF, Class LG and Class LH Interests), each of which will constitute a class of “regular interests” in the Lower-Tier REMIC, and (ii) the Lower-Tier Residual Interest, which will represent the sole class of “residual interests” in the Lower-Tier REMIC.
 
The Lower-Tier Regular Interests will be held by the Trustee as assets of the Upper-Tier REMIC.  The Class R Certificates will represent the Lower-Tier Residual Interest and the Upper-Tier Residual Interest.
 
 
 

 
 
UPPER-TIER REMIC
 
The following table sets forth the Class designation, the approximate initial pass-through rate (the “Pass-Through Rate”) and the aggregate initial principal amount (the “Original Certificate Principal Amount”) or, in the case of the Class X-A, Class X-B, Class X-C and Class X-D Certificates, notional amount (“Original Notional Amount”), as applicable, for each Class of Certificates (other than the Class S Certificates) and each Class PEZ Regular Interest comprising or evidencing the interests in the Upper-Tier REMIC created hereunder:
 
Class Designation
 
 
Approximate
Initial
Pass-Through Rate
(per annum)
   
 
Original
Certificate Principal Amount
/ Original Notional Amount
Class A-1
    1.434 %     $ 46,189,000  
Class A-2
    2.902 %     $ 71,003,000  
Class A-3
    3.467 %     $ 40,000,000  
Class A-4
    3.364 %     $ 280,000,000  
Class A-5
    3.629 %     $ 349,842,000  
Class A-AB
    3.365 %     $ 91,592,000  
Class X-A(1)
    1.116 %     $ 971,195,000  
Class X-B(1)
    0.296 %     $ 56,483,000  
Class X-C(1)
    1.205 %     $ 29,811,000  
Class X-D(1)
    1.205 %     $ 61,190,419  
Class A-S(2)
    3.964 %     $ 92,569,000  
Class A-S Regular Interest
    3.964 %     $ 92,569,000  
Class B(3)
    4.215 %     $ 56,483,000  
Class B Regular Interest
    4.215 %     $ 56,483,000  
Class PEZ(4)
    (5)     $ 0  
Class C(6)
    4.511 %     $ 40,794,000  
Class C Regular Interest
    4.511 %     $ 40,794,000  
Class D
    4.511 %     $ 95,707,000  
Class E
    3.306 %     $ 29,811,000  
Class F
    3.306 %     $ 15,690,000  
Class G
    3.306 %     $ 12,551,000  
Class H
    3.306 %     $ 32,949,419  
Class R(7)
    N/A             N/A            
 

(1)
The Class X-A, Class X-B, Class X-C and Class X-D Certificates will not have Certificate Principal Amounts; rather, each such Class of Certificates will accrue interest as provided herein on the related Notional Amount.
 
(2)
The Class A-S Certificates represent a beneficial ownership interest in the Class A-S Percentage Interest of the Class A-S Regular Interest.  The aggregate Certificate Principal Amount of the Class A-S Certificates and the Class PEZ Component A-S will at all times equal the Certificate Principal Amount of the Class A-S Regular Interest.
 
(3)
The Class B Certificates represent a beneficial ownership interest in the Class B Percentage Interest of the Class B Regular Interest.  The aggregate Certificate Principal Amount of the Class B Certificates and the Class PEZ Component B will at all times equal the Certificate Principal Amount of the Class B Regular Interest.
 
 
-2-

 
 
(4)
The Class PEZ Certificates represent a beneficial ownership interest in the Class A-S-PEZ Percentage Interest of the Class A-S Regular Interest, the Class B-PEZ Percentage Interest of the Class B Regular Interest and the Class C-PEZ Percentage Interest of the Class C Regular Interest.
 
(5)
The Class PEZ Certificates will not have a Pass-Through Rate, but will be entitled to receive the sum of the interest distributable on the Class PEZ Percentage Interest of the Class PEZ Regular Interests.
 
(6)
The Class C Certificates represent a beneficial ownership interest in the Class C Percentage Interest of the Class C Regular Interest.  The aggregate Certificate Principal Amount of the Class C Certificates and the Class PEZ Component C will at all times equal the Certificate Principal Amount of the Class C Regular Interest.
 
(7)
The Class R Certificates will not have a Certificate Principal Amount or Notional Amount, will not bear interest and will not be entitled to distributions of Yield Maintenance Charges.  Any Available Funds remaining in the Lower-Tier Distribution Account and the Upper-Tier Distribution Account, after all required distributions under this Agreement have been made to the Regular Certificates and the Class PEZ Regular Interest, will be distributed to the Holders of the Class R Certificates.
 
 
-3-

 
 
LOWER-TIER REMIC
 
The following table sets forth the Class designation, the corresponding Lower-Tier Regular Interest (the “Corresponding Lower-Tier Regular Interest”) and its original Lower-Tier Principal Balance, the corresponding component of the Class X Certificates (the “Corresponding Component”) and the Original Certificate Principal Amount for each Class of Regular Certificates and each Class PEZ Regular Interest.  The following table also sets forth the Class designation and Original Certificate Principal Amount of the Exchangeable Certificates.  Each Class of Regular Certificates (other than the Class X Certificates) and each Class PEZ Regular Interest constitutes the “Corresponding Certificates” with respect to that Class’ or Class PEZ Regular Interest’s Corresponding Lower-Tier Regular Interest and Corresponding Component.
 
Class Designation
  Original
Certificate
Principal Amount(1)
   
 
Corresponding
Lower-Tier
Regular
Interest(2)(3)
   Original Lower-Tier
Principal Balance
 
 
Corresponding
Component(3)
 
Class A-1
    $ 46,189,000    
LA-1
    $ 46,189,000    
Class A-1
 
Class A-2
    $ 71,003,000    
LA-2
    $ 71,003,000    
Class A-2
 
Class A-3
    $ 40,000,000    
LA-3
    $ 40,000,000    
Class A-3
 
Class A-4
    $ 280,000,000    
LA-4
    $ 280,000,000    
Class A-4
 
Class A-5
    $ 349,842,000    
LA-5
    $ 349,842,000    
Class A-5
 
Class A-AB
    $ 91,592,000    
LA-AB
    $ 91,592,000    
Class A-AB
 
Class A-S(4)
    $ 92,569,000     N/A     $ 92,569,000     N/A  
Class A-S Regular Interest
    $ 92,569,000    
LA-S
    $ 92,569,000    
Class A-S
 
Class B(5)
    $ 56,483,000     N/A     $ 56,483,000     N/A  
Class B Regular Interest
    $ 56,483,000    
LB
    $ 56,483,000    
Class B
 
Class PEZ(6)
    $ 0     N/A     $ 0     N/A  
Class C(7)
    $ 40,794,000    
LC
    $ 40,794,000     N/A  
Class C Regular Interest
    $ 40,794,000     N/A     $ 40,794,000     N/A  
Class D
    $ 95,707,000    
LD
    $ 95,707,000     N/A  
Class E
    $ 29,811,000    
LE
    $ 29,811,000    
Class E
 
Class F
    $ 15,690,000    
LF
    $ 15,690,000    
Class F
 
Class G
    $ 12,551,000    
LG
    $ 12,551,000    
Class G
 
Class H
    $ 32,949,419    
LH
    $ 32,949,419    
Class H
 
 

(1)
Approximate, subject to a variance of plus or minus 5%.
 
(2)
The interest rate of each Lower-Tier Regular Interest is the WAC Rate.
 
(3)
The Corresponding Lower-Tier Regular Interest and Corresponding Component with respect to any Class of Certificates and Class PEZ Regular Interests are also the Corresponding Lower-Tier Regular Interest and Corresponding Component with respect to each other.
 
(4)
The Class A-S Certificates represent a beneficial ownership interest in the Class A-S Percentage Interest of the Class A-S Regular Interest.  The aggregate Certificate Principal Amount of the Class A-S Certificates and the Class PEZ Component A-S will at all times equal the Certificate Principal Amount of the Class A-S Regular Interest.
 
 
-4-

 
 
(5)
The Class B Certificates represent a beneficial ownership interest in the Class B Percentage Interest of the Class B Regular Interest.  The aggregate Certificate Principal Amount of the Class B Certificates and the Class PEZ Component B will at all times equal the Certificate Principal Amount of the Class B Regular Interest.
 
(6)
The Class PEZ Certificates represent a beneficial ownership interest in the Class A-S-PEZ Percentage Interest of the Class A-S Regular Interest, the Class B-PEZ Percentage Interest of the Class B Regular Interest and the Class C-PEZ Percentage Interest of the Class C Regular Interest.
 
(7)
The Class C Certificates represent a beneficial ownership interest in the Class C Percentage Interest of the Class C Regular Interest.  The aggregate Certificate Principal Amount of the Class C Certificates and the Class PEZ Component C will at all times equal the Certificate Principal Amount of the Class C Regular Interest.
 
The Certificate Principal Amount of any Class of Sequential Pay Certificates (other than Exchangeable Certificates) or Class PEZ Regular Interest outstanding at any time represents the maximum amount which holders thereof are entitled to receive as distributions allocable to principal from the cash flow on the Mortgage Loans and the other assets in the Trust Fund; provided, however, that in the event that amounts previously allocated as Realized Losses to a Class of Sequential Pay Certificates (exclusive of the Exchangeable Certificates) or Class PEZ Regular Interest in reduction of the Certificate Principal Amount thereof are recovered subsequent to the reduction of the Certificate Principal Amount of such Class or Class PEZ Regular Interest to zero, such Class or Class PEZ Regular Interest may receive distributions in respect of such recoveries in accordance with the priorities set forth in Section 4.01 of this Agreement.  As of the Cut-Off Date, the Mortgage Loans have an aggregate Stated Principal Balance equal to approximately $1,255,180,419.
 
 
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GRANTOR TRUST
 
The portions of the Trust Fund consisting of (i) the Class S Specific Grantor Trust Assets and (ii) 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 PEZ Specific Grantor Trust Assets shall be treated as a grantor trust under subpart E, part I of subchapter J of the Code (the “Grantor Trust”) for federal income tax purposes.  The Class S Certificates shall represent undivided beneficial interests in the Class S Specific Grantor Trust Assets.  The Class A-S Certificates shall represent undivided beneficial interests in the portion of the Grantor Trust consisting of the Class A-S Specific Grantor Trust Assets.  The Class B Certificates shall represent undivided beneficial interests in the portion of the Grantor Trust consisting of the Class B Specific Grantor Trust Assets.  The Class PEZ Certificates shall represent undivided beneficial interests in the portion of the Grantor Trust consisting of the Class PEZ Specific Grantor Trust Assets.  The Class C Certificates shall represent undivided beneficial interests in the portion of the Grantor Trust consisting of the Class C Specific Grantor Trust Assets.  As provided herein, the Certificate Administrator shall not take any actions that would cause the Grantor Trust to either (i) lose its status as a “grantor trust” or (ii) be treated as part of either Trust REMIC.
 
In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Special Servicers, the Operating Advisor, the Certificate Administrator and the Trustee agree as follows:
 
ARTICLE I
 
DEFINITIONS
 
Section 1.01     Defined Terms.  Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires, shall have the meanings specified in this Article.
 
10-K Filing Deadline”:  As defined in Section 10.04 of this Agreement.
 
15Ga-1 Notice”:  As defined in Section 2.03(a) of this Agreement.
 
15Ga-1 Notice Provider”:  As defined in Section 2.03(a) of this Agreement.
 
Acceptable Insurance Default”:  With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan, any Default arising when the related Loan Documents require that the related Mortgagor must maintain all risk casualty insurance or other insurance that covers damages or losses arising from acts of terrorism and the applicable Special Servicer has determined, in its reasonable judgment in accordance with the Servicing Standard (and with the consent of the Controlling Class Representative (unless a Control Termination Event has occurred and is continuing, that (i) such insurance is not available at commercially reasonable rates and the subject hazards are not commonly insured against by prudent owners of similar real properties located in or near the geographic region in which the Mortgaged Property is located (but only by reference to such insurance that has been obtained by
 
 
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such owners at current market rates), or (ii) such insurance is not available at any rate; provided, however, that the Controlling Class Representative shall have no more than 30 days to respond to the applicable Special Servicer’s request for such consent; provided, further, that upon the applicable Special Servicer’s determination, consistent with the Servicing Standard, that exigent circumstances do not allow such Special Servicer to consult with the Controlling Class Representative such Special Servicer shall not be required to do so.  In making this determination, such Special Servicer, to the extent consistent with the Servicing Standard, may rely on the opinion of an insurance consultant.
 
Accrued Component Interest”:  With respect to each Component for any Distribution Date, one month’s interest at the Class X Strip Rate applicable to such Component for such Distribution Date, accrued on the Component Notional Amount of such Component outstanding immediately prior to such Distribution Date.  Accrued Component Interest shall be calculated on a 30/360 Basis and, with respect to any Component and any Distribution Date, shall be deemed to accrue during the calendar month preceding the month in which such Distribution Date occurs.
 
Additional Disclosure Notification”:  The form of notification to be included with any Additional Form 10-D Disclosure, Additional Form 10-K Disclosure or Form 8-K Disclosure Information which is attached to this Agreement as Exhibit W.
 
Additional Form 10-D Disclosure”:  As defined in Section 10.03 of this Agreement.
 
Additional Form 10-K Disclosure”:  As defined in Section 10.04 of this Agreement.
 
Additional Information”:  As defined in Section 4.02(a) of this Agreement.
 
Additional Servicer”:  Each Affiliate of the Master Servicer that Services any of the Mortgage Loans, an Other Master Servicer, an Other Special Servicer and each Person who is not an Affiliate of the Master Servicer, other than any Special Servicer or the Certificate Administrator, who Services 10% or more of the Mortgage Loans by unpaid principal balance calculated in accordance with the provisions of Regulation AB.
 
Additional Trust Fund Expenses”:  (i) Special Servicing Fees, Workout Fees and Liquidation Fees, (ii) interest in respect of unreimbursed Advances, (iii) the cost of various default-related or unanticipated Opinions of Counsel required or permitted to be obtained in connection with the servicing of the Mortgage Loans and the administration of the Trust Fund, (iv) unanticipated, non-Mortgage Loan specific expenses of the Trust Fund, including indemnities and expense reimbursements to the Trustee, the Certificate Administrator, the Master Servicer, any Special Servicer, the Operating Advisor and the Depositor and federal, state and local taxes, and tax-related expenses, specifically payable out of the Trust Fund and (v) any other default-related or unanticipated expense of the Trust Fund that is not covered by a Property Advance and for which there is no corresponding collection from a Mortgagor.
 
Administrative Cost Rate”:  With respect to any Mortgage Loan, as of any date of determination, a rate equal to the sum of the CREFC® Intellectual Property Royalty License
 
 
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Fee Rate, the Servicing Fee Rate, the Operating Advisor Fee Rate, and the Trustee/Certificate Administrator Fee Rate.  In addition, the Administrative Cost Rate for a Serviced Companion Loan will be equal to the Servicing Fee Rate for such Serviced Companion Loan.
 
Advance”:  Any P&I Advance or Property Advance.
 
Advance Interest Amount”:  Interest at the Advance Rate on the aggregate amount of P&I Advances and Property Advances for which the Master Servicer, any Special Servicer or the Trustee, as applicable, have not been reimbursed for the number of days from the date on which such Advance was made through, but not including, the date of reimbursement of the related Advance, less any amount of interest previously paid on such Advance; provided, however, that with respect to any P&I Advance made prior to the expiration of the related grace period (or, if there is no grace period, on or prior to the related Due Date), interest on such P&I Advance shall accrue only from and after the expiration of such grace period (or, if there is no grace period, from and after the related Due Date) and only if the subject Mortgage Loan is then still delinquent; and provided, further, that interest at the Advance Rate shall not accrue on any Advance made to cover a delinquent Applicable Monthly Payment that has been received after the Determination Date and prior to 2:00 p.m. (Eastern Time) on the related Master Servicer Remittance Date.
 
Advance Rate”:  A per annum rate equal to the Prime Rate, compounded annually.
 
Affiliate”:  With respect to any specified Person, any other Person controlling or controlled by or under common control with such specified Person.  For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms “controlling” and “controlled” have meanings correlative to the foregoing.  The Trustee and/or the Certificate Administrator may obtain and rely on an Officer’s Certificate of the Master Servicer, any Special Servicer or the Depositor to determine whether any Person is an Affiliate of such party.
 
Affiliate Ethical Wall”:  Reasonable policies and procedures to be maintained by an Affiliate of the Depositor, the Master Servicer, any Special Servicer, the Certificate Administrator, the Operating Advisor or the Trustee, as applicable, taking into account the nature of its business, to ensure (1) that such Affiliate will not obtain Confidential Information from the Depositor, the Master Servicer, such Special Servicer, the Certificate Administrator, the Operating Advisor or the Trustee, as applicable, and (2) that the Depositor, the Master Servicer, such Special Servicer, the Certificate Administrator, the Operating Advisor or the Trustee, as applicable, will not obtain information regarding Investments in the Certificates from such Affiliate.  Under such policies and procedures maintained by such Affiliate, (i) policies and procedures restricting the flow of information exist, and shall be maintained by such Affiliate, between such Affiliate, on the one hand and the Depositor, the Master Servicer, such Special Servicer, the Certificate Administrator, the Operating Advisor or the Trustee, as applicable, on the other; (ii) such policies and procedures restricting the flow of information operate in both directions so as to include (a) policies and procedures against the disclosure of Confidential Information from the Depositor, the Master Servicer, such Special Servicer, the Certificate
 
 
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Administrator, the Operating Advisor or the Trustee, as applicable, to such Affiliate and (b) policies and procedures against the disclosure of information regarding Investments in Certificates from such Affiliate to the Depositor, the Master Servicer, such Special Servicer, the Certificate Administrator, the Operating Advisor or the Trustee, as applicable; (iii) the senior management personnel of such Affiliate who have obtained Confidential Information in the course of their exercise of general managerial responsibilities may not participate in or use that information to influence Investment Decisions with respect to the Certificates, nor may they pass that information to others for use in such activities; and (iv) such senior management personnel who have obtained information regarding Investments in the course of their exercise of general managerial responsibilities may not use that information to influence servicing recommendations.
 
Agreement”:  This Pooling and Servicing Agreement and all amendments hereof and supplements hereto.
 
A.M. Best”:  A.M. Best Company, Inc. or its successors in interest.  If neither A.M. Best nor any successor remains in existence, “A.M. Best” shall be deemed to refer to such nationally recognized statistical rating agency or other comparable Person designated by the Depositor, notice of which designation shall be given to the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicers and specific ratings of A.M. Best herein referenced shall be deemed to refer to the equivalent ratings (as reasonably determined by the Depositor) of the party so designated.
 
AMO”:  Anderson McCoy & Orta, P.C., an Oklahoma professional corporation.
 
Ancillary Fees”:  With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or any Serviced Whole Loan, any and all demand fees, beneficiary statement charges, fees for insufficient or returned checks and other usual and customary charges and fees (other than Modification Fees, Consent Fees, Penalty Charges, Assumption Fees, assumption application fees and defeasance fees) actually received from the related Mortgagor.
 
Anticipated Repayment Date”:  With respect to any ARD Loan, the date upon which such ARD Loan commences accruing interest at its Revised Rate.
 
Anticipated Termination Date”:  Any Distribution Date on which it is anticipated that the Trust Fund will be terminated pursuant to Section 9.01(c) of this Agreement.
 
Applicable Laws”:  As defined in Section 8.02(e) of this Agreement.
 
Applicable Patriot Act Laws”: As defined in Section 8.12 of this Agreement.
 
Applicable Monthly Payment”:  For any Mortgage Loan (including a Non-Serviced Mortgage Loan and/or an REO Mortgage Loan) with respect to any calendar month (including any such Mortgage Loan as to which the related Mortgaged Property has become an REO Property), the Monthly Payment; provided, however, that for purposes of calculating the amount of any P&I Advance required to be made by the Master Servicer or the Trustee, notwithstanding the amount of such Applicable Monthly Payment, interest shall be calculated at the Mortgage Loan Rate less the Servicing Fee Rate, and, in the case of the Mortgage Loans that
 
 
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are part of the CCRE Strip Pool, less the CCRE Strip; and provided, further, that for purposes of determining the amount of any P&I Advance, the Monthly Payment shall be as reduced pursuant to any modification of a Mortgage Loan pursuant to Section 3.24 of this Agreement or pursuant to the Other Pooling and Servicing Agreement, or pursuant to any bankruptcy, insolvency, or other similar proceeding involving the related Mortgagor.
 
Applicant”:  As defined in Section 5.07(a) of this Agreement.
 
Appraisal”:  An appraisal prepared by an Appraiser, which shall be prepared in accordance with MAI standards and in accordance with FIRREA standards.
 
Appraisal Reduction Amount”:  For any Distribution Date and for any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan as to which an Appraisal Reduction Event has occurred and an Appraisal Reduction Amount is required to be calculated, an amount (subject to the operation of the final paragraph of Section 3.10(a)) equal to the excess, if any, of (a) the Stated Principal Balance of such Mortgage Loan (or Serviced Whole Loan) as of the last day of the related Collection Period over (b) the excess of (i) the sum of (A) 90% of the appraised values of the related Mortgaged Property or Properties (as determined by one or more Appraisals obtained by the applicable Special Servicer (the cost of which shall be advanced by the Master Servicer as a Property Advance unless such Property Advance would be a Nonrecoverable Advance)), minus such downward adjustments as such Special Servicer may make in accordance with the Servicing Standard (without implying any obligation to do so) based upon such Special Servicer’s review of the Appraisal and such other information as such Special Servicer may deem appropriate and (B) all escrows, letters of credit and reserves in respect of such Mortgage Loan (or Serviced Whole Loan) as of the date of the calculation over (ii) the sum as of the Due Date occurring in the month of the date of determination of (A) to the extent not previously advanced by the Master Servicer or the Trustee, all unpaid interest on such Mortgage Loan at a per annum rate equal to its Mortgage Loan Rate (and with respect to a Serviced Whole Loan, interest on the related Serviced Companion Loan at the related Mortgage Loan Rate), (B) all unreimbursed Advances (which shall include, without limitation, (1) any Advances as to which the advancing party was reimbursed from a source other than the related Mortgagor and (2) any Unliquidated Advances), with interest thereon at the Advance Rate, in respect of such Mortgage Loan (or Serviced Whole Loan) and (C) all currently due and unpaid real estate taxes and assessments, insurance premiums and ground rents, unpaid Special Servicing Fees and all other amounts, due and unpaid with respect to such Mortgage Loan (or Serviced Whole Loan) (which taxes, premiums, ground rents and other amounts have not been the subject of an Advance by the Master Servicer or the Trustee, as applicable, and/or for which funds have not been escrowed).  Promptly upon the occurrence of an Appraisal Reduction Event (or a longer period so long as the applicable Special Servicer is (as certified thereby to the Trustee in writing) diligently and in good faith proceeding to obtain such), if an Appraisal has not been obtained within the immediately preceding nine (9) months (or if such Special Servicer has determined in accordance with the Servicing Standard such Appraisal to be materially inaccurate), such Special Servicer shall obtain an Appraisal, the costs of which shall be paid by the Master Servicer as a Property Advance (or as an expense of the Trust Fund and paid by the Master Servicer out of the Collection Account if such Property Advance would be a Nonrecoverable Advance).  The Master Servicer shall provide (via electronic delivery) such Special Servicer with information in its possession that is reasonably required to calculate or
 
 
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recalculate any Appraisal Reduction Amount pursuant to the definition thereof using reasonable efforts to deliver such information within four (4) Business Days of such Special Servicer’s reasonable written request.  None of the Master Servicer, the Trustee or the Certificate Administrator shall calculate or verify Appraisal Reduction Amounts.  On the first Determination Date occurring on or after the receipt of such Appraisal, the applicable Special Servicer shall calculate or adjust, as applicable, the Appraisal Reduction Amount to take into account such Appraisal and such information, if any, reasonably requested by such Special Servicer from the Master Servicer reasonably required to calculate or recalculate the Appraisal Reduction Amount.  Notwithstanding the foregoing, if an Appraisal is required to be obtained in accordance with Section 3.10(a) of this Agreement but is not obtained within 120 days following the events described in the applicable clause of the definition “Appraisal Reduction Event” (without regard to the time periods stated therein), then, until such Appraisal is obtained and solely for purposes of determining the amounts of P&I Advances, the Appraisal Reduction Amount will equal 25% of the Stated Principal Balance of the related Mortgage Loan; provided that, upon receipt of an Appraisal by the applicable Special Servicer, however, the Appraisal Reduction Amount for such Mortgage Loan (or the related Serviced Whole Loan, if applicable) will be recalculated in accordance with this definition without regard to this sentence.  With respect to each Mortgage Loan (other than the Non-Serviced Mortgage Loans) or Serviced Whole Loan as to which an Appraisal Reduction Event has occurred (unless the Mortgage Loan (or Serviced Whole Loan) has become a Corrected Mortgage Loan (if a Servicing Transfer Event had occurred with respect to the related Mortgage Loan (or Serviced Whole Loan)) and has remained current for three consecutive Monthly Payments, and with respect to which no other Appraisal Reduction Event has occurred with respect thereto during the preceding three months), such Special Servicer shall, within 30 days of each anniversary of such Appraisal Reduction Event, order an Appraisal (which may be an update of the prior Appraisal (the cost of which will be covered by, and reimbursable as, a Property Advance by the Master Servicer or as an expense of the Trust Fund and paid by the Master Servicer out of the Collection Account if such Property Advance would be a Nonrecoverable Advance)), provided, however, no new or updated Appraisal will be required if the Mortgage Loan, Serviced Whole Loan or REO Property is under contract to be sold within 90 days of such Appraisal Reduction Event or anniversary thereof and such Special Servicer reasonably believes such sale is likely to close.  Based upon such Appraisal or letter updates thereto, such Special Servicer shall determine and report to the Master Servicer and the Certificate Administrator the Appraisal Reduction Amount, if any, with respect to such Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan and, in the case of a Whole Loan, determined in accordance with the Co-Lender Agreement, and each of the Master Servicer and the Certificate Administrator shall be entitled to rely conclusively on such determination by such Special Servicer.  Upon completion, such Special Servicer shall deliver a copy of any such Appraisal to the Master Servicer and the Certificate Administrator, which shall be in electronic format.  Each Appraisal Reduction Amount shall also be adjusted with respect to the next Distribution Date to take into account any subsequent Appraisal and annual letter updates, as of the date of each such subsequent Appraisal or letter update.
 
Upon payment in full or liquidation of any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan for which an Appraisal Reduction Amount has been determined, such Appraisal Reduction Amount will be eliminated.  In addition, with respect to any Mortgage Loan (or Serviced Whole Loan, but not including the Non-Serviced
 
 
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Mortgage Loans), as to which an Appraisal Reduction Event has occurred, such Mortgage Loan (or Serviced Whole Loan) shall no longer be subject to the Appraisal Reduction Amount if (a) such Mortgage Loan (or Serviced Whole Loan) has become a Corrected Mortgage Loan (if a Servicing Transfer Event had occurred with respect to the related Mortgage Loan (or Serviced Whole Loan)) and such Mortgage Loan (or Serviced Whole Loan) becomes and remains current for three consecutive Monthly Payments and (b) no other Appraisal Reduction Event has occurred and is continuing.
 
Notwithstanding the foregoing, with respect to each Non-Serviced Mortgage Loan, the Appraisal Reduction Amount shall be the applicable pro rata portion of the “Appraisal Reduction Amount” relating to the related Non-Serviced Whole Loan, and calculated pursuant to the applicable Other Pooling and Servicing Agreement by the applicable Other Special Servicer.  The parties hereto shall be entitled to rely on such calculations as reported to them by the applicable Other Special Servicer or Other Master Servicer.  By their acceptance of their Certificates, the Certificateholders will be deemed to have acknowledged that each applicable Other Pooling and Servicing Agreement, the Fenley Office Portfolio Co-Lender Agreement and the Bank of America Plaza Co-Lender Agreement taken together, provide that any such “Appraisal Reduction Amount” will be calculated by the applicable Other Special Servicer or Other Master Servicer under the applicable Other Pooling and Servicing Agreement.
 
Appraisal Reduction Amounts with respect to a Serviced Whole Loan shall be allocated to the related Mortgage Loan and the related Companion Loan(s) on a pro rata and pari passu basis in accordance with the respective outstanding principal balances of such related Mortgage Loan and the related Companion Loan(s);
 
Appraisal Reduction Event”:  With respect to any Mortgage Loan (or Serviced Whole Loan, but not the Non-Serviced Mortgage Loans), the earliest of (i) the date on which such Mortgage Loan (or Serviced Whole Loan) becomes a Modified Asset, (ii) the date on which such Mortgage Loan (or Serviced Whole Loan) is 60 days or more delinquent in respect of any Monthly Payment, except for a Balloon Payment, (iii) in the case of a delinquent Balloon Payment, (A) the date occurring 60 days after the date on which such Balloon Payment was due (except as described in clause B below) or (B) if the related Mortgagor has delivered to the Master Servicer or applicable Special Servicer (and in either such case the Master Servicer or such Special Servicer, as applicable, shall promptly deliver a copy thereof to the other servicer with respect to such Mortgage Loan), a refinancing commitment acceptable to such Special Servicer prior to the date 60 days after the Balloon Payment was due, the date occurring 120 days after the date on which the Balloon Payment was due (or such shorter period beyond the date on which that Balloon Payment was due during which the refinancing is scheduled to occur), (iv) the date on which the related Mortgaged Property has become an REO Property, (v) a receiver or similar official is appointed and continues for 60 days in such capacity in respect of the related Mortgaged Property, (vi) 60 days after the related Mortgagor is subject to a bankruptcy, insolvency or similar proceedings, which, in the case of an involuntary bankruptcy, insolvency or similar proceeding, is not dismissed within those 60 days, or (vii) the date on which such Mortgage Loan (or Serviced Whole Loan) remains outstanding five (5) years following any extension of its maturity date pursuant to Section 3.24 of this Agreement.  No Appraisal Reduction Event may occur at any time when the aggregate Certificate Principal Amount of all Classes of Certificates (other than the Class A-1, Class A-2, Class A-3, Class A-4,
 
 
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Class A-5 and Class A-AB Certificates) has been reduced to zero.  The applicable Special Servicer shall notify the Master Servicer and the Master Servicer shall notify such Special Servicer, as applicable, promptly upon the occurrence of any of the foregoing events.
 
Appraised Value”:  As of any date of determination, the appraised value of a Mortgaged Property based upon an appraisal or update thereof prepared by an Appraiser that is contained in the related Servicing File obtained within the time parameters required by this Agreement. With respect to each Mortgaged Property securing each Non-Serviced Mortgage Loan, the appraised value allocable thereto, as determined pursuant to the applicable Other Pooling and Servicing Agreement.
 
Appraised-Out Class”:  As defined in Section 3.10(a) of this Agreement.
 
Appraiser”:  An Independent nationally recognized professional commercial real estate appraiser who (i) is a member in good standing of the Appraisal Institute, (ii) if the state in which the related Mortgaged Property is located certifies or licenses appraisers, is certified or licensed in such state, and (iii) has a minimum of five years’ experience in the related property type and market.
 
ARD Loan”:  Any Mortgage Loan that is identified as having an Anticipated Repayment Date and Revised Rate on the Mortgage Loan Schedule.
 
Asset Status Report”:  As defined in Section 3.21(b) of this Agreement.
 
Assignment of Leases”:  With respect to any Mortgaged Property, any assignment of leases, rents and profits or similar agreement executed by the Mortgagor, assigning to the mortgagee all of the income, rents and profits derived from the ownership, operation, leasing or disposition of all or a portion of such Mortgaged Property, in the form which was duly executed, acknowledged and delivered, as amended, modified, renewed or extended through the date hereof and from time to time hereafter.
 
Assumption Fees”:  With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan, if applicable, any and all assumption fees of such Mortgage Loan (or Serviced Whole Loan, if applicable) for transactions effected under Sections 3.09(a), 3.09(b) and 3.09(c) of this Agreement (excluding assumption application fees), actually paid by the related Mortgagor and other applicable fees (not including assumption fees and/or assumption application fees) actually paid by the related Mortgagor in accordance with the related Loan Documents, with respect to any assumption or substitution agreement entered into by the Master Servicer or the applicable Special Servicer on behalf of the Trust (or, in the case of a Serviced Whole Loan, on behalf of the Trust and the related Companion Loan Holder) pursuant to Section 3.09(a) of this Agreement or paid by the related Mortgagor with respect to any transfer of an interest in such Mortgagor pursuant to Section 3.09(a) of this Agreement.
 
Authenticating Agent”:  Any authenticating agent appointed by the Certificate Administrator pursuant to Section 5.09 of this Agreement.
 
Authorized Representative”:  With respect to the Depositor, any Person authorized by the Depositor to upload information to the Depositor’s 17g-5 Website, which
 
 
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(a) as of the Closing Date (and thereafter until other Persons are identified pursuant to clause (b)) shall be the Persons identified, along with contact information and email addresses, on Exhibit Q to this Agreement, and (b) thereafter shall be such authorized representative(s) identified, along with contact information and email address(es), by the Depositor in writing, which shall be delivered from time to time when changes are made to the Master Servicer, the Special Servicers, the Trustee, the Custodian and the Certificate Administrator.
 
Available Funds”:  With respect to any Distribution Date an amount equal to the sum of (without duplication):
 
(a)           the aggregate amount relating to the Trust Fund on deposit in the Collection Account and the Lower-Tier Distribution Account, as of the close of business on the Business Day prior to the related Master Servicer Remittance Date (or, with respect to each Non-Serviced Mortgage Loan, as of the related Master Servicer Remittance Date to the extent received by the Master Servicer or Trustee pursuant to the applicable Other Pooling and Servicing Agreement and/or the applicable Co-Lender Agreement), including any amounts that may be transferred to the Collection Account on the Business Day prior to the related Master Servicer Remittance Date from any REO Account pursuant to Section 3.16(b) of this Agreement or  Serviced Whole Loan Custodial Account, exclusive of (without duplication):
 
(i)          all Monthly Payments and Balloon Payments paid by the Mortgagors that are due on a Due Date (without regard to grace periods) after the end of the related Collection Period (without regard to grace periods);
 
(ii)         all unscheduled payments of principal (including Principal Prepayments (together with any related payments of interest allocable to the period following the Due Date for the related Mortgage Loan during the related Collection Period)), Liquidation Proceeds, Insurance Proceeds or Condemnation Proceeds and other unscheduled recoveries received subsequent to the related Determination Date;
 
(iii)        all amounts payable or reimbursable to any Person from the Collection Account pursuant to clauses (ii) through (viii), inclusive, of Section 3.06(a) of this Agreement;
 
(iv)        the CCRE Strip;
 
(v)         Excess Interest;
 
(vi)        all Yield Maintenance Charges;
 
(vii)       all Penalty Charges retained in the Collection Account pursuant to Section 3.14 of this Agreement;
 
(viii)      all amounts deposited in the Collection Account or the Lower-Tier Distribution Account, as the case may be, in error; and
 
 
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(ix)         with respect to the Mortgage Loans for which Withheld Amounts are required to be deposited in the Interest Reserve Account, and any Distribution Date in (1) each February or (2) any January in a year that is not a leap year (unless, in either case, such Distribution Date is the final Distribution Date), an amount equal to one day of interest on the Stated Principal Balance of such Mortgage Loan as of the close of business on the Distribution Date in the month preceding the month in which the subject Distribution Date occurs at the related Mortgage Loan Rate, less the Administrative Cost Rate, to the extent such amounts are to be deposited in the Interest Reserve Account and held for future distribution pursuant to Section 3.23 of this Agreement;
 
(b)           the aggregate amount of any Compensating Interest Payments and P&I Advances made by the Master Servicer or the Trustee, as applicable, for such Distribution Date (net of the related Trustee/Certificate Administrator Fee with respect to the Mortgage Loans for which such P&I Advances are made); and
 
(c)           for the Distribution Date occurring in each March (or February if the final Distribution Date occurs in such month), the Withheld Amounts remitted to the Lower-Tier Distribution Account pursuant to Section 3.23 of this Agreement.
 
Notwithstanding the investment of funds held in the Collection Account or the Lower-Tier Distribution Account pursuant to Section 3.07 of this Agreement, for purposes of calculating the Available Funds, the amounts so invested shall be deemed to remain on deposit in such account.
 
Balloon Mortgage Loan”:  Any Mortgage Loan or Companion Loan that by its original terms or by virtue of any modification provides for an amortization schedule extending beyond its Maturity Date, unless such extension results solely from the accrual of interest on the basis of the actual number of days elapsed in a year of 360 days, notwithstanding calculation of Monthly Payments based on a 360-day year consisting of twelve 30-day months.
 
Balloon Payment”:  With respect to any Balloon Mortgage Loan as of any date of determination, the amount outstanding on the Maturity Date of such Mortgage Loan in excess of the related Monthly Payment.
 
Bank of America Plaza Co-Lender Agreement”:  With respect to the Bank of America Plaza Whole Loan, the related co-lender agreement, dated as of August 7, 2014, by and between the holder of the Bank of America Plaza Mortgage Loan and the Bank of America Plaza Companion Loan Holders, relating to the relative rights of the holder of the Bank of America Plaza Mortgage Loan and the Bank of America Plaza Companion Loan Holders, as the same may be amended from time to time in accordance with the terms thereof.
 
Bank of America Plaza Companion Loan”:  With respect to the Bank of America Plaza Whole Loan, the related promissory notes made by the related Mortgagor and secured by the Bank of America Plaza Mortgage and designated as promissory notes A-1, A-2 and A-3, which are not included in the Trust and are pari passu in right of payment with the Bank of America Plaza Mortgage Loan to the extent set forth in the related Loan Documents and as provided in the Bank of America Plaza Co-Lender Agreement.
 
 
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Bank of America Plaza Companion Loan Holder”:  The holder of any Bank of America Plaza Companion Loan.
 
Bank of America Plaza Mortgage”:  The Mortgage securing the Bank of America Plaza Mortgage Loan and the Bank of America Plaza Companion Loans.
 
Bank of America Plaza Mortgage Loan”:  With respect to the Bank of America Plaza Whole Loan, the Mortgage Loan included in the Trust and identified on the Mortgage Loan Schedule as Bank of America Plaza, which is designated as promissory note A-4 and is pari passu in right of payment with the Bank of America Plaza Companion Loans to the extent set forth in the related Loan Documents and as provided in the Bank of America Plaza Co-Lender Agreement.
 
Bank of America Plaza Pooling and Servicing Agreement”:  The Other Pooling and Servicing Agreements, dated as of September 1, 2014, among Wells Fargo Commercial Securities, Inc., as depositor, Wells Fargo Bank, National Association, as master servicer, CWCapital Asset Management LLC, as special servicer, Wells Fargo Bank, National Association, as trustee and certificate administrator, and Pentalpha Surveillance LLC, as operating advisor, governing the creation of the Bank of America Plaza Securitization Trust and the issuance of securities backed by the assets of such Bank of America Plaza Securitization Trust.
 
Bank of America Plaza Securitization Trust”:  The WFRBS Commercial Mortgage Trust 2014-C22, which holds the Bank of America Plaza Companion Loan designated as promissory note A-1.
 
Bank of America Plaza Whole Loan”:  The Bank of America Plaza Mortgage Loan, together with the Bank of America Plaza Companion Loans, each of which is secured by the Bank of America Plaza Mortgage.  References herein to the Bank of America Plaza Whole Loan shall be construed to refer to the aggregate indebtedness secured under the Bank of America Plaza Mortgage.
 
Base Interest Fraction”:  With respect to any Principal Prepayment on any Mortgage Loan and with respect to any Class of Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB and Class D Certificates or any Class PEZ Regular Interest, a fraction (a) whose numerator is the amount, if any, by which (i) the Pass-Through Rate on such Class of Certificates or Class PEZ Regular Interest exceeds (ii) the discount rate used in accordance with the related Loan Documents in calculating the Yield Maintenance Charge with respect to such Principal Prepayment (or, if the Yield Maintenance Charge is a fixed percentage of the principal balance of the related Mortgage Loan, the yield rate applicable to any related yield maintenance charge or that is otherwise described in the related Loan Documents) and (b) whose denominator is the amount, if any, by which (i) the Mortgage Loan Rate on such Mortgage Loan exceeds (ii) the discount rate used in accordance with the related Loan Documents in calculating the Yield Maintenance Charge with respect to such Principal Prepayment (or, if the Yield Maintenance Charge is a fixed percentage of the principal balance of the related Mortgage Loan, the yield rate applicable to any related yield maintenance charge or that is otherwise described in the related Loan Documents); provided, however, that under no circumstances shall the Base
 
 
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Interest Fraction be greater than one.  However, if such discount rate is greater than or equal to the lesser of (x) the Mortgage Loan Rate on the related Mortgage Loan and (y) the Pass-Through Rate described in the preceding sentence, then the Base Interest Fraction shall equal zero; provided, that, if such discount rate is greater than or equal to the Mortgage Loan Rate on such Mortgage Loan, but less than the Pass-Through Rate described in the preceding sentence, then the Base Interest Fraction shall equal one.
 
Beneficial Owner”:  With respect to a Global Certificate, the Person who is the beneficial owner of such Certificate as reflected on the books of the Depository or on the books of a Person maintaining an account with such Depository (directly as a Depository Participant or indirectly through a Depository Participant, in accordance with the rules of such Depository).  Each of the Trustee, the Certificate Administrator, any Special Servicer and the Master Servicer shall have the right to require, as a condition to acknowledging the status of any Person as a Beneficial Owner under this Agreement, that such Person provide evidence (which may be in the form of an Investor Certification) at its expense of its status as a Beneficial Owner hereunder.
 
 “Borrower Delayed Reimbursements”:  Any Additional Trust Fund Expenses and reimbursements of Advances that the related Mortgagor is required, pursuant to a written modification agreement, to pay in the future to the Trust in its capacity as owner of the related Mortgage Loan.
 
Borrower-Related Party”: As defined in Section 3.32 of this Agreement.
 
Borrower-Related Litigation”: As defined in Section 3.32 of this Agreement.
 
Breach”:  As defined in Section 2.03(a) of this Agreement.
 
Business Day”:  Any day other than a Saturday, a Sunday or any day on which the New York Stock Exchange, the Federal Reserve Bank of New York or banking institutions in the states of New York, North Carolina, Delaware, Florida and California, the cities in which the principal offices of the Operating Advisor, the Master Servicer or any Special Servicer are located, or the city in which the Corporate Trust Office of the Certificate Administrator or the Trustee is located are authorized or obligated by law, executive order or governmental decree to be closed.
 
Calculation Rate”:  A discount rate appropriate for the type of cash flows being discounted, namely (i) for principal and interest payments on a Mortgage Loan or proceeds from the sale of a Defaulted Mortgage Loan, the highest of (1) the rate determined by the Master Servicer or applicable Special Servicer, as applicable, that approximates the market rate that would be obtainable by the Mortgagors on similar debt of the Mortgagors as of such date of determination, (2) the Mortgage Loan Rate and (3) the yield on 10-year U.S. treasuries and (ii) for all other cash flows, including property cash flow, the “discount rate” set forth in the most recent Appraisal (or update of such Appraisal).
 
CCRE”:  Cantor Commercial Real Estate Lending, L.P., a Delaware limited partnership, and its successors in interest.
 
 
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CCRE Excess Prepayment Interest Shortfall”: With respect to any Distribution Date, for any Mortgage Loan that is part of the CCRE Strip Pool, the amount of interest equal to the sum of (a) the Excess Prepayment Interest Shortfall for such Distribution Date with respect to such Mortgage Loan and (b) the CCRE Strip for such Distribution Date for such Mortgage Loan.  CCRE Excess Prepayment Interest Shortfalls with respect to a Mortgage Loan that is part of the CCRE Strip Pool shall be allocated to reduce (a) the CCRE Strip for such Distribution Date for such Mortgage Loan, and (b)  Available Funds for such Distribution Date, pro rata, based on (1) with respect to clause (a), the amount accrued in respect of the CCRE Strip for such Distribution Date for such Mortgage Loan and (2) in the case of clause (b), the amount of interest that would have accrued on such Mortgage Loan at the related Net Mortgage Loan Rate for the related Due Date if such Mortgage Loan had not been prepaid.
 
CCRE Loan Purchase Agreement”:  The Mortgage Loan Purchase Agreement, dated as of December 1, 2014, by and between CCRE and the Depositor.
 
CCRE Strip”:  With respect to any Due Date is an amount equal to a portion of the interest accrued on the Stated Principal Balance of each Mortgage Loan that is part of the CCRE Strip Pool during the related Interest Accrual Period at the CCRE Strip Rate during the related interest accrual period. With respect to each Collection Period, amounts collected in respect of the CCRE Strip Pool will be allocated to the CCRE Strip prior to being allocated to Available Funds.  For federal income tax purposes, the CCRE Strip will be treated as a beneficial interest in the related Mortgage Loans retained by Cantor Commercial Real Estate Lending, L.P., its successors and assigns.
 
CCRE Strip Rate” With respect to each Interest Accrual Period, a fixed rate equal to 0.02% per annum.
 
CCRE Strip Pool”:  All of the CCRE Mortgage Loans other than the Mortgage Loans secured by the Mortgaged Properties identified on the Mortgage Loan Schedule as Lindero Canyon Creative Campus, Stone Creek Plaza and Del Rey Creative Office.
 
Certificate”:  Any Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class X-A, Class X-B, Class X-C, Class X-D, Class A-S, Class B, Class PEZ, Class C, Class D, Class E, Class F, Class G, Class H, Class R and Class S Certificate issued, authenticated and delivered hereunder.
 
Certificate Administrator”:  U.S. Bank National Association, a national banking association, or its successor in interest, or any successor Certificate Administrator appointed as herein provided.
 
Certificate Administrator Accounts”:  As defined in Section 3.07(a) of this Agreement.
 
Certificate Administrator Personnel”:  The divisions and individuals of the Certificate Administrator who are involved in the performance of the duties of the Certificate Administrator under this Agreement.
 
 
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Certificate Administrator’s Website”:  The internet website of the Certificate Administrator, initially located at www.usbank.com/abs.
 
Certificate Factor”:  With respect to any Class of Regular Certificates and any Class PEZ Regular Interest, as of any date of determination, a fraction, expressed as a decimal carried to eight places, the numerator of which is the then related Certificate Principal Amount or the Notional Amount, as the case may be, and the denominator of which is the related initial Certificate Principal Amount or the initial Notional Amount, as the case may be.
 
Certificate Principal Amount”:  With respect to any Class of Sequential Pay Certificates or Class PEZ Regular Interest (a) on or prior to the first Distribution Date, an amount equal to the aggregate initial Certificate Principal Amount of such Class of Sequential Pay Certificates or Class PEZ Regular Interest, as specified in the Preliminary Statement hereto, and (b) as of any date of determination after the first Distribution Date, an amount (adjusted in the case of any Class of Class A-S, Class B and Class C Certificates to take into account any Certificate exchanges pursuant to Section 5.12 of this Agreement from and including the Closing Date up to and including such date of determination) equal to the Certificate Principal Amount of such Class of Sequential Pay Certificates or Class PEZ Regular Interest on the Distribution Date immediately prior to such date of determination, after actual distributions of principal thereon and allocation of Realized Losses thereto on such prior Distribution Date, and increased on any Distribution Date (as and to the extent provided in the penultimate sentence of the first paragraph of Section 4.01(f) of this Agreement) in connection with recoveries of Nonrecoverable Advances previously reimbursed out of collections of principal on the Mortgage Loans. The aggregate Certificate Principal Amount of the Class A-S Certificates and the Class PEZ Component A-S shall at all times equal the Certificate Principal Amount of the Class A-S Regular Interest.  The aggregate Certificate Principal Amount of the Class B Certificates and the Class PEZ Component B shall at all times equal the Certificate Principal Amount of the Class B Regular Interest.  The aggregate Certificate Principal Amount of the Class C Certificates and the Class PEZ Component C shall at all times equal the Certificate Principal Amount of the Class C Regular Interest.  The Certificate Principal Amount of the Class PEZ Certificates shall at all times equal the aggregate Certificate Principal Amount of the Class PEZ Components.
 
Certificate Register” and “Certificate Registrar”:  The register maintained and the registrar appointed pursuant to Section 5.03(a) of this Agreement.
 
Certificateholder”:  With respect to any Certificate, the Person whose name is registered in the Certificate Register; provided, however, that, except to the extent provided in the next proviso, solely for the purpose of giving any consent or taking any action pursuant to this Agreement, any Certificate beneficially owned by the Depositor, the Master Servicer, any Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, a manager of a Mortgaged Property, a Mortgagor or any Person known to a Responsible Officer of the Certificate Registrar to be an Affiliate of the Depositor, the Master Servicer, any Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, a manager of a Mortgaged Property or a Mortgagor shall be deemed not to be outstanding and the Voting Rights to which it is entitled shall not be taken into account in determining whether the requisite percentage of Voting Rights necessary to effect any such consent or take any such action has been obtained; provided, however, that for purposes of obtaining the consent of
 
 
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Certificateholders to an amendment of this Agreement, any Certificates beneficially owned by the Depositor, the Master Servicer, any Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor or an Affiliate of the Depositor, the Master Servicer, any Special Servicer, the Trustee, the Certificate Administrator or the Operating Advisor shall be deemed to be outstanding, provided that if such amendment relates to the termination, increase in compensation or material reduction of obligations of the Depositor, the Master Servicer, any Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor or any of their Affiliates, such Certificate shall be deemed not to be outstanding; provided, however, if the Master Servicer, any Special Servicer or an Affiliate of the Master Servicer or any Special Servicer is a member of the Controlling Class, it shall be permitted to act in such capacity and exercise all rights under this Agreement bestowed upon the Controlling Class; provided further, if an Affiliate of the Depositor, the Master Servicer, any Special Servicer, the Trustee, the Certificate Administrator or the Operating Advisor has provided an Investor Certification in which it has certified as to the existence of an Affiliate Ethical Wall between it and the Depositor, the Master Servicer, such Special Servicer, the Trustee, the Certificate Administrator or the Operating Advisor, as applicable, then any Certificates beneficially owned by such Affiliate shall be deemed to be outstanding.
 
Certification Parties”:  As defined in Section 10.05 of this Agreement.
 
Certifying Certificateholder”:  A Certificateholder or Beneficial Owner of a Certificate that has provided the Trustee or the Certificate Administrator, as applicable, with an executed Investor Certification.
 
Certifying Person”:  As defined in Section 10.05 of this Agreement.
 
Certifying Servicer”:  As defined in Section 10.07 of this Agreement.
 
CGMRC”:  Citigroup Global Markets Realty Corp., a New York corporation, and its successors in interest.
 
CGMRC Loan Purchase Agreement”:  The Mortgage Loan Purchase Agreement, dated as of December 1, 2014, by and between CGMRC and the Depositor.
 
Class”:  With respect to the Certificates, all of the Certificates bearing the same alphabetical or alphanumeric class designation, and with respect to the Lower-Tier Regular Interests, each interest set forth in the Preliminary Statement hereto.
 
Class A-1 Certificate”:  Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating Agent in substantially the form set forth in Exhibit A-1 hereto.
 
Class A-1 Component”:  The Component having such designation.
 
Class A-1 Pass-Through Rate”:  For any Distribution Date, a per annum rate equal to 1.434%.
 
 
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Class A-2 Certificate”:  Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating Agent in substantially the form set forth in Exhibit A-2 hereto.
 
Class A-2 Component”:  The Component having such designation.
 
Class A-2 Pass-Through Rate”:  For any Distribution Date, a per annum rate equal to 2.902%.
 
Class A-3 Certificate”:  Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating Agent in substantially the form set forth in Exhibit A-3 hereto.
 
Class A-3 Component”:  The Component having such designation.
 
Class A-3 Pass-Through Rate”:  For any Distribution Date, a per annum rate equal to 3.467%.
 
Class A-4 Certificate”:  Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating Agent in substantially the form set forth in Exhibit A-4 hereto.
 
Class A-4 Component”:  The Component having such designation.
 
Class A-4 Pass-Through Rate”:  For any Distribution Date, a per annum rate equal to 3.364%.
 
Class A-5 Certificate”:  Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating Agent in substantially the form set forth in Exhibit A-5 hereto.
 
Class A-5 Component”:  The Component having such designation.
 
Class A-5 Pass-Through Rate”:  For any Distribution Date, a per annum rate equal to 3.629%.
 
Class A-AB Certificate”:  Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating Agent in substantially the form set forth in Exhibit A-6 hereto.
 
Class A-AB Component”:  The Component having such designation.
 
Class A-AB Pass-Through Rate”:  For any Distribution Date, a per annum rate equal to 3.365%.
 
Class A-AB Scheduled Principal Balance”:  For any Distribution Date, the scheduled principal balance for such Distribution Date set forth on Exhibit BB to this Agreement.
 
 
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Class A-S Certificate”:  Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating Agent in substantially the form set forth in Exhibit A-11 hereto.  The Class A-S Certificates represent undivided beneficial interests in the Class A-S Specific Grantor Trust Assets.
 
Class A-S Component”:  The Component having such designation.
 
Class A-S Interest Distribution Amount”:  With respect to any Distribution Date, an amount equal to the product of (i) the Class A-S Percentage Interest and (ii) the amount of interest distributable pursuant to Section 4.01(b) of this Agreement in respect of the Class A-S Regular Interest on such Distribution Date.
 
Class A-S Pass-Through Rate”:  For any Distribution Date, a per annum rate equal to 3.964%.
 
Class A-S Percentage Interest”:  As of any date of determination, with respect to the Class A-S Regular Interest and the Class A-S Certificates, a percentage interest equal to a fraction, the numerator of which is the Certificate Principal Amount of the Class A-S Certificates, and the denominator of which is the Certificate Principal Amount of the Class A-S Regular Interest.
 
Class A-S Principal Distribution Amount”:  With respect to any Distribution Date, an amount equal to the product of (i) the Class A-S Percentage Interest and (ii) the Class A-S Regular Interest Principal Distribution Amount for such Distribution Date.
 
Class A-S Regular Interest”:  The uncertificated interest corresponding to the Class A-S Certificates and the Class PEZ Certificates (to the extent of the Class A-S-PEZ Percentage Interest of the Class A-S Regular Interest), constituting a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions and having the characteristics attributable thereto in this Agreement.
 
Class A-S Regular Interest Available Funds”:  With respect to any Distribution Date, an amount equal to the total amount of all principal and/or interest distributions, as well as any other distributions (including Yield Maintenance Charges), properly made on or in respect of the Class A-S Regular Interest with respect to such Distribution Date.
 
Class A-S Regular Interest Pass-Through Rate”:  The Class A-S Pass Through Rate.
 
Class A-S Regular Interest Principal Distribution Amount”:  With respect to any Distribution Date, an amount equal to the amount of principal distributed pursuant to Section 4.01(b) of this Agreement in respect of the Class A-S Regular Interest on such Distribution Date.
 
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) amounts held from time to time in the Exchangeable Distribution Account that represent distributions on the Class A-S Percentage Interest in the Class A-S Regular Interest.
 
 
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Class A-S-PEZ Percentage Interest”:  As of any date of determination, with respect to the Class A-S Regular Interest and the Class PEZ Certificates, a percentage interest equal to 100.0% minus the Class A-S Percentage Interest.
 
Class B Certificate”:  Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating Agent in substantially the form set forth in Exhibit A-12 hereto.  The Class B Certificates represent undivided beneficial interests in the Class B Specific Grantor Trust Assets.
 
Class B Component”:  The Component having such designation.
 
Class B Interest Distribution Amount”:  With respect to any Distribution Date, an amount equal to the product of (i) the Class B Percentage Interest and (ii) the amount of interest distributable pursuant to Section 4.01(b) of this Agreement in respect of the Class B Regular Interest on such Distribution Date.
 
Class B Pass-Through Rate”:  For any Distribution Date, a per annum rate equal to the lesser of 4.215% and the WAC Rate.
 
Class B Percentage Interest”:  As of any date of determination, with respect to the Class B Regular Interest and the Class B Certificates, a percentage interest equal to a fraction, the numerator of which is the Certificate Principal Amount of the Class B Certificates, and the denominator of which is the Certificate Principal Amount of the Class B Regular Interest.
 
Class B Principal Distribution Amount”:  With respect to any Distribution Date, an amount equal to the product of (i) the Class B Percentage Interest and (ii) the Class B Regular Interest Principal Distribution Amount for such Distribution Date.
 
Class B Regular Interest”:  The uncertificated interest corresponding to the Class B Certificates and the Class PEZ Certificates (to the extent of the Class B-PEZ Percentage Interest of the Class B Regular Interest), constituting a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions and having the characteristics attributable thereto in this Agreement.
 
Class B Regular Interest Available Funds”:  With respect to any Distribution Date, an amount equal to the total amount of all principal and/or interest distributions, as well as any other distributions (including Yield Maintenance Charges), properly made on or in respect of the Class B Regular Interest with respect to such Distribution Date.
 
Class B Regular Interest Pass-Through Rate”:  The Class B Pass-Through Rate.
 
Class B Regular Interest Principal Distribution Amount”:  With respect to any Distribution Date, an amount equal to the amount of principal distributed pursuant to Section 4.01(b) of this Agreement in respect of the Class B Regular Interest on such Distribution Date.
 
 
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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) amounts held from time to time in the Exchangeable Distribution Account that represent distributions on the Class B Percentage Interest in the Class B Regular Interest.
 
Class B-PEZ Percentage Interest”:  As of any date of determination, with respect to the Class B Regular Interest and the Class PEZ Certificates, a percentage interest equal to 100.0% minus the Class B Percentage Interest.
 
Class C Certificate”:  Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating Agent in substantially the form set forth in Exhibit A-14 hereto.  The Class C Certificates represent undivided beneficial interests in the Class C Specific Grantor Trust Assets.
 
Class C Interest Distribution Amount”:  With respect to any Distribution Date, an amount equal to the product of (i) the Class C Percentage Interest and (ii) the amount of interest distributable pursuant to Section 4.01(b) of this Agreement in respect of the Class C Regular Interest on such Distribution Date.
 
Class C Pass-Through Rate”:  For any Distribution Date, a per annum rate equal to the WAC Rate.
 
Class C Percentage Interest”:  As of any date of determination, with respect to the Class C Regular Interest and the Class C Certificates, a percentage interest equal to a fraction, the numerator of which is the Certificate Principal Amount of the Class C Certificates, and the denominator of which is the Certificate Principal Amount of the Class C Regular Interest.
 
Class C Principal Distribution Amount”:  With respect to any Distribution Date, an amount equal to the product of (i) the Class C Percentage Interest and (ii) the Class C Regular Interest Principal Distribution Amount for such Distribution Date.
 
Class C Regular Interest”:  The uncertificated interest corresponding to the Class C Certificates and the Class PEZ Certificates (to the extent of the Class C-PEZ Percentage Interest of the Class C Regular Interest), constituting a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions and having the characteristics attributable thereto in this Agreement.
 
Class C Regular Interest Available Funds”:  With respect to any Distribution Date, an amount equal to the total amount of all principal and/or interest distributions, as well as any other distributions (including Yield Maintenance Charges), properly made on or in respect of the Class C Regular Interest with respect to such Distribution Date.
 
Class C Regular Interest Pass-Through Rate”:  The Class C Pass-Through Rate.
 
Class C Regular Interest Principal Distribution Amount”:  With respect to any Distribution Date, an amount equal to the amount of principal distributed pursuant to
 
 
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Section 4.01(b) of this Agreement in respect of the Class C Regular Interest on such Distribution Date.
 
Class C Specific Grantor Trust Assets”:  The portion of the Trust Fund consisting of (i) the Class C Percentage Interest of the Class C Regular Interest and (ii) amounts held from time to time in the Exchangeable Distribution Account that represent distributions on the Class C Percentage Interest in the Class C Regular Interest.
 
Class C-PEZ Percentage Interest”:  As of any date of determination, with respect to the Class C Regular Interest and the Class PEZ Certificates, a percentage interest equal to 100.0% minus the Class C Percentage Interest.
 
Class D Certificate”:  Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating Agent in substantially the form set forth in Exhibit A-15 hereto.
 
Class D Pass-Through Rate”:  For any Distribution Date, a per annum rate equal to the WAC Rate.
 
Class E Certificate”:  Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating Agent in substantially the form set forth in Exhibit A-16 hereto.
 
Class E Component”:  The Component having such designation.
 
Class E Pass-Through Rate”:  For any Distribution Date, a per annum rate equal to 3.306%.
 
Class E Transfer”:  As defined in Section 6.09(h) of this Agreement.
 
Class F Certificate”:  Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating Agent in substantially the form set forth in Exhibit A-17 hereto.
 
Class F Component”:  The Component having such designation.
 
Class F Pass-Through Rate”:  For any Distribution Date, a per annum rate equal to 3.306%.
 
Class G Certificate”:  Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating Agent in substantially the form set forth in Exhibit A-18 hereto.
 
Class G Component”:  The Component having such designation.
 
Class G Pass-Through Rate”:  For any Distribution Date, a per annum rate equal to 3.306%.
 
 
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Class H Certificate”:  Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating Agent in substantially the form set forth in Exhibit A-19 hereto.
 
Class H Component”:  The Component having such designation.
 
Class H Pass-Through Rate”:  For any Distribution Date, a per annum rate equal to 3.306%.
 
Class PEZ Certificate”:  Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating Agent in substantially the form set forth in Exhibit A-13 hereto.  The Class PEZ Certificates represent undivided beneficial interests in the Class PEZ Specific Grantor Trust Assets.
 
Class PEZ Component”:  Any of the Class PEZ Component A-S, Class PEZ Component B or Class PEZ Component C.
 
Class PEZ Component A-S”:  The portion of the Class A-S Regular Interest equal to the Class A-S-PEZ Percentage Interest of the Class A-S Regular Interest.
 
Class PEZ Component A-S Principal Amount”:  The product of the Class A-S-PEZ Percentage Interest and the Certificate Principal Amount of the Class A-S Regular Interest.
 
Class PEZ Component B”:  The portion of the Class B Regular Interest equal to the Class B-PEZ Percentage Interest of the Class B Regular Interest.
 
Class PEZ Component B Principal Amount”:  The product of the Class B-PEZ Percentage Interest and the Certificate Principal Amount of the Class B Regular Interest.
 
Class PEZ Component C”:  The portion of the Class C Regular Interest equal to the Class C-PEZ Percentage Interest of the Class C Regular Interest.
 
Class PEZ Component C Principal Amount”:  The product of the Class C-PEZ Percentage Interest and the Certificate Principal Amount of the Class C Regular Interest.
 
Class PEZ Interest Distribution Amount”:  With respect to any Distribution Date, an amount equal to the sum of (i) the product of (a) the Class A-S-PEZ Percentage Interest and (b) the amount of interest distributable pursuant to Section 4.01(b) of this Agreement in respect of the Class A-S Regular Interest on such Distribution Date, (ii) the product of (a) the Class B-PEZ Percentage Interest and (b) the amount of interest distributable pursuant to Section 4.01(b) of this Agreement in respect of the Class B Regular Interest on such Distribution Date and (iii) the product of (a) the Class C-PEZ Percentage Interest and (b) the amount of interest distributable pursuant to Section 4.01(b) of this Agreement in respect of the Class C Regular Interest on such Distribution Date.
 
Class PEZ Percentage Interest”:  Any of the Class A-S-PEZ Percentage Interest, the Class B-PEZ Percentage Interest or the Class C-PEZ Percentage Interest.
 
 
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Class PEZ Principal Distribution Amount”:  With respect to any Distribution Date, an amount equal to the sum of (i) the product of (a) the Class A-S-PEZ Percentage Interest and (b) the Class A-S Regular Interest Principal Distribution Amount for such Distribution Date, (ii) the product of (a) the Class B-PEZ Percentage Interest and (b) the Class B Regular Interest Principal Distribution Amount for such Distribution Date and (iii) the product of (a) the Class C-PEZ Percentage Interest and (b) the Class C Regular Interest Principal Distribution Amount for such Distribution Date.
 
Class PEZ Regular Interests”: The Class A-S, Class B and Class C Regular Interests.
 
Class PEZ Specific Grantor Trust Assets”:  The portion of the Trust Fund consisting of (i) the Class PEZ Components and (ii) amounts held from time to time in the Exchangeable Distribution Account that represent distributions on the Class PEZ Components.
 
Class R Certificate”:  Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating Agent in substantially the form set forth in Exhibit A-20 hereto.  The Class R Certificates have no Pass-Through Rate, Certificate Principal Amount or Notional Amount.
 
Class S Certificate”:  Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating Agent in substantially the form set forth in Exhibit A-21 hereto and evidencing an undivided beneficial interest in the related portion of the Grantor Trust.  The Class S Certificates have no Pass-Through Rate, Certificate Principal Amount or Notional Amount.
 
Class S Specific Grantor Trust Assets”:  The portion of the Trust Fund consisting of (i) any Excess Interest and (ii) amounts held from time to time in the Excess Interest Distribution Account.
 
Class X Certificates”:  The Class X-A, Class X-B, Class X-C and/or Class X-D Certificates, as the context requires.
 
Class X Strip Rate”:  With respect to each Component for any Distribution Date, a rate per annum equal to the excess, if any of (i) the WAC Rate for such Distribution Date, over (ii) the Pass-Through Rate for the Class of Corresponding Certificates.
 
Class X-A Certificate”:  Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating Agent in substantially the form set forth in Exhibit A-7 hereto.
 
Class X-A Components”:  The Class A-1 Component, Class A-2 Component, Class A-3 Component, Class A-4 Component, Class A-5 Component, Class A-AB Component and Class A-S Component.
 
Class X-A Notional Amount”:  With respect to the Class X-A Certificates as of any date of determination, the sum of the Component Notional Amounts of the Class X-A Components.
 
 
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Class X-A Pass-Through Rate”:  For any Distribution Date, the weighted average of Class X Strip Rates for the Class X-A Components for such Distribution Date (weighted on the basis of the respective Component Notional Amounts of such Components outstanding immediately prior to such Distribution Date).
 
Class X-B Certificate”:  Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating Agent in substantially the form set forth in Exhibit A-8 hereto.
 
Class X-B Component”:  The Class B Component.
 
Class X-B Notional Amount”:  With respect to the Class X-B Certificates as of any date of determination, the Component Notional Amount of the Class X-B Component.
 
Class X-B Pass-Through Rate”:  For any Distribution Date, the Class X Strip Rate for the Class X-B Component for such Distribution Date.
 
Class X-C Certificate”:  Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating Agent in substantially the form set forth in Exhibit A-9 hereto.
 
Class X-C Component”:  The Class E Component.
 
Class X-C Notional Amount”:  With respect to the Class X-C Certificates as of any date of determination, the Component Notional Amount of the Class X-C Component.
 
Class X-C Pass-Through Rate”:  For any Distribution Date, the Class X Strip Rate for the Class X-C Component for such Distribution Date.
 
Class X-D Certificate”:  Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating Agent in substantially the form set forth in Exhibit A-10 hereto.
 
Class X-D Components”:  The Class F Component, the Class G Component and the Class H Component.
 
Class X-D Notional Amount”:  With respect to the Class X-D Certificates as of any date of determination, the sum of the Component Notional Amounts of the Class X-D Components.
 
Class X-D Pass-Through Rate”:  For any Distribution Date, the weighted average of Class X Strip Rates for the Class X-D Components for such Distribution Date (weighted on the basis of the respective Component Notional Amounts of such Components outstanding immediately prior to such Distribution Date).
 
Clearing Agency”:  An organization registered as a “clearing agency” pursuant to Section 17A of the Exchange Act.  The initial Clearing Agency shall be The Depository Trust Company.
 
 
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Clearstream”:  Clearstream Banking, société anonyme, and its successors in interest.
 
Closing Date”:  December 8, 2014.
 
Co-Lender Agreement”:  Any of the Twin Cities Premium Outlets Co-Lender Agreement, the Fenley Office Portfolio Co-Lender Agreement and/or the Bank of America Plaza Co-Lender Agreement.
 
Code”:  The Internal Revenue Code of 1986, as amended from time to time, any successor statute thereto, and any temporary or final regulations of the United States Department of the Treasury promulgated pursuant thereto.
 
Collection Account”:  The account or accounts created and maintained by the Master Servicer pursuant to Section 3.05(a) of this Agreement, which (subject to any changes in the identities of the Master Servicer or the Trustee) shall be entitled “Wells Fargo Bank, National Association, as Master Servicer on behalf of U.S. Bank National Association, as Trustee, for the benefit of the registered holders of GS Mortgage Securities Corporation II, Commercial Mortgage Pass-Through Certificates, Series 2014-GC26” and which must be an Eligible Account.
 
Collection Period”:  With respect to a Distribution Date and each Mortgage Loan, the period beginning on the day after the Due Date (without regard to grace periods) in the month preceding the month in which such Distribution Date occurs (or, in the case of the Distribution Date occurring in January 2015, beginning on the day after the Cut-Off Date) and ending on and including the Due Date (without regard to grace periods) in the month in which such Distribution Date occurs.
 
Commission”:  The Securities and Exchange Commission.
 
Companion Loan”:  Any of the Twin Cities Premium Outlets Companion Loan, the Fenley Office Portfolio Companion Loan and/or the Bank of America Plaza Companion Loans, as applicable.
 
Companion Loan Holder”:  The holder of a Companion Loan.
 
Companion Loan Holder Representative”: With respect to each Serviced Companion Loan, the related Non-Controlling Note Holder Representative (as defined in the related Co-Lender Agreement).
 
Companion Loan Rating Agency”:  With respect to any Companion Loan, any rating agency that was engaged by a participant in the securitization of such Companion Loan to assign a rating to the related Serviced Companion Loan Securities.
 
Companion Loan Rating Agency Confirmation”:  With respect to any matter involving the servicing and administration of a Serviced Companion Loan or any related REO Property as to which any Serviced Companion Loan Securities exist (including, but not limited to, the replacement of a Master Servicer or the General Special Servicer), confirmation in writing
 
 
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(which may be in electronic form) by each applicable Companion Loan Rating Agency that a proposed action, failure to act or other event so specified will not, in and of itself, result in the downgrade, withdrawal or qualification of the then-current rating assigned to any class of such Serviced Companion Loan Securities (if then rated by the Companion Loan Rating Agency); provided that upon receipt of a written waiver or other acknowledgment from the Companion Loan Rating Agency indicating its decision not to review or declining to review the matter for which the Companion Loan Rating Agency Confirmation is sought (such written notice, a “Companion Loan Rating Agency Declination”), or as otherwise provided in Section 3.30 of this Agreement, the requirement for the Companion Loan Rating Agency Confirmation from the applicable Companion Loan Rating Agency with respect to such matter shall not apply.
 
Companion Loan Rating Agency Declination”:  As defined in the definition of “Companion Loan Rating Agency Confirmation” in this Agreement.
 
Companion Loan Securities”:  Any commercial mortgage-backed securities that evidence an interest in or are secured by the assets of an Other Securitization Trust, which assets include a Companion Loan (or a portion thereof or interest therein).
 
Compensating Interest Payments”:  Any payment required to be made by the Master Servicer pursuant to Section 3.13 of this Agreement to cover Prepayment Interest Shortfalls.
 
Component”:  With respect to (a) the Class X-A Certificates, the Class A-1 Component, Class A-2 Component, Class A-3 Component, Class A-4 Component, Class A-5 Component, Class A-AB Component and Class A-S Component, (b) the Class X-B Certificates, the Class B Component, (c) the Class X-C Certificates, the Class E Component and (d) the Class X-D Certificates, the Class F Component, Class G Component and Class H Component.
 
Component Notional Amount”:  With respect to each Component and any date of determination, an amount equal to the Lower-Tier Principal Balance of the Corresponding Lower-Tier Regular Interest for that Component.
 
Condemnation Proceeds”:  All proceeds received in connection with the taking of all or a part of a Mortgaged Property or REO Property (including with respect to the Non-Serviced Mortgage Loans) by exercise of the power of eminent domain or condemnation, subject, however, to the rights of any tenants and ground lessors, as the case may be, and the terms of the related Mortgage.  In the case of each Non-Serviced Mortgage Loan, “Condemnation Proceeds” means any portion of such proceeds received by the Trust Fund in connection with the related Non-Serviced Mortgage Loan, pursuant to the allocations provided for in the related Co-Lender Agreement.
 
Confidential Information”:  With respect to each of the Depositor, the Master Servicer, the Special Servicers, the Operating Advisor the Certificate Administrator, and the Trustee, all material non-public information obtained in the course of and as a result of such Person’s performance of its duties under this Pooling and Servicing Agreement with respect to any Mortgage Loan (or Serviced Whole Loan), any Mortgagor and any Mortgaged Property, unless such information (i) was already in the possession of such Person prior to being disclosed
 
 
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to such Person, (ii) is or becomes available to such Person from a source other than its activities as the Depositor, the Master Servicer, the  applicable Special Servicer, the Operating Advisor, the Certificate Administrator or the Trustee, as applicable, or (iii) is or becomes generally available to the public other than as a result of a disclosure by the Master Servicer Servicing Personnel, applicable Special Servicer Servicing Personnel, the Operating Advisor Surveillance Personnel, the Certificate Administrator Personnel or the Trustee Personnel.
 
Consent Fees”:  With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan, if applicable, any and all fees actually paid by a Mortgagor with respect to any consent or approval required pursuant to the terms of the related Loan Documents that does not involve a modification evidenced by a signed writing, assumption, extension, waiver or amendment of the terms of the related Loan Documents.
 
Consultation Termination Event”:  The event that occurs when (i) no Class of Control Eligible Certificates has an aggregate Certificate Principal Amount at least equal to 25% of the initial Certificate Principal Amount of such Class or (ii) deemed to occur pursuant to Section 6.09(d) or Section 6.09(h) of this Agreement.
 
Control Eligible Certificates”:  Any of the Class E, Class F, Class G and Class H Certificates.
 
Control Termination Event”:  The event that occurs when (i) no Class of Control Eligible Certificates has an aggregate Certificate Principal Amount (as notionally reduced by any Appraisal Reduction Amounts allocable to such Class in accordance with Section 3.10(a) of this Agreement) at least equal to 25% of the initial Certificate Principal Amount of such Class or (ii) deemed to occur pursuant to Section 6.09(d) or Section 6.09(h) of this Agreement.
 
Controlling Class”:  As of any time of determination, the most subordinate Class of Control Eligible Certificates then outstanding that has an aggregate Certificate Principal Amount (as notionally reduced by any Appraisal Reduction Amounts allocable to such Class in accordance with Section 3.10(a) of this Agreement) at least equal to 25% of the initial Certificate Principal Amount of such Class or if no Class of Control Eligible Certificates meets the preceding requirement, the Class E Certificates.  The Controlling Class as of the Closing Date will be the Class H Certificates.
 
Controlling Class Certificateholder”:  Each Holder (or Beneficial Owner, if applicable) of a Certificate of the Controlling Class as determined by the Certificate Administrator from time to time.
 
Controlling Class Representative”:  The Controlling Class Certificateholder (or other representative) selected by at least a majority of the Controlling Class Certificateholders by Certificate Principal Amount, as identified by notice to the Certificate Registrar by the applicable Controlling Class Certificateholders from time to time, with notice of such selection delivered to the Special Servicers, the Master Servicer, the Trustee, the Certificate Administrator and the Operating Advisor; provided that, (i) absent such selection, or (ii) until a Controlling Class Representative is so selected, or (iii) upon receipt of notice from the Controlling Class Certificateholders that own Certificates representing more than 50% of the Certificate
 
 
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Principal Amount of the Controlling Class that a Controlling Class Representative is no longer so designated, the Controlling Class Representative shall be the Controlling Class Certificateholder that owns Certificates representing the largest aggregate Certificate Principal Amount of the Controlling Class as identified to the Certificate Registrar.
 
The initial Controlling Class Representative on the Closing Date shall be Seer Capital Partners Master Fund L.P., and the Certificate Registrar and the other parties to this Agreement shall be entitled to assume Seer Capital Partners Master Fund L.P. or any successor Controlling Class Representative selected thereby is the Controlling Class Representative on behalf of Seer Capital Partners Master Fund L.P. as Holder (or Beneficial Owner) of each Class of Control Eligible Certificates, until the Certificate Registrar receives (a) written notice of a replacement Controlling Class Representative or (b) written notice that Seer Capital Partners Master Fund L.P. is no longer the Holder (or Beneficial Owner) of  a majority of the applicable Control Eligible Certificates.
 
Corporate Trust Office”:  The office of the Trustee or the Certificate Administrator, at which at any particular time its corporate trust business shall be principally administered.  At the date of this Agreement, the corporate trust office of (i) the Trustee and the Certificate Administrator is located at 190 South LaSalle Street, 7th floor, Chicago, Illinois 60603, and (ii) the Certificate Administrator is located for certificate transfer purposes, at 111 Fillmore Avenue, St. Paul, Minnesota 55107 and a custodial office at 1133 Rankin Street, Suite 100, St. Paul, Minnesota 55116, Attention:  Bondholder Services – GSMS 2014-GC26, (iii) with respect to the Custodian, the office of the Custodian located at U.S. Bank Global Trust Services, Attn:  Commercial Certifications, 1133 Rankin Street, Suite 100, St. Paul, Minnesota 55116, and for all other purposes except as specifically set forth herein, 190 South LaSalle Street, 7th floor, Chicago, Illinois 60603.
 
Corrected Mortgage Loan”:  Any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan that had been a Specially Serviced Loan but has ceased to be such in accordance with the definition of “Specially Serviced Loan” (other than by reason of a Liquidation Event occurring in respect of such Mortgage Loan or Serviced Whole Loan or a related Mortgaged Property becoming an REO Property).
 
Corresponding Certificates”:  As identified in the Preliminary Statement with respect to any Lower-Tier Regular Interest or Component.
 
Corresponding Component”:  As identified in the Preliminary Statement with respect to any Class of Regular Certificates, Class PEZ Regular Interest or Lower-Tier Regular Interest.
 
Corresponding Lower-Tier Regular Interest”:  As identified in the Preliminary Statement with respect to any Class of Regular Certificates, Class PEZ Regular Interest or Component.
 
CREFC®:  CRE Finance Council, formerly known as Commercial Mortgage Securities Association, or any association or organization that is a successor thereto.  If neither such association nor any successor remains in existence, “CREFC®” shall be deemed to refer to
 
 
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such other association or organization as may exist whose principal membership consists of servicers, trustees, certificateholders, issuers, placement agents and underwriters generally involved in the commercial mortgage loan securitization industry, which is the principal such association or organization in the commercial mortgage loan securitization industry and whose principal purpose is the establishment of industry standards for reporting transaction-specific information relating to commercial mortgage pass-through certificates and commercial mortgage-backed bonds and the commercial mortgage loans and foreclosed properties underlying or backing them to investors holding or owning such certificates or bonds, and any successor to such other association or organization.  If an organization or association described in one of the preceding sentences of this definition does not exist, “CREFC®” shall be deemed to refer to such other association or organization as shall be selected by the Master Servicer and reasonably acceptable to the Certificate Administrator, the Special Servicers and, for so long as no Control Termination Event has occurred and is continuing, the Controlling Class Representative.
 
CREFC® Advance Recovery Report”:  A monthly report substantially in the form of, and containing the information called for in, the downloadable form of the “Advance Recovery Report” available as of the Closing Date on the CREFC® Website, or such other form for the presentation of such information and containing such additional information as may from time to time be approved by the CREFC® for commercial mortgage securities transactions generally.
 
CREFC® Appraisal Reduction Template”:  A report substantially in the form of, and containing the information called for in, the downloadable form of the “Appraisal Reduction Template” available as of the Closing Date on the CREFC® Website, or such other form for the presentation of such information and containing such additional information as may from time to time be approved by the CREFC® for commercial mortgage securities transactions generally.
 
CREFC® Bond Level File”:  The data file in the “CREFC® Bond Level File” format substantially in the form of and containing the information called for therein, or such other form for the presentation of such information as may be approved from time to time by the CREFC® for commercial mortgage securities transactions generally.
 
CREFC® Collateral Summary File”:  The data file in the “CREFC® Collateral Summary File” format substantially in the form of and containing the information called for therein, or such other form for the presentation of such information as may be approved from time to time by the CREFC® for commercial mortgage securities transactions generally.
 
CREFC® Comparative Financial Status Report”:  The monthly report in “Comparative Financial Status Report” format substantially in the form of and containing the information called for therein for the Mortgage Loans, or such other form for the presentation of such information as may be approved from time to time by the CREFC® for commercial mortgage securities transactions generally.
 
CREFC® Delinquent Loan Status Report”:  A report substantially in the form of, and containing the information called for in, the downloadable form of the “Delinquent Loan Status Report” available as of the Closing Date on the CREFC® Website, or no later than 90 days
 
 
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after its adoption, such other form for the presentation of such information and containing such additional information as may from time to time be approved by the CREFC® for commercial mortgage securities transactions generally.
 
CREFC® Financial File”:  The data file in the “CREFC® Financial File” format substantially in the form of and containing the information called for therein for the Mortgage Loans, or such other form for the presentation of such information as may be approved from time to time by the CREFC® for commercial mortgage securities transactions generally.
 
CREFC® Historical Bond/Collateral Realized Loss Reconciliation Template”:  A report substantially in the form of, and containing the information called for in, the downloadable form of the “Historical Bond/Collateral Realized Loss Reconciliation Template” available as of the Closing Date on the CREFC® Website, or such other form for the presentation of such information and containing such additional information as may from time to time be approved by the CREFC® for commercial mortgage securities transactions generally.
 
CREFC® Historical Liquidation Loss Template”:  A report substantially in the form of, and containing the information called for in, the downloadable form of the “Historical Liquidation Loss Template” available as of the Closing Date on the CREFC® Website, or such other form for the presentation of such information and containing such additional information as may from time to time be approved by the CREFC® for commercial mortgage securities transactions generally.
 
CREFC® Historical Loan Modification and Corrected Mortgage Loan Report”:  The monthly report in the “Historical Loan Modification and Corrected Mortgage Loan Report” format substantially in the form of and containing the information called for therein for the Mortgage Loans, or such other form for the presentation of such information as may be approved from time to time by the CREFC® for commercial mortgage securities transactions generally.
 
CREFC® Intellectual Property Royalty License Fee”:  With respect to each Mortgage Loan (including any REO Mortgage Loan) and for any Distribution Date, an amount accrued during the related Interest Accrual Period at the CREFC® Intellectual Property Royalty License Fee Rate on the Stated Principal Balance of such Mortgage Loan as of the close of business on the Distribution Date in such Interest Accrual Period; provided that such amounts shall be computed for the same period and on the same interest accrual basis respecting which any related interest payment due or deemed due on the related Mortgage Loan is computed and shall be prorated for partial periods.  For the avoidance of doubt, the CREFC® Intellectual Property Royalty License Fee shall be payable from the Lower-Tier REMIC.
 
CREFC® Intellectual Property Royalty License Fee Rate”:  With respect to each Mortgage Loan, a rate equal to 0.0005% per annum.
 
CREFC® Interest Shortfall Reconciliation Template”:  A report substantially in the form of, and containing the information called for in, the downloadable form of the “Interest Shortfall Reconciliation Template” available as of the Closing Date on the CREFC® Website, or such other form for the presentation of such information and containing such additional
 
 
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information as may from time to time be approved by the CREFC® for commercial mortgage securities transactions generally.
 
CREFC® Investor Reporting Package (IRP)”:  (a)  The following seven electronic files (and any other files as may become adopted and promulgated by CREFC® as part of the CREFC® Investor Reporting Package (IRP) from time to time):  (i) CREFC® Loan Setup File, (ii) CREFC® Loan Periodic Update File, (iii) CREFC® Property File, (iv) CREFC® Bond Level File, (v) CREFC® Financial File, (vi) CREFC® Collateral Summary File and (vii) CREFC® Special Servicer Loan File;
 
(b)           The following eleven supplemental reports (and any other reports as may become adopted and promulgated by CREFC® as part of the CREFC® Investor Reporting Package (IRP) from time to time):  (i) CREFC® Delinquent Loan Status Report, (ii) CREFC® Historical Loan Modification and Corrected Mortgage Loan Report, (iii) CREFC® REO Status Report, (iv) CREFC® Operating Statement Analysis Report, (v) CREFC® Comparative Financial Status Report, (vi) CREFC® Servicer Watch List, (vii) CREFC® Loan Level Reserve/LOC Report, (viii) CREFC® NOI Adjustment Worksheet, (ix) CREFC® Advance Recovery Report, (x) CREFC® Total Loan Report and (xi) CREFC® Reconciliation of Funds Report;
 
(c)           The following eight templates (and any other templates as may be adopted and promulgated by CREFC® as part of the CREFC® Investor Reporting Package (IRP) from time to time):  (i) CREFC® Appraisal Reduction Template, (ii) CREFC® Servicer Realized Loss Template, (iii) CREFC® Historical Bond/Collateral Realized Loss Reconciliation Template, (iv) CREFC® Historical Liquidation Loss Template, (v) CREFC® Interest Shortfall Reconciliation Template, (vi) CREFC® Servicer Remittance to Certificate Administrator Template, (vii) CREFC® Significant Insurance Event Template and (viii) CREFC® Loan Modification Template; and
 
(d)           such other reports and data files as CREFC® may designate as part of the “CREFC® Investor Reporting Package (CREFC® IRP)” from time to time.
 
CREFC® License Agreement”: The License Agreement, in the form set forth on the website of CREFC® on the Closing Date, relating to the use of the CREFC® trademarks and trade names.
 
CREFC® Loan Level Reserve/LOC Report”:  The monthly report in the “CREFC® Loan Level Reserve/LOC Report” format substantially in the form of and containing the information called for therein for the Mortgage Loans, or such other form for the presentation of such information as may be approved from time to time by the CREFC® for commercial mortgage securities transactions generally.
 
CREFC® Loan Modification Template”:  A report substantially in the form of, and containing the information called for in, the downloadable form of the “Loan Modification Template” available as of the Closing Date on the CREFC® Website, or such other form for the presentation of such information and containing such additional information as may from time to time be approved by the CREFC® for commercial mortgage securities transactions generally.
 
 
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CREFC® Loan Periodic Update File”:  The data file in the “CREFC® Loan Periodic Update File” format substantially in the form of and containing the information called for therein for the Mortgage Loans, or such other form for the presentation of such information as may be approved from time to time by the CREFC® for commercial mortgage securities transactions generally.
 
CREFC® Loan Setup File”:  The data file in the “CREFC® Loan Setup File” format substantially in the form of and containing the information called for therein for the Mortgage Loans, or such other form for the presentation of such information as may be approved from time to time by the CREFC® for commercial mortgage securities transactions generally.
 
CREFC® NOI Adjustment Worksheet”:  The worksheet in the “NOI Adjustment Worksheet” format substantially in the form of and containing the information called for therein for the Mortgage Loans, or such other form for the presentation of such information as may be approved from time to time by the CREFC® for commercial mortgage securities transactions generally.
 
CREFC® Operating Statement Analysis Report”:  The monthly report in the “Operating Statement Analysis Report” format substantially in the form of and containing the information called for therein for the Mortgage Loans, or such other form for the presentation of such information as may be approved from time to time by the CREFC® for commercial mortgage securities transactions generally.
 
CREFC® Property File”:  The data file in the “CREFC® Property File” format substantially in the form of and containing the information called for therein for the Mortgage Loans, or such other form for the presentation of such information as may be approved from time to time by the CREFC® for commercial mortgage securities transactions generally.
 
CREFC® Reconciliation of Funds Report”:  The monthly report in the “Reconciliation of Funds” format substantially in the form of and containing the information called for therein for the Mortgage Loans, or such other form for the presentation of such information as may be approved from time to time by the CREFC® for commercial mortgage securities transactions generally.
 
CREFC® REO Status Report”:  The report in the “REO Status Report” format substantially in the form of and containing the information called for therein for the Mortgage Loans, or such other form for the presentation of such information as may be approved from time to time by the CREFC® for commercial mortgage securities transactions generally.
 
CREFC® Servicer Realized Loss Template”:  A report substantially in the form of, and containing the information called for in, the downloadable form of the “Servicer Realized Loss Template” available as of the Closing Date on the CREFC® Website, or such other form for the presentation of such information and containing such additional information as may from time to time be approved by the CREFC® for commercial mortgage securities transactions generally.
 
CREFC® Servicer Remittance to Certificate Administrator Template”:  A report substantially in the form of, and containing the information called for in, the downloadable form
 
 
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of the “Interest Servicer Remittance to Certificate Administrator Template” available as of the Closing Date on the CREFC® Website, or such other form for the presentation of such information and containing such additional information as may from time to time be approved by the CREFC® for commercial mortgage securities transactions generally.
 
CREFC® Servicer Watch List”:  As of each Determination Date a report, including and identifying each non-Specially Serviced Loan satisfying the “CREFC® Portfolio Review Guidelines” approved from time to time by the CREFC® in the “CREFC® Servicer Watch List” format substantially in the form of and containing the information called for therein for the Mortgage Loans, or such other form (including other portfolio review guidelines) for the presentation of such information as may be approved from time to time by the CREFC® for commercial mortgage securities transactions generally.
 
CREFC® Significant Insurance Event Template”:  A report substantially in the form of, and containing the information called for in, the downloadable form of the “Interest Significant Insurance Event Template” available as of the Closing Date on the CREFC® Website, or such other form for the presentation of such information and containing such additional information as may from time to time be approved by the CREFC® for commercial mortgage securities transactions generally.
 
CREFC® Special Servicer Loan File”:  The data file in the “CREFC® Special Servicer Loan File” format substantially in the form of and containing the information called for therein for the Mortgage Loans, or such other form for the presentation of such information as may be approved from time to time by the CREFC® for commercial mortgage securities transactions generally.
 
CREFC® Total Loan Report”:  The report in the “Total Loan Report” format substantially in the form of and containing the information called for therein for the Mortgage Loans, or such other form for the presentation of such information as may be approved from time to time by the CREFC® for commercial mortgage securities transactions generally.
 
CREFC® Website”:  The CREFC®’s Website located at “www.crefc.org” or such other primary website as the CREFC® may establish for dissemination of its report forms.
 
Cross-Over Date”:  The Distribution Date on which the Certificate Principal Amount of each Class of Sequential Pay Certificates (other than the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 and Class A-AB Certificates) and the Class PEZ Certificates is (or will be) reduced to zero due to the application of Realized Losses.
 
Custodial Agreement”:  The custodial agreement, if any, from time to time in effect between the Custodian named therein and the Certificate Administrator, as the same may be amended or modified from time to time in accordance with the terms thereof.  For avoidance of doubt, as of the Closing Date, the Custodian is the Certificate Administrator.
 
Custodian”:  Any Custodian appointed pursuant to Section 5.10 of this Agreement and, unless the Certificate Administrator is Custodian, named pursuant to any Custodial Agreement.  The Custodian may (but need not) be the Certificate Administrator or the
 
 
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Master Servicer or any Affiliate or agent of the Certificate Administrator or the Master Servicer, but may not be the Depositor or any Affiliate thereof.
 
Cut-Off Date”:  With respect to each Mortgage Loan, the Due Date in December 2014 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first due date in January 2015, the date that would have been its Due Date in December 2014 under the terms of that Mortgage Loan if a Monthly Payment were scheduled to be due in that month).
 
Cut-Off Date Principal Balance”:  With respect to any Mortgage Loan, the outstanding principal balance of such Mortgage Loan as of the Cut-Off Date, after application of all payments of principal due on or before such date, whether or not received.
 
Cypresswood Court Shopping Center Mortgage Loan”:  The Mortgage Loan identified on the Mortgage Loan Schedule as Cypresswood Court Shopping Center.
 
Cypresswood Court Shopping Center Special Servicer”: CWCapital Asset Management LLC, a Delaware limited liability company, or its successor in interest, or any successor Cypresswood Court Shopping Center Special Servicer appointed as provided herein.
 
DBRS”:  DBRS, Inc. and its successors in interest.
 
Debt Service Coverage Ratio”:  With respect to any Mortgage Loan (or Whole Loan, if applicable), for any twelve-month period covered by an annual operating statement for the related Mortgaged Property, the ratio of (i) Net Operating Income produced by the related Mortgaged Property during such period to (ii) the aggregate amount of Monthly Payments (other than any Balloon Payment) due under such Mortgage Loan (or Whole Loan, if applicable) during such period; provided that with respect to the Mortgage Loans (and with respect to any Whole Loan that includes a Mortgage Loan) identified on the Mortgage Loan Schedule as paying interest only for a specified period of time set forth in the related Loan Documents and then paying principal and interest, the related Monthly Payment will be calculated (for purposes of this definition only) to include interest and principal (based on the remaining amortization term indicated in the Mortgage Loan Schedule).
 
Default”:  An event of default under the Mortgage Loan (or Serviced Whole Loan, if applicable) or an event which, with the passage of time or the giving of notice, or both, would constitute an event of default under the Mortgage Loan (or Serviced Whole Loan, if applicable).
 
Default Interest”:  With respect to any Mortgage Loan or Companion Loan, all interest (other than Excess Interest) accrued in respect of such Mortgage Loan or Companion Loan as provided in the related Note or Mortgage as a result of a default (exclusive of late payment charges) that is in excess of interest at the related Mortgage Loan Rate.
 
Default Rate”:  With respect to each Mortgage Loan or Companion Loan, the per annum rate at which interest accrues on such Mortgage Loan or Companion Loan, as the case may be, following any event of default on such Mortgage Loan or Companion Loan, as the case may be, including a default in the payment of a Monthly Payment or a Balloon Payment.
 
 
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Defaulted Mortgage Loan”:  A Mortgage Loan or  Serviced Whole Loan (i) that is delinquent at least sixty days in respect of its Monthly Payments or delinquent in respect of its Balloon Payment, if any, in either case such delinquency to be determined without giving effect to any grace period permitted by the related Mortgage or Note and without regard to any acceleration of payments under the related Mortgage and Note or (ii) as to which the Master Servicer or applicable Special Servicer has, by written notice to the related Mortgagor, accelerated the maturity of the indebtedness evidenced by the related Note.
 
Defaulted Serviced Whole Loan”:  Any Whole Loan that is a Defaulted Mortgage Loan.
 
Defeasance Loan”:  Those Mortgage Loans which provide the related Mortgagor with the option to defease the related Mortgaged Property.
 
Deficient Exchange Act Deliverable”:  With respect to the Master Servicer, any Special Servicer, the Operating Advisor, the Certificate Administrator, the Custodian, the Trustee and each Servicing Function Participant and Additional Servicer retained by it (other than a Mortgage Loan Seller Sub-Servicer), any item (x) regarding such party, (y) prepared by such party or any registered public accounting firm, attorney or other agent retained by such party to prepare such information and (z) delivered by or on behalf of such party pursuant to the delivery requirements under Article X of this Agreement that does not conform to the applicable reporting requirements under the Securities Act, the Exchange Act, the Sarbanes-Oxley Act and the rules and regulations promulgated thereunder.
 
Definitive Certificate”:  Any Certificate in fully registered certificated form without interest coupons.
 
Depositor”:  GS Mortgage Securities Corporation II, a Delaware corporation, and its successors and assigns.
 
Depositor’s 17g-5 Website”:  A website to be maintained (or caused to be maintained) by the Depositor in order to comply with Rule 17g-5.
 
Depository”:  The Depository Trust Company or a successor appointed by the Certificate Registrar (which appointment shall be at the direction of the Depositor if the Depositor is legally able to do so).
 
Depository Participant”:  A Person for whom, from time to time, the Depository effects book-entry transfers and pledges of securities deposited with the Depository.
 
Designated Servicing Documents”:  With respect to any Mortgage Loan or  Serviced Whole Loan, collectively the following documents:
 
(1)           (A) a copy of the executed Note for such Mortgage Loan (or, alternatively, if the original executed Note has been lost, a copy of a lost note affidavit and indemnity with a copy of such Note), and (B) in the case of a Serviced Whole Loan, a copy of the executed Note for the related Companion Loan;
 
 
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(2)           a copy of the related Loan Agreement, if any;
 
(3)           a copy of the Mortgage;
 
(4)           a copy of the lock box agreement or cash management agreement relating to such Mortgage Loan or Serviced Whole Loan, if any;
 
(5)           any pre-funding insurance review documentation and insurance certificates (for insurance policies other than title insurance policy and environmental policy) or a marked up commitment therefor;
 
(6)           a copy of any related title insurance policy or a marked up commitment therefor;
 
(7)           a copy of any environmental insurance policy or a marked up commitment therefor;
 
(8)           legal description of the related Mortgaged Property;
 
(9)           a copy of the related escrow agreement and the related security agreement (in each case, if such item is a document separate from the Loan Agreement and the Mortgage);
 
(10)         a copy of the agreement governing post-closing obligations (if such item is a document separate from the Loan Agreement and the Mortgage), if any;
 
(11)         a copy of the closing statement and/or sources and uses statement;
 
(12)         the related Mortgage Loan Seller’s asset summary, if any (provided that the delivery of such item shall not result in any liability to the related Mortgage Loan Seller);
 
(13)         the related Mortgagor tax ID;
 
(14)         a PIP Schedule (if such item is a document separate from the Loan Agreement and the Mortgage), if any;
 
(15)         a copy of an approved operating budget, if applicable;
 
(16)         a copy of the related Ground Lease relating to such Mortgage Loan, if any; and
 
(17)         in the case of a Serviced Whole Loan, a copy of the related Co-Lender Agreement.
 
Determination Date”:  With respect to any Distribution Date, the sixth day of the calendar month of the related Distribution Date or, if the sixth day is not a Business Day, the next Business Day, commencing in January 2015.
 
 
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Directly Operate”:  With respect to any REO Property, the furnishing or rendering of services to the tenants thereof that are not customarily provided to tenants in connection with the rental of space “for occupancy only” within the meaning of Treasury Regulations Section 1.512(b)-1(c)(5), the management or operation of such REO Property, the holding of such REO Property primarily for sale to customers in the ordinary course of a trade or business or any use of such REO Property in a trade or business conducted by the Trust Fund, or the performance of any construction work on the REO Property (other than the completion of a building or improvement, where more than 10% of the construction of such building or improvement was completed before default became imminent), other than through an Independent Contractor; provided, however, that the applicable Special Servicer, on behalf of the Trust Fund, shall not be considered to Directly Operate an REO Property solely because such Special Servicer, on behalf of the Trust Fund, establishes rental terms, chooses tenants, enters into or renews leases, deals with taxes and insurance, or makes decisions as to repairs or capital expenditures with respect to such REO Property or takes other actions consistent with Treasury Regulations Section 1.856-4(b)(5)(ii).
 
Disclosable Special Servicer Fees”:  With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan), Serviced Whole Loan or related REO Property (other than any interest in REO Property acquired with respect to any Non-Serviced Whole Loan), for which it is the applicable Special Servicer, any compensation and other remuneration (including, without limitation, in the form of commissions, brokerage fees and rebates) 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 Mortgagor, any Manager, any guarantor or indemnitor in respect of the related Mortgage Loan or Serviced Whole Loan and any purchaser of the related Mortgage Loan, Serviced Whole Loan or REO Property) in connection with the disposition, workout or foreclosure of such Mortgage Loan (or Serviced Whole Loan, if applicable), the management or disposition of the related REO Property, and the performance by the applicable Special Servicer or any Affiliate of any other special servicing duties under this Agreement for which it is the applicable Special Servicer other than (1) any compensation which is payable to such Special Servicer under this Agreement or (2) to the extent included in a CREFC® Report for the applicable period, any Permitted Special Servicer/Affiliate Fees.
 
Disqualified Non-U.S. Tax Person”:  With respect to a Class R Certificate, any Non-U.S. Tax Person or agent thereof other than (i) a Non-U.S. Tax Person that holds the Class R Certificate in connection with the conduct of a trade or business within the United States and has furnished the transferor and the Certificate Registrar with an effective IRS Form W-8ECI or (ii) a Non-U.S. Tax Person that has delivered to both the transferor and the Certificate Registrar an opinion of a nationally recognized tax counsel to the effect that the transfer of the Class R Certificate to it is in accordance with the requirements of the Code and the regulations promulgated thereunder and that such transfer of the Class R Certificate will not be disregarded for federal income tax purposes.
 
Disqualified Organization”:  Any of (a) the United States, a State or any political subdivision thereof, any possession of the United States, or any agency or instrumentality of any of the foregoing (other than an instrumentality that is a corporation if all of its activities are subject to tax and, except for the Federal Home Loan Mortgage Corporation, a majority of its board of directors is not selected by any such governmental unit), (b) a foreign government,
 
 
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International Organization or agency or instrumentality of either of the foregoing, (c) an organization that is exempt from tax imposed by Chapter 1 of the Code (including the tax imposed by Code Section 511 on unrelated business taxable income) on any excess inclusions (as defined in Code Section 860E(c)(1)) with respect to the Class R Certificates (except certain farmers’ cooperatives described in Code Section 521), (d) rural electric and telephone cooperatives described in Code Section 1381(a)(2) or (e) any other Person so designated by the Certificate Registrar based upon an Opinion of Counsel to the effect that any Transfer to such Person may cause either Trust REMIC to be subject to tax or to fail to qualify as a REMIC for federal income tax purposes at any time that the Certificates are outstanding.  For purposes of this definition, the terms “United States,” “State” and “International Organization” shall have the meanings set forth in Code Section 7701 or successor provisions.
 
Distribution Account”:  The Lower-Tier Distribution Account, the Upper-Tier Distribution Account and the Exchangeable Distribution Account, each of which may be subaccounts of a single Eligible Account.
 
Distribution Date”:  The fourth Business Day following the Determination Date in each month, commencing January 2015.  The first Distribution Date shall be January 12, 2015.
 
Distribution Date Statement”:  As defined in Section 4.02(a) of this Agreement.
 
Document Defect”:  As defined in Section 2.03(a) of this Agreement.
 
Due Date”:  With respect to (i) any Mortgage Loan or Companion Loan on or prior to its Maturity Date, the day of the month set forth in the related Note on which each Monthly Payment thereon is scheduled to be first due, (ii) any Mortgage Loan or Companion Loan after the Maturity Date therefor, the day of the month set forth in the related Note on which each Monthly Payment on such Mortgage Loan or Companion Loan, as the case may be, had been scheduled to be first due, and (iii) any REO Mortgage Loan or REO Companion Loan, the day of the month set forth in the related Note on which each Monthly Payment on the related Mortgage Loan or Companion Loan, as the case may be, had been scheduled to be first due.
 
Early Termination Notice Date”:  Any date as of which the aggregate Stated Principal Balance of the Mortgage Loans (including REO Mortgage Loans) is less than 1.0% of the sum of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date.
 
EDGAR”:  The Commission’s Electronic Data Gathering and Retrieval System.
 
EDGAR-Compatible Format”:  means any format compatible with EDGAR, including HTML, Word, Excel or clean, searchable PDFs.
 
Eligible Account”:  Any of (i) a segregated account or accounts maintained with a federal or state chartered depository institution or trust company (including the Trustee and the Certificate Administrator), the long-term unsecured debt obligations (or short-term unsecured debt obligations if the account holds funds for less than 30 days) or commercial paper of which are rated (a) ”AA-“ by Fitch (or “A” by Fitch so long as the short-term deposit or short-term unsecured debt obligations of such depository institution or trust company are rated no less than
 
 
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“F1” by Fitch), (b) “A2” by Moody’s (or, if applicable, the short term rating is at least “P-1” by Moody’s) and (c) at least “R-1 (middle)” by DBRS (if rated by DBRS or, if not rated by DBRS, an equivalent rating such as that listed above by at least two NRSROs (which may include S&P, Fitch and/or Moody’s)), in the case of accounts in which funds are held for 30 days or less or, in the case of accounts in which funds are held for more than 30 days, the long-term unsecured debt obligations of which are rated at least “A” by DBRS (if rated by DBRS or, if not rated by DBRS, an equivalent rating such as that listed above by at least two NRSROs (which may include S&P, Fitch and/or Moody’s)), (ii) an account or accounts maintained with U.S. Bank National Association or Wells Fargo Bank, National Association so long as U.S. Bank National Association’s or Wells Fargo Bank, National Association’s, as applicable, long-term unsecured debt rating shall be at least “A” by Fitch, “A2” by Moody’s and “A” by DBRS (if rated by DBRS or, if not rated by DBRS, an equivalent rating such as that listed above by at least two NRSROs (which may include S&P, Fitch and/or Moody’s)) (if the deposits are to be held in the account for more than 30 days) or U.S. Bank National Association’s or Wells Fargo Bank, National Association’s, as applicable, short-term deposit or short-term unsecured debt rating shall be at least “F1” by Fitch, “P-1” by Moody’s and “R-1 (middle)” by DBRS (if rated by DBRS or, if not rated by DBRS, an equivalent rating such as that listed above by at least two NRSROs (which may include S&P, Fitch and/or Moody’s)) (if the deposits are to be held in the account for 30 days or less), (iii) a segregated trust account or accounts maintained with the corporate trust department of a federal or state chartered depository institution or trust company that, in either case, has corporate trust powers, acting in its fiduciary capacity, the long-term unsecured debt obligations of such institution or trust company are rated at least “A2” by Moody’s and “A” by Fitch, is (in the case of a state chartered depository institution or trust company) subject to regulations substantially similar to 12 C.F.R. §9.10(b), and is subject to supervision or examination by federal and state authority, (iv) such other account or accounts that, but for the failure to satisfy one or more of the minimum rating(s) set forth in the applicable clause, would be listed in clauses (i) - (iii) above, with respect to which a Rating Agency Confirmation has been obtained from each Rating Agency for which the minimum ratings set forth in the applicable clause is not satisfied with respect to such account, or (v) such other account or accounts not listed in clauses (i) - (iii) above with respect to which a Rating Agency Confirmation has been obtained from each Rating Agency.  Eligible Accounts may bear interest.  No Eligible Account shall be evidenced by a certificate of deposit, passbook or other similar instrument.
 
Eligible Operating Advisor”:  An institution (i) that is the special servicer or operating advisor on a transaction rated by any of Moody’s, Fitch, KBRA, S&P, Morningstar and/or DBRS and that has not been a special servicer or operating advisor on a transaction for which Moody’s, Fitch, KBRA, S&P, Morningstar and/or DBRS has qualified, downgraded or withdrawn its rating or ratings of, one or more classes of certificates for such transaction citing servicing concerns with the special servicer or operating advisor as the sole or material factor in such rating action, (ii) that can and will make the representations and warranties set forth in Section 2.09(a) of this Agreement, (iii) that is not a Special Servicer, the Controlling Class Representative, or an Affiliate of a Special Servicer or the Controlling Class Representative and (iv) that has not been paid any fees, compensation or other remuneration by a Special Servicer or successor special servicer (x) in respect of its obligations under this Agreement or (y) for the appointment or recommendation for replacement of a successor special servicer to become a Special Servicer.
 
 
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Emergency Advance”:  Any Property Advance that, pursuant hereto, the applicable Special Servicer is required to either (a) make (in its sole discretion in accordance with the Servicing Standard) or (b) to request the applicable Master Servicer to make, that must be made in an emergency situation or on an urgent basis within two (2) Business Days of such Special Servicer becoming aware that it must be made in order to avoid any material penalty, any material harm to a Mortgaged Property securing a Mortgage Loan or any other material adverse consequence to the Trust Fund or any related Companion Loan Holder.
 
Environmental Report”:  The environmental audit report or reports with respect to each Mortgaged Property delivered to the related Mortgage Loan Seller in connection with the origination or acquisition of the related Mortgage Loan.
 
ERISA”:  The Employee Retirement Income Security Act of 1974, as it may be amended from time to time.
 
ERISA Restricted Certificate”:  Any Class E, Class F, Class G or Class H Certificate; provided that any such Certificate:  (a) will cease to be considered an ERISA Restricted Certificate and (b) will cease to be subject to the transfer restrictions with respect to ERISA Restricted Certificates contained in Section 5.03(m) of this Agreement if, as of the date of a proposed transfer of such Certificate, either (i) it is rated in one of the four highest generic ratings categories by a Rating Agency authorized by the U.S. Department of Labor or (ii) relevant provisions of ERISA would permit the transfer of such Certificate to a Plan.
 
Escrow Account”:  As defined in Section 3.04(b) of this Agreement.
 
Escrow Payment”:  Any payment made by any Mortgagor to the Master Servicer pursuant to the related Mortgage, Lock-Box Agreement or Loan Agreement for the account of such Mortgagor for application toward the payment of taxes, insurance premiums, assessments, ground rents, mandated improvements and similar items in respect of the related Mortgaged Property.
 
Euroclear”:  Euroclear Bank, as operator of the Euroclear System, and its successors in interest.
 
Excess Interest”:  With respect to each ARD Loan, additional interest accrued on such Mortgage Loan after the Anticipated Repayment Date allocable to the difference between the Revised Rate and the Mortgage Loan Rate, plus any compound interest thereon, to the extent permitted by applicable law and the related Loan Documents.  The Excess Interest shall not be an asset of the Lower-Tier REMIC or the Upper-Tier REMIC, but rather shall be an asset of the Grantor Trust.
 
Excess Interest Distribution Account”:  The trust account or subaccount created and maintained by the Certificate Administrator pursuant to Section 3.05(d) of this Agreement in trust for the Class S Certificateholders, which (subject to any changes in the identities of the Certificate Administrator and/or the Trustee) shall be entitled “U.S. Bank National Association, as Certificate Administrator, for the benefit of U.S. Bank National Association, as Trustee, and the registered Holders of GS Mortgage Securities Corporation II, Commercial Mortgage Pass-Through Certificates, Series 2014-GC26 – Excess Interest Distribution Account”.  Any
 
 
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such account shall be an Eligible Account.  The Excess Interest Distribution Account shall be held solely for the benefit of the Holders of the Class S Certificates.  The Excess Interest Distribution Account shall not be an asset of the Lower-Tier REMIC or the Upper-Tier REMIC, but rather shall be an asset of the Grantor Trust.
 
Excess Liquidation Proceeds”:  With respect to any Mortgage Loan, the excess of (i) Liquidation Proceeds of that Mortgage Loan or related REO Property (net of any related Liquidation Expenses and any amounts payable to a related Companion Loan Holder pursuant to the Co-Lender Agreement), over (ii) the amount that would have been received if a Principal Payment in full had been made, and all other outstanding amounts had been paid, with respect to such Mortgage Loan on the Due Date immediately following the date on which such proceeds were received.  With respect to each Non-Serviced Whole Loan, Excess Liquidation Proceeds shall mean each Non-Serviced Mortgage Loan’s pro rata share of any “Excess Liquidation Proceeds” determined in accordance with the applicable Other Pooling and Servicing Agreement that are received by the Trust.
 
Excess Liquidation Proceeds Reserve Account”:  The trust account or subaccount created and maintained by the Certificate Administrator pursuant to Section 3.05(c) of this Agreement for the benefit of the Certificateholders, which (subject to any changes in the identity of the Trustee or the Certificate Administrator) shall be entitled “U.S. Bank National Association, as Certificate Administrator, on behalf of U.S. Bank National Association, as Trustee, for the benefit of the registered Holders of GS Mortgage Securities Corporation II, Commercial Mortgage Pass-Through Certificates, Series 2014-GC26, Excess Liquidation Proceeds Reserve Account.”  Any such account shall be an Eligible Account.
 
Excess Modification Fees”:  With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan, if applicable, the sum of (A) the excess of (i) any and all Modification Fees with respect to any modification, waiver, extension or amendment of any of the terms of the related Mortgage Loan (or Serviced Whole Loan, if applicable), over (ii) all unpaid or unreimbursed Advances and Additional Trust Fund Expenses (other than (1) Special Servicing Fees, Workout Fees and Liquidation Fees and (2) Borrower Delayed Reimbursements) outstanding or previously incurred with respect to the related Mortgage Loan (or Serviced Whole Loan, if applicable) and reimbursed from such Modification Fees (which such Additional Trust Fund Expenses shall be reimbursed from such Modification Fees) and (B) expenses previously paid or reimbursed from Modification Fees as described in the preceding clause (A), which expenses have been recovered from the related Mortgagor as Penalty Charges, specific reimbursements or otherwise.  All Excess Modification Fees earned by the applicable Special Servicer shall offset any future Workout Fees or Liquidation Fees payable with respect to the related Mortgage Loan (or Serviced Whole Loan, if applicable) or REO Property; provided that if the related Mortgage Loan (or Serviced Whole Loan, if applicable) ceases being a Corrected Mortgage Loan, and is subject to a subsequent modification, any Excess Modification Fees earned by such Special Servicer prior to such Mortgage Loan (or Serviced Whole Loan) ceasing to be a Corrected Mortgage Loan shall no longer be offset against future Liquidation Fees and Workout Fees unless such Mortgage Loan (or Serviced Whole Loan) ceased to be a Corrected Mortgage Loan within 18 months of it becoming a modified Mortgage Loan (or Serviced Whole Loan).  If such Mortgage Loan (or Serviced Whole Loan) ceases to be a Corrected Mortgage Loan, such Special Servicer shall be entitled to a Liquidation Fee or
 
 
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Workout Fee (to the extent not previously offset) with respect to the new modification, waiver, extension or amendment or future liquidation of the Specially Serviced Loan or related REO Property (including in connection with a repurchase, sale, refinance, discounted or full payoff or other liquidation); provided that any Excess Modification Fees earned and paid to such Special Servicer in connection with such subsequent modification, waiver, extension or amendment shall be applied to offset such Liquidation Fee or Workout Fee to the extent described above.  Within any prior 12-month period, all Excess Modification Fees earned by the Master Servicer or the applicable Special Servicer (after taking into account any offset described above applied during such prior 12-month period) with respect to any Mortgage Loan (or Serviced Whole Loan, if applicable) shall be subject to a cap equal to the greater of (i) 1% of the outstanding principal balance of such Mortgage Loan (or Serviced Whole Loan, if applicable) after giving effect to such transaction, and (ii) $25,000.
 
Excess Penalty Charges”:  With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan, if applicable, and any Collection Period, the sum of (A) the excess of (i) any and all Penalty Charges collected in respect of such Mortgage Loan (or Serviced Whole Loan, if applicable) during such Collection Period, over (ii) all unpaid or unreimbursed Additional Trust Fund Expenses (other than Special Servicing Fees, Workout Fees and Liquidation Fees) outstanding or previously incurred on behalf of the Trust (and, if applicable, the related Serviced Companion Loan Holder(s)) with respect to such Mortgage Loan (or Serviced Whole Loan, if applicable) and reimbursed from such Penalty Charges (which such Additional Trust Fund Expenses shall be reimbursed from such Penalty Charges) in accordance with Section 3.14 of this Agreement and (B) expenses previously paid or reimbursed from Penalty Charges as described in the preceding clause (A), which expenses have been recovered from the related Mortgagor or otherwise.
 
Excess Prepayment Interest Shortfall”:  With respect to any Distribution Date, the aggregate amount, if any, by which the Prepayment Interest Shortfalls with respect to all Principal Prepayments received with respect to the Mortgage Loans and Companion Loans during the related Prepayment Period exceed the Compensating Interest Payment.
 
Excess Servicing Fees”:  With respect to each Mortgage Loan (and any successor REO Mortgage Loan with respect thereto), that portion of the Servicing Fee that accrues at a per annum rate equal to the Excess Servicing Fee Rate.
 
Excess Servicing Fee Rate”:  With respect to each Mortgage Loan (and any successor REO Mortgage Loan with respect thereto), a rate per annum equal to the Master Servicer’s interest in the Servicing Fee Rate (minus the applicable fee rate, if any, set forth under the column labeled “Subservicing Fee Rate (%)” on the Mortgage Loan Schedule) minus 0.005%; provided that such rate shall be subject to reduction at any time following any resignation of the Master Servicer pursuant to Section 6.04 of this Agreement (if no successor is appointed in accordance with Section 6.04 of this Agreement) or any termination of the Master Servicer pursuant to Section 7.01 of this Agreement, to the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee to appoint a qualified successor Master Servicer (which successor may include the Trustee) that meets the requirements of Section 7.02 of this Agreement.
 
 
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Excess Servicing Fee Right”:  With respect to each Mortgage 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, the Master Servicer shall be the owner of such Excess Servicing Fee Right.
 
Exchange Act”:  The Securities Exchange Act of 1934, as it may be amended from time to time.
 
Exchange Date”:  As defined in Section 5.12(g) of this Agreement.
 
Exchangeable Certificate”:  Any of the Class A-S, Class B, Class PEZ or Class C Certificates.
 
Exchangeable Distribution Account”:  The trust account or subaccount created and maintained by the Certificate Administrator pursuant to Section 3.05(d) of this Agreement for the benefit of the Holders of the Exchangeable Certificates, which (subject to any changes in the identity of the Trustee or the Certificate Administrator) shall be entitled “U.S. Bank National Association, as Certificate Administrator, on behalf of U.S. Bank National Association, as Trustee, for the registered Holders of GS Mortgage Securities Corporation II, Commercial Mortgage Pass-Through Certificates, Series 2014-GC26, Exchangeable Distribution Account.”  Any such account shall be an Eligible Account. The Exchangeable Distribution Account shall not be an asset of any Trust REMIC formed hereunder, but rather shall be an asset of the Grantor Trust.
 
Exchangeable Proportion”: Class A-S, Class B and Class C Certificates that evidence equal Tranche Percentage Interests in the related Class PEZ Regular Interests.
 
FDIC”:  The Federal Deposit Insurance Corporation, and its successors in interest.
 
Fenley Office Portfolio Co-Lender Agreement”:  With respect to the Fenley Office Portfolio Whole Loan, the related co-lender agreement, dated as of October 2, 2014, by and between the holder of the Fenley Office Portfolio Mortgage Loan and the Fenley Office Portfolio Companion Loan Holder, relating to the relative rights of the holder of the Fenley Office Portfolio Mortgage Loan and the Fenley Office Portfolio Companion Loan Holder, as the same may be amended from time to time in accordance with the terms thereof.
 
Fenley Office Portfolio Companion Loan”:  With respect to the Fenley Office Portfolio Whole Loan, the related promissory note made by the related Mortgagor and secured by the Fenley Office Portfolio Mortgage and designated as promissory note A-1, which is not included in the Trust and is pari passu in right of payment with the Fenley Office Portfolio Mortgage Loan to the extent set forth in the related Loan Documents and as provided in the Fenley Office Portfolio Co-Lender Agreement.
 
Fenley Office Portfolio Companion Loan Holder”:  The holder of the Fenley Office Portfolio Companion Loan.
 
 
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Fenley Office Portfolio Mortgage”:  The Mortgage securing the Fenley Office Portfolio Mortgage Loan and the Fenley Office Portfolio Companion Loan.
 
Fenley Office Portfolio Mortgage Loan”:  With respect to the Fenley Office Portfolio Whole Loan, the Mortgage Loan included in the Trust and identified on the Mortgage Loan Schedule as Fenley Office Portfolio, which is designated as promissory note A-2 and is pari passu in right of payment with the Fenley Office Portfolio Companion Loan to the extent set forth in the related Loan Documents and as provided in the Fenley Office Portfolio Co-Lender Agreement.
 
Fenley Office Portfolio Pooling and Servicing Agreement”:  The Other Pooling and Servicing Agreements, dated as of October 1, 2014, among Citigroup Commercial Mortgage Securities Inc., as depositor, Wells Fargo Bank, National Association, as master servicer, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer, Deutsche Bank Trust Company Americas, as trustee, Citibank, N.A., as certificate administrator, and Park Bridge Lender Services LLC, as operating advisor, governing the creation of the Fenley Office Portfolio Securitization Trust and the issuance of securities backed by the assets of such Fenley Office Portfolio Securitization Trust.
 
Fenley Office Portfolio Securitization Trust”:  The Citigroup Commercial Mortgage Trust 2014-GC25, which holds the Fenley Office Portfolio Companion Loan.
 
Fenley Office Portfolio Whole Loan”:  The Fenley Office Portfolio Mortgage Loan, together with the Fenley Office Portfolio Companion Loan, each of which is secured by the Fenley Office Portfolio Mortgage.  References herein to the Fenley Office Portfolio Whole Loan shall be construed to refer to the aggregate indebtedness secured under the Fenley Office Portfolio Mortgage.
 
Final Asset Status Report”:  With respect to any Specially Serviced Loan, each related Asset Status Report, together with such other data or supporting information provided by the applicable Special Servicer to the Operating Advisor, the Controlling Class Representative, or any related Companion Loan Holder (or its Companion Loan Holder Representative), in each case, which does not include any communication (other than the related Asset Status Report) between such Special Servicer, the Controlling Class Representative, and/or any related Companion Loan Holder (or its Companion Loan Holder Representative), with respect to such Specially Serviced Loan; provided that no Asset Status Report shall be considered to be a Final Asset Status Report unless, prior to the occurrence and continuance of a Control Termination Event, the Controlling Class Representative has either finally approved of and consented to the actions proposed to be taken in connection therewith, or has exhausted all of its rights of approval and consent pursuant to this Agreement or has been deemed to have approved or consented to such action or unless the Asset Status Report is otherwise implemented by the applicable Special Servicer in accordance with this Agreement.
 
Final Recovery Determination”:  With respect to any defaulted Mortgage Loan or Serviced Whole Loan that is a Specially Serviced Loan or REO Mortgage Loan, as the case may be, a determination that there has been a receipt of all of the Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds, REO Proceeds and other payments and
 
 
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recoveries that the applicable Special Servicer, or the applicable Other Special Servicer with respect to each Non-Serviced Mortgage Loan that is a “Specially Serviced Loan” (as such term or any analogous term is defined in the applicable Other Pooling and Servicing Agreement) or any related REO Property, has determined in accordance with the Servicing Standard would ultimately be recoverable; provided that with respect to each Non-Serviced Mortgage Loan, the Final Recovery Determination shall be made by the applicable Other Special Servicer in accordance with the applicable Other Pooling and Servicing Agreement.
 
FIRREA”:  The Financial Institutions Reform, Recovery and Enforcement Act, as it may be amended from time to time.
 
Fitch”:  Fitch Ratings, Inc. or its successors in interest.  If neither Fitch nor any successor remains in existence, “Fitch” shall be deemed to refer to such other nationally recognized statistical rating agency or other comparable Person designated by the Depositor, notice of which designation shall be given to the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicers and specific ratings of Fitch herein referenced shall be deemed to refer to the equivalent ratings (as reasonably determined by the Depositor) of the party so designated.
 
Five Mile”:  MC-Five Mile Commercial Mortgage Finance LLC, a Delaware limited liability company, and its successors in interest.
 
Five Mile Loan Purchase Agreement”:  The Mortgage Loan Purchase Agreement, dated as of  December 1, 2014, by and between Five Mile and the Depositor.
 
Form 8-K Disclosure Information”:  As defined in Section 10.06 of this Agreement.
 
“General Special Servicer”: LNR Partners, LLC, a Florida limited liability company or its successor in interest, or any successor Special Servicer appointed as provided herein.
 
Global Certificates”:  Any Certificate registered in the name of the Depository or its nominee.
 
Grantor Trust”:  A segregated asset pool within the Trust Fund, which at all times shall be treated as a “grantor trust” under the Grantor Trust Provisions, consisting of (i) the Class S Specific Grantor Trust Assets, beneficial ownership of which is represented by the Class S Certificates and (ii) 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 PEZ Specific Grantor Trust Assets, beneficial ownership of which is represented by the Exchangeable Certificates, as further described in this Agreement.
 
Grantor Trust Provisions”:  Subpart E of part I of subchapter J of the Code and Treasury Regulations Section 301.7701-4(c).
 
Ground Lease”:  The ground lease pursuant to which any Mortgagor holds a leasehold interest in the related Mortgaged Property.
 
 
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GSMC”:  Goldman Sachs Mortgage Company, a New York limited partnership, and its successors in interest.
 
GSMC Loan Purchase Agreement”:  The Mortgage Loan Purchase Agreement, dated as of December 1, 2014, by and between GSMC and the Depositor.
 
Hazardous Materials”:  Any dangerous, toxic or hazardous pollutants, chemicals, wastes, or substances, including, without limitation, those so identified pursuant to the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. Section 9601 et seq., or any other environmental laws now or hereafter existing, and specifically including, without limitation, asbestos and asbestos-containing materials, polychlorinated biphenyls, radon gas, petroleum and petroleum products, urea formaldehyde and any substances classified as being “in inventory,” “usable work in process” or similar classification which would, if classified as unusable, be included in the foregoing definition.
 
Holder”:  With respect to any Certificate, a Certificateholder, and with respect to any Lower-Tier Regular Interest or Class PEZ Regular Interest, the Trustee for the benefit of the Certificateholders.
 
Indemnified Party”:  As defined in Section 8.05(c) or Section 11.13(d), as applicable, of this Agreement, as the context requires.
 
Indemnifying Party”:  As defined in Section 8.05(c) or Section 11.13(d), as applicable, of this Agreement, as the context requires.
 
Independent”:  When used with respect to any specified Person, any such Person who (i) does not have any direct financial interest, or any material indirect financial interest, in any of a Mortgage Loan Seller, the Depositor, the Trustee, the Operating Advisor, the Certificate Administrator, the Master Servicer, any Special Servicer, the Controlling Class Representative, any Mortgagor, any Companion Loan Holder (or, if applicable, its Companion Loan Holder Representative) or any Affiliate thereof, and (ii) is not connected with any such Person as an officer, employee, promoter, underwriter, trustee, partner, director or Person performing similar functions; provided, however, that a Person shall not fail to be Independent of the Mortgage Loan Sellers, the Depositor, the Trustee, the Master Servicer, any Special Servicer, the Controlling Class Representative, the Operating Advisor, the Certificate Administrator, any Mortgagor, any Companion Loan Holder (or, if applicable, its Companion Loan Holder Representative) or any Affiliate thereof merely because such Person is (A) compensated for services by, or (B) the beneficial owner of 1% or less of any class of securities issued by, the Depositor, the Mortgage Loan Sellers, the Trustee, the Master Servicer, any Special Servicer, the Controlling Class Representative, the Operating Advisor, the Certificate Administrator, any Mortgagor, the Companion Loan Holder or any Affiliate thereof, as the case may be, provided that such ownership constitutes less than 1% of the total assets owned by such Person.
 
Independent Contractor”:  Either (i) any Person that would be an “independent contractor” with respect to the applicable Trust REMIC within the meaning of Code Section 856(d)(3) if such Trust REMIC were a real estate investment trust (except that the ownership tests set forth in that section shall be considered to be met by any Person that owns,
 
 
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directly or indirectly, 35% or more of any Class or 35% or more of the aggregate value of all Classes of Certificates), provided that such Trust REMIC does not receive or derive any income from such Person and the relationship between such Person and the Trust REMIC is at arm’s length, all within the meaning of Treasury Regulations Section 1.856-4(b)(5) (except neither the Master Servicer nor any Special Servicer shall be considered to be an Independent Contractor under the definition in this clause (i) unless an Opinion of Counsel (at the expense of the party seeking to be deemed an Independent Contractor) addressed to the Master Servicer, the Trustee and the Certificate Administrator has been delivered to the Trustee and the Certificate Administrator to that effect) or (ii) any other Person (including the Master Servicer and any Special Servicer) if the Master Servicer, on behalf of itself, the Trustee and the Certificate Administrator has received an Opinion of Counsel (at the expense of the party seeking to be deemed an Independent Contractor) to the effect that the taking of any action in respect of any REO Property by such Person, subject to any conditions therein specified, that is otherwise herein contemplated to be taken by an Independent Contractor will not cause such REO Property to cease to qualify as “foreclosure property” within the meaning of Code Section 860G(a)(8) (determined without regard to the exception applicable for purposes of Code Section 860D(a)) or cause any income realized in respect of such REO Property to fail to qualify as Rents from Real Property (provided that such income would otherwise so qualify).
 
Initial Purchasers”:  Goldman, Sachs & Co., Citigroup Global Markets Inc., Cantor Fitzgerald & Co., Drexel Hamilton, LLC and Wells Fargo Securities, LLC.
 
Inquiries”:  As defined in Section 4.02(a) of this Agreement.
 
Institutional Accredited Investor”:  An institutional investor which is an “accredited investor” within the meaning of paragraphs (1), (2), (3) or (7) of Rule 501(a) of Regulation D under the Securities Act or any entity in which all of the equity owners come within such paragraphs.
 
Insurance Proceeds”:  Proceeds of any fire and hazard insurance policy, title policy or other insurance policy relating to a Mortgage Loan (including any amounts paid by the Master Servicer pursuant to Section 3.07 of this Agreement).  In the case of any Non-Serviced Mortgage Loan, “Insurance Proceeds” means any portion of such proceeds received by the Trust Fund in connection with the related Non-Serviced Mortgage Loan, pursuant to the allocations set forth in the related Co-Lender Agreement.
 
Interest Accrual Amount”:  With respect to any Distribution Date and any Class of Regular Certificates (other than the Class X Certificates) and any Class PEZ Regular Interest, an amount equal to interest for the related Interest Accrual Period accrued at the Pass-Through Rate for such Class or Class PEZ Regular Interest on the related Certificate Principal Amount outstanding immediately prior to such Distribution Date.  With respect to any Distribution Date and a Class of the Class X Certificates, an amount equal to the sum of the Accrued Component Interest for the related Interest Accrual Period for all of the respective Components for such Class for such Interest Accrual Period.  Calculations of interest due in respect of the Regular Certificates and the Class PEZ Regular Interests shall be made on the basis of a 360-day year consisting of twelve 30-day months.
 
 
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Interest Accrual Period”:  With respect to any Distribution Date and any Class of Regular Certificates and any Class PEZ Regular Interest, the calendar month preceding the month in which such Distribution Date occurs.  Each Interest Accrual Period with respect to each Class of Regular Certificates and the Class PEZ Regular Interests is assumed to consist of 30 days.
 
Interest Distribution Amount”:  With respect to any Distribution Date and with respect to each Class of Regular Certificates and each Class PEZ Regular Interest, an amount equal to (A) the sum of (i) the Interest Accrual Amount with respect to such Class or Class PEZ Regular Interest for such Distribution Date and (ii) the Interest Shortfall, if any, with respect to such Class or Class PEZ Regular Interest for such Distribution Date, less (B) any Excess Prepayment Interest Shortfall allocated to such Class or Class PEZ Regular Interest on such Distribution Date pursuant to Section 4.01(j).
 
Interest Reserve Account”:  The trust account or subaccount created and maintained by the Certificate Administrator pursuant to Section 3.23 of this Agreement, which (subject to any changes in the identity of the Trustee or the Certificate Administrator) shall be entitled “U.S. Bank National Association, as Certificate Administrator, on behalf of U.S. Bank National Association, as Trustee, for the registered Holders of GS Mortgage Securities Corporation II, Commercial Mortgage Pass-Through Certificates, Series 2014-GC26, Interest Reserve Account” and which shall be an Eligible Account.
 
Interest Shortfall”:  With respect to any Distribution Date for any Class of Regular Certificates and any Class PEZ Regular Interest, the sum of (a) the portion, of the Interest Distribution Amount for such Class or Class PEZ Regular Interest remaining unpaid as of the close of business on the preceding Distribution Date, and (b) to the extent permitted by applicable law, (i) other than in the case of a Class of the Class X Certificates, one month’s interest on that amount remaining unpaid at the Pass-Through Rate applicable to such Class or Class PEZ Regular Interest for the current Distribution Date, and (ii) in the case of a Class of the Class X Certificates, one month’s interest on that amount remaining unpaid at the WAC Rate for such Distribution Date.
 
Interested Person”:  As of any date of determination, the Depositor, the Master Servicer, the applicable Special Servicer, the Operating Advisor, the Trustee, the Certificate Administrator, the Controlling Class Representative, any Mortgage Loan Seller, any Mortgagor, any holder of a related mezzanine loan, any manager of a Mortgaged Property, any Independent Contractor engaged by the applicable Special Servicer pursuant to Section 3.16 of this Agreement, or any Person actually known to a Responsible Officer of the Trustee or the Certificate Administrator to be an Affiliate of any of the preceding entities; and, with respect to a Defaulted Serviced Whole Loan, the applicable Other Depositor, the applicable Other Master Servicer, the applicable Other Special Servicer (or any independent contractor engaged by such Other Special Servicer), or the applicable Other Trustee, the related Companion Loan Holder or its Companion Loan Holder Representative, any holder of a related mezzanine loan, or any Person actually known to a Responsible Officer of the Trustee or the Certificate Administrator to be an Affiliate of any of the preceding entities.
 
 
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Investment”:  Any direct or indirect ownership interest in any security, note or other financial instrument related to the Certificates or issued or executed by a Mortgagor, a loan directly or indirectly secured by any of the foregoing or a hedging transaction (however structured) that references or relates to any of the foregoing.
 
Investment Account”:  As defined in Section 3.07(a) of this Agreement.
 
Investment Company Act”: The Investment Company Act of 1940, as it may be amended from time to time.
 
Investment Decisions”:  Investment, trading, lending or other financial decisions, strategies or recommendations with respect to Investments, whether on behalf of the Master Servicer or any Affiliate thereof, any Special Servicer or any Affiliate thereof, the Operating Advisor or any Affiliate thereof, the Certificate Administrator or any Affiliate thereof, or the Trustee or any Affiliate thereof, as applicable, or any Person on whose behalf the Master Servicer or any Affiliate thereof, any Special Servicer or any Affiliate thereof, the Operating Advisor or any Affiliate thereof, the Certificate Administrator or any Affiliate thereof, or the Trustee or any Affiliate thereof, as applicable, has discretion in connection with Investments.
 
Investor Certification”:  A certificate representing that such Person executing the certificate is a Certificateholder, the Controlling Class Representative to the extent the Controlling Class Representative is not a Certificateholder, a Beneficial Owner or a prospective purchaser of a Certificate (or any investment advisor or manager of the foregoing), a Companion Loan Holder or a Companion Loan Holder Representative and that (i) for purposes of obtaining certain information and notices (including access to information and notices on the Certificate Administrator’s Website) pursuant to this Agreement, (A) such Person is not a Mortgagor, a Manager of a Mortgaged Property, an Affiliate of any of the foregoing or an agent, principal, partner, member, joint venturer, limited partner, employee, representative, director, trustee, advisor of or investor in or of any of the foregoing and (B) except in the case of a prospective purchaser of a Certificate, a Companion Loan Holder or a Companion Loan Holder Representative, such Person has received a copy of the Prospectus Supplement and the Prospectus, substantially in the form of Exhibit M-1 to this Agreement or in the form of an electronic certification contained on the Certificate Administrator’s Website and/or (ii) for purposes of exercising Voting Rights (which does not apply to a prospective purchaser of a Certificate, a Companion Loan Holder or a Companion Loan Holder Representative), (A) such Person is not a Mortgagor, a Manager of a Mortgaged Property, an Affiliate of any of the foregoing or an agent of any Mortgagor, (B) such Person is or is not the Depositor, the Master Servicer, a Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor or an Affiliate of any of the foregoing, (C) such Person has received a copy of the Prospectus Supplement and the Prospectus, substantially in the form of Exhibit M-2 to this Agreement or in the form of an electronic certification contained on the Certificate Administrator’s Website or the Master Servicer’s website and (D) such Person agrees to keep any Privileged Information confidential and will not violate any securities laws; provided that, for purposes of clause (ii), if such Person is an Affiliate of the Depositor, the Master Servicer, any Special Servicer, the Trustee, the Certificate Administrator or the Operating Advisor, such certification shall indicate whether an Affiliate Ethical Wall exists between it and the Depositor, the Master Servicer, such Special Servicer, the Trustee, the Certificate Administrator or the Operating Advisor, as
 
 
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applicable.  The Certificate Administrator may require that Investor Certifications are resubmitted from time to time in accordance with its policies and procedures.  A holder of a mezzanine loan may only execute a physical Investor Certification (rather than an electronic certification) and will be considered an Affiliate of a Mortgagor with respect to the related Mortgage Loan upon the occurrence of an event that would permit acceleration of the mezzanine loan.  The Certificate Administrator may require that Investor Certifications be re-submitted from time to time in accordance with its policies and procedures and will be required to restrict access to the Certificate Administrator’s Website to a mezzanine lender upon notice from the applicable Special Servicer pursuant to this Agreement that an event of default has occurred under such mezzanine loan. Such Special Servicer, to the extent it has actual knowledge, shall promptly give notice to the Certificate Administrator that an event of default under a mezzanine loan has occurred in the form of Exhibit HH attached hereto or such other form as may be mutually agreed to by such Special Servicer and the Certificate Administrator.
 
Investor Q&A Forum”:  As defined in Section 4.02(a) of this Agreement.
 
Investor Registry”:  As defined in Section 4.02(a) of this Agreement.
 
IRS”:  The Internal Revenue Service.
 
KBRA”:  means Kroll Bond Rating Agency, Inc. and its successors in interest.  If neither KBRA nor any successor remains in existence, “KBRA” shall be deemed to refer to such other nationally recognized statistical rating agency or other comparable Person designated by the Depositor, notice of which designation shall be given to the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicers and specific ratings of KBRA herein referenced shall be deemed to refer to the equivalent ratings (as reasonably determined by the Depositor) of the party so designated.
 
Liquidation Event”:  With respect to any Mortgage Loan (or Serviced Whole Loan), any of the following events:  (i) such Mortgage Loan (or Serviced Whole Loan) is paid in full; (ii) a Final Recovery Determination is made with respect to such Mortgage Loan (or Serviced Whole Loan); (iii) such Mortgage Loan is repurchased or substituted for by the applicable Mortgage Loan Seller pursuant to Section 6 of the related Loan Purchase Agreement; (iv) such Mortgage Loan is purchased or otherwise acquired by the applicable Special Servicer, the Master Servicer, the Holders of the Controlling Class, Holders of the Class R Certificates or the Remaining Certificateholder pursuant to Section 9.01 of this Agreement; (v) such Mortgage Loan (or Serviced Whole Loan) is purchased by the holder of a mezzanine loan or a Serviced Companion Loan pursuant to the related intercreditor, co-lender or similar agreement; (vi) the taking of a Mortgaged Property (or portion thereof) by exercise of the power of eminent domain or condemnation; (vii) such Mortgage Loan (or Serviced Whole Loan) is purchased by another party in accordance with Section 3.17 of this Agreement; or (ix) in the case of a Non-Serviced Mortgage Loan, such Mortgage Loan is liquidated by any party pursuant to terms analogous to those set forth in the preceding clauses contained in the applicable Other Pooling and Servicing Agreement and/or the related Co-Lender Agreement.  With respect to any REO Property (and the related REO Mortgage Loan or REO Companion Loan), any of the following events:  (i) a Final Recovery Determination is made with respect to such REO Property; (ii) such REO Property is purchased or otherwise acquired by the Master Servicer, the applicable Special Servicer, Holders
 
 
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of the Controlling Class, Holders of the Class R Certificates or the Remaining Certificateholder pursuant to Section 9.01 of this Agreement; (iii) the taking of a REO Property (or portion thereof) by exercise of the power of eminent domain or condemnation; (iv) such REO Property is purchased by the holder of a mezzanine loan pursuant to the related intercreditor agreement; or (v) such REO Property is purchased by another party in accordance with Section 3.17 of this Agreement.
 
Liquidation Expenses”:  All customary, reasonable and necessary costs and expenses incurred by the Master Servicer, the applicable Special Servicer, the Certificate Administrator and the Trustee in connection with the liquidation of any Specially Serviced Loan or REO Property acquired in respect thereof or final payoff of a Corrected Mortgage Loan (including, without limitation, legal fees and expenses, committee or referee fees and, if applicable, brokerage commissions, and conveyance taxes associated with such Mortgage Loan or Mortgaged Property).
 
Liquidation Fee”:  With respect to each Specially Serviced Loan as to which the applicable Special Servicer receives a full or discounted payoff (or unscheduled partial payment to the extent such prepayment is required by such Special Servicer as a condition to a workout) from the related Mortgagor and, except as otherwise described below, with respect to any Mortgage Loan (or Serviced Whole Loan) repurchased or substituted as contemplated by Section 2.03 of this Agreement, any Specially Serviced Loan or any REO Property as to which the applicable Special Servicer receives Liquidation Proceeds, Insurance Proceeds or Condemnation Proceeds, an amount calculated by the application of the applicable Liquidation Fee Rate to the related payment or proceeds (exclusive of any portion of such payoff or proceeds that represents Penalty Charges); provided that the Liquidation Fee with respect to any related Specially Serviced Loan or REO Property shall be reduced by the amount of any Excess Modification Fees paid by or on behalf of the related Mortgagor with respect to the Specially Serviced Loan or REO Property as described in the definition of “Excess Modification Fees” in this Agreement, but only to the extent those fees have not previously been deducted from a Workout Fee or Liquidation Fee; provided, however, that, except as contemplated by the preceding proviso with respect to the offset of Excess Modification Fees and the next two (2) provisos, no Liquidation Fee will be less than $25,000; provided, further, that (a) the Liquidation Fee shall be zero with respect to any Mortgage Loan or Serviced Whole Loan or any Mortgaged Property purchased or repurchased pursuant to clauses (iii) through (v) of the first sentence of the definition of Liquidation Event (unless with respect to (A) clause (iii), the applicable Mortgage Loan Seller does not repurchase or substitute for such Mortgage Loan until after more than 120 days following its receipt of notice or discovery of a Material Breach or Material Defect, and (B) clause (v), the mezzanine loan holder does not purchase such Mortgage Loan or Serviced Whole Loan within 90 days of when the related purchase option first becomes exercisable under the related intercreditor agreement or Co-Lender Agreement, as applicable) or pursuant to clauses (ii) or (iv) of the second sentence of such definition (unless with respect to clause (iv), the mezzanine loan holder does not purchase such REO Property within 90 days of when the related purchase option first becomes exercisable) and (b) the Liquidation Fee with respect to each Mortgage Loan or REO Mortgage Loan repurchased or substituted for after more than 120 days following the Mortgage Loan Seller’s receipt of notice or discovery of a Material Breach or Material Defect shall be in an amount equal to the Liquidation Fee Rate of the outstanding principal balance of such Mortgage Loan or REO Mortgage Loan; provided, further
 
 
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that if a Mortgage Loan or Serviced Whole Loan becomes a Specially Serviced Loan only because of an event described in clause (a) of the definition of “Specially Serviced Loan” and the related payment or proceeds are received within 90 days following the related maturity date in connection with the full and final payoff or refinancing of the related Mortgage Loan or Serviced Whole Loan, the applicable Special Servicer will not be entitled to collect a Liquidation Fee, but may collect and retain appropriate fees from the related Mortgagor in connection with such liquidation.
 
Liquidation Fee Rate”:  A rate equal to the lesser of (a) such rate as would result in a Liquidation Fee of $1,000,000 and (b) 1.0% with respect to each Mortgage Loan (other than a Non-Serviced Mortgage Loan)  repurchased or substituted as contemplated by Section 2.03 of this Agreement, each Specially Serviced Loan and each REO Property, provided, however, that except as contemplated in the definition of “Liquidation Fee”, no Liquidation Fee will be less than $25,000.
 
Liquidation Proceeds”:  The amount (other than Insurance Proceeds and Condemnation Proceeds) received in connection with a Liquidation Event.
 
Loan Agreement”:  With respect to any Mortgage Loan or Serviced Whole Loan, the loan agreement, if any, between the related originator(s) and the Mortgagor, pursuant to which such Mortgage Loan or Serviced Whole Loan, as applicable, was made.
 
Loan Documents”:  With respect to any Mortgage Loan or Serviced Whole Loan, the documents executed or delivered in connection with the origination or any subsequent modification of such Mortgage Loan or Serviced Whole Loan or subsequently added to the related Mortgage File.
 
Loan Number”:  With respect to any Mortgage Loan, the loan number by which such Mortgage Loan was identified on the books and records of the Depositor or any Sub-Servicer for the Depositor, as set forth in the Mortgage Loan Schedule.
 
Loan Purchase Agreement”:  The Five Mile Loan Purchase Agreement, the GSMC Loan Purchase Agreement, the CGMRC Loan Purchase Agreement, the SMF Loan Purchase Agreement and/or the CCRE Loan Purchase Agreement, as applicable.
 
Loan Seller Defeasance Rights and Obligations”:  As defined in Section 3.09(d)(i) of this Agreement.
 
Loan-to-Value Ratio”:  With respect to any Mortgage Loan or Whole Loan, as of any date of determination, the fraction, expressed as a percentage, the numerator of which is the then unpaid principal balance of such Mortgage Loan or Whole Loan, as applicable, and the denominator of which is the Appraised Value of the related Mortgaged Property as determined by an Appraisal thereof.
 
Lock-Box Account”:  With respect to any Mortgaged Property, if applicable, any account created pursuant to any documents relating to a Mortgage Loan or Serviced Whole Loan to receive rental or other income generated by the Mortgaged Property.  Any Lock-Box Account shall be beneficially owned for federal income tax purposes by the Person who is entitled to
 
 
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receive the reinvestment income or gain thereon in accordance with the terms and provisions of the related Mortgage Loan or Serviced Whole Loan and Section 3.07 of this Agreement, which Person shall be taxed on all reinvestment income or gain thereon.
 
Lock-Box Agreement”:  With respect to any Mortgage Loan or Serviced Whole Loan, the lock-box or other similar agreement, if any, between the related originator(s) and the Mortgagor, pursuant to which the related Lock-Box Account, if any, may have been established.
 
Lower-Tier Distribution Account”:  The account or accounts created and maintained as a separate account (or separate sub-account within the same account as the Upper-Tier Distribution Account) or accounts by the Certificate Administrator pursuant to Section 3.05(b) of this Agreement, which (subject to any changes in the identity of the Trustee or the Certificate Administrator) shall be entitled “U.S. Bank National Association, as Certificate Administrator, on behalf of U.S. Bank National Association, as Trustee, for the benefit of the registered Holders of GS Mortgage Securities Corporation II, Commercial Mortgage Pass-Through Certificates, Series 2014-GC26, Lower-Tier Distribution Account” and which must be an Eligible Account.  The Lower-Tier Distribution Account shall be an asset of the Lower-Tier REMIC.
 
Lower-Tier Principal Balance”:  The principal amount of any Lower-Tier Regular Interest outstanding as of any date of determination.  As of the Closing Date, the Lower-Tier Principal Balance of each Lower-Tier Regular Interest shall equal the Original Lower-Tier Principal Balance as set forth in the Preliminary Statement hereto.  On each Distribution Date, the Lower-Tier Principal Balance of each Lower-Tier Regular Interest shall be permanently reduced by all distributions of principal deemed to have been made in respect of such Lower-Tier Regular Interest on such Distribution Date pursuant to Section 4.01(a)(ii) of this Agreement, and shall be further reduced on such Distribution Date by all Realized Losses deemed to have been allocated thereto on such Distribution Date pursuant to Section 4.01(e) of this Agreement, and increased on any Distribution Date (as and to the extent provided in the penultimate sentence of the first paragraph of Section 4.01(f) of this Agreement), such that at all times the Lower-Tier Principal Balance of a Lower-Tier Regular Interest shall equal the Certificate Principal Amount of the Corresponding Certificates.
 
Lower-Tier Regular Interests”:  The Class LA-1, Class LA-2, Class LA-3, Class LA-4, Class LA-5, Class LA-AB, Class LA-S, Class LB, Class LC, Class LD, Class LE, Class LF, Class LG and Class LH Interests.
 
Lower-Tier REMIC”:  A segregated asset pool within the Trust Fund consisting of the Mortgage Loans (other than the CCRE Strip and the Excess Interest), any related REO Property (or a beneficial interest in the applicable portion of the “REO Property” under the applicable Other Pooling and Servicing Agreement related to any Non-Serviced Mortgage Loan) acquired in respect thereof and all proceeds of such REO Property, other property of the Trust Fund related thereto and amounts held in respect thereof from time to time in the Collection Account, any Serviced Whole Loan Custodial Account, the Interest Reserve Account and the related REO Account; and amounts held from time to time in the Lower-Tier Distribution Account and the Excess Liquidation Proceeds Reserve Account, in each case excluding amounts
 
 
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allocable to the Companion Loans and any interest or other income earned on such amounts allocable to the Companion Loans, the CCRE Strip and Excess Interest.
 
Lower-Tier Residual Interest”:  The sole class of “residual interests”, within the meaning of Code Section 860G(a)(2), in the Lower-Tier REMIC and evidenced by the Class R Certificates.
 
MAI”:  Member of the Appraisal Institute.
 
Major Decision”:  Collectively:
 
(a)           any proposed or actual foreclosure upon or comparable conversion (which may include acquisitions of an REO Property) of the ownership of properties securing such of the Mortgage Loans and/or Serviced Whole Loan as come into and continue in default;
 
(b)           any modification, consent to a modification or waiver of a monetary term (other than Penalty Charges) or material non-monetary term (including, without limitation, the timing of payments and acceptance of discounted payoffs but excluding waiver of Penalty Charges) of a Mortgage Loan or Serviced Whole Loan or any extension of the Maturity Date of any Mortgage Loan or Serviced Whole Loan;
 
(c)           any sale of a Defaulted Mortgage Loan or REO Property (other than in connection with the termination of the Trust Fund) for less than the applicable Purchase Price (excluding the amount described in clause (f) of the definition of “Purchase Price”);
 
(d)           any determination to bring an REO Property into compliance with applicable environmental laws or to otherwise address Hazardous Materials located at an REO Property;
 
(e)           any release of collateral or any acceptance of substitute or additional collateral for a Mortgage Loan or Serviced Whole Loan, or any consent to either of the foregoing, other than immaterial condemnation actions and other similar takings or if otherwise required pursuant to the specific terms of the related Mortgage Loan or Serviced Whole Loan and for which there is no lender discretion;
 
(f)            any waiver of a “due-on-sale” or “due-on-encumbrance” clause with respect to a Mortgage Loan or Serviced Whole Loan or, if lender consent is required, any consent to such waiver or consent to a transfer of the Mortgaged Property or interests in the Mortgagor or consent to the incurrence of additional debt, other than any such transfer or incurrence of debt as may be effected without the consent of the lender under the related loan agreement or related to an immaterial easement, right of way or similar agreement;
 
(g)          any property management company changes or franchise changes (in each case, to the extent the lender is required to consent or approve under the Loan Documents);
 
 
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(h)           releases of any escrow accounts, reserve accounts or letters of credit held as performance or “earn-out” escrows or reserves other than those required pursuant to the specific terms of the related Mortgage Loan or Serviced Whole Loan and for which there is no lender discretion;
 
(i)            any acceptance of an assumption agreement or any other agreement permitting transfers of interests in a Mortgagor or guarantor releasing a Mortgagor or guarantor from liability under a Mortgage Loan or Serviced Whole Loan other than pursuant to the specific terms of such Mortgage Loan or Serviced Whole Loan and for which there is no lender discretion;
 
(j)            the determination of the applicable Special Servicer pursuant to clause (b) or clause (c) of the definition of “Specially Serviced Loan”;
 
(k)           following a default or an event of default with respect to a Mortgage Loan or Serviced Whole Loan, any acceleration of such Mortgage Loan or Serviced Whole Loan, as the case may be, or initiation of judicial, bankruptcy or similar proceedings under the related Loan Documents or with respect to the related Mortgagor or Mortgaged Property;
 
(l)            any modification, waiver or amendment of an intercreditor agreement, Co-Lender Agreement or similar agreement with any mezzanine lender or subordinate debt holder related to a Mortgage Loan or Serviced Whole Loan, or an action to enforce rights with respect thereto, in each case, in a manner that materially and adversely affects the Holders of the Control Eligible Certificates;
 
(m)          any determination of an Acceptable Insurance Default;
 
(n)           any proposed modification or waiver of any material provision in the related Loan Documents governing the type, nature or amount of insurance coverage required to be obtained and maintained by the related Mortgagor; and
 
(o)           any approval of any casualty insurance settlements or condemnation settlements, and any determination to apply casualty proceeds or condemnation awards to the reduction of the debt rather than to the restoration of the Mortgaged Property.
 
Manager”:  With respect to any Mortgage Loan or Serviced Whole Loan, any property manager for the related Mortgaged Properties.
 
Master Servicer”:  Wells Fargo Bank, National Association, a national banking association, or its successor in interest, or any successor Master Servicer appointed as herein provided.
 
Master Servicer Remittance Date”:  With respect to any Distribution Date, the Business Day immediately preceding such Distribution Date.
 
 
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Master Servicer Servicing Personnel”:  The divisions and individuals of the Master Servicer who are involved in the performance of the duties of the Master Servicer under this Agreement.
 
Material Breach”:  As defined in Section 2.03(a) of this Agreement.
 
Material Document Defect”:  As defined in Section 2.03(a) of this Agreement.
 
Maturity Date”:  With respect to each Mortgage Loan, the maturity date as set forth on the Mortgage Loan Schedule; and with respect to each Companion Loan, the Maturity Date for the related Mortgage Loan.
 
Modification Fees”:  With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan, if applicable, any and all fees collected from the related Mortgagor with respect to a modification, extension, waiver or amendment that modifies, extends, amends or waives any term of the related Loan Documents (as evidenced by a signed writing) agreed to by the Master Servicer or the applicable Special Servicer, other than (a) any Assumption Fees, Consent Fees or assumption application fees and (b) any fee in connection with a defeasance of such Mortgage Loan (or Serviced Whole Loan).
 
Modified Asset”:  Any Mortgage Loan or any Serviced Whole Loan as to which any Servicing Transfer Event has occurred and which has been modified by the applicable Special Servicer pursuant to Section 3.24 of this Agreement in a manner that:
 
(a)           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 such Mortgage Loan or Serviced Whole Loan);
 
(b)           except as expressly contemplated by the related Loan Documents, results in a release of the lien of the related 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 Mortgagor and upon which such Special Servicer may conclusively rely); or
 
(c)           in the reasonable, good faith judgment of the applicable Special Servicer, otherwise materially impairs the security for such Mortgage Loan or Serviced Whole Loan or materially reduces the likelihood of timely payment of amounts due thereon.
 
Monthly Payment”:  With respect to any Mortgage Loan or Serviced Companion Loan, as applicable (other than any REO Mortgage Loan or REO Serviced Companion Loan) and any Due Date, the scheduled monthly payment of principal (if any) and interest at the related Mortgage Loan Rate, which is payable by the related Mortgagor on such Due Date under the related Note or Notes.  The Monthly Payment with respect to (i) an REO Mortgage Loan or REO Serviced Companion Loan, (ii) any Mortgage Loan or Serviced Companion Loan that is delinquent at its respective Maturity Date and with respect to which the applicable Special Servicer has not entered into an extension or (iii) any ARD Loan after the related Anticipated
 
 
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Repayment Date, is the monthly payment that would otherwise have been payable on the related Due Date had the related Note not been discharged or the related Maturity Date or Anticipated Repayment Date had not been reached, as the case may be, determined as set forth in the preceding sentence and on the assumption that all other amounts, if any, due thereunder are paid when due.  The Monthly Payment for any Serviced Whole Loan is the aggregate Monthly Payment for the related Mortgage Loan and Serviced Companion Loan.
 
Moody’s”:  Moody’s Investors Service, Inc. and its successors in interest.  If neither Moody’s Investors Service, Inc. nor any successor remains in existence, “Moody’s” shall be deemed to refer to such other nationally recognized statistical rating agency or other comparable Person designated by the Depositor, notice of which designation shall be given to the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicers and specific ratings of Moody’s herein referenced shall be deemed to refer to the equivalent ratings (as reasonably determined by the Depositor) of the party so designated.
 
Morningstar”:  Morningstar Credit Ratings, LLC, or any of its successors in interest, assigns, and/or changed entity name or designation resulting from any acquisition by Morningstar, Inc. or other similar entity of Morningstar Credit Ratings, LLC.  If neither Morningstar Credit Ratings, LLC nor any successor remains in existence, “Morningstar” shall be deemed to refer to such other nationally recognized statistical rating agency or other comparable Person designated by the Depositor, notice of which designation shall be given to the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicers and specific ratings of Morningstar herein referenced shall be deemed to refer to the equivalent ratings (as reasonably determined by the Depositor) of the party so designated.
 
Mortgage”:  The mortgage, deed of trust or other instrument creating a first lien on or first priority ownership interest in a Mortgaged Property securing the Note(s) evidencing a Mortgage Loan or Serviced Whole Loan.
 
Mortgage File”:  With respect to any Mortgage Loan or the related Serviced Whole Loan, subject to Section 2.01(b), collectively the following documents:
 
(1)           (A) the original executed Note for such Mortgage Loan, endorsed (without recourse, representation or warranty, express or implied) to the order of “U.S. Bank National Association, not in its individual capacity but solely as Trustee, for the benefit of the registered Holders of GS Mortgage Securities Corporation II, Commercial Mortgage Pass-Through Certificates, Series 2014-GC26” or in blank, and further showing a complete, unbroken chain of endorsement from the originator (if such originator is not the applicable Mortgage Loan Seller) (or, alternatively, if the original executed Note has been lost, a lost note affidavit and indemnity with a copy of such Note), and (B) in the case of a Serviced Whole Loan, a copy of the executed Note for the related Companion Loan;
 
(2)           an original or copy of the Mortgage, together with originals or copies of any and all intervening assignments thereof, in each case (unless the particular item has not been returned from the applicable recording office) with evidence of recording indicated thereon or certified by the applicable recorder’s office;
 
 
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(3)           an original or copy of any related Assignment of Leases (if such item is a document separate from the Mortgage), together with originals or copies of any and all intervening assignments thereof, in each case (unless the particular item has not been returned from the applicable recording office) with evidence of recording indicated thereon or certified by the applicable recorder’s office;
 
(4)           an original executed assignment, in recordable form (except for missing 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 “U.S. Bank National Association, not in its individual capacity but solely as Trustee, for the benefit of the registered Holders of GS Mortgage Securities Corporation II, Commercial Mortgage Pass-Through Certificates, Series 2014-GC26 [and the holder of the related Companion Loan, as their interests may appear]” or a copy of such assignment (if the related Mortgage Loan Seller or its designee, rather than the Trustee or Certificate Administrator, is responsible for the recording thereof);
 
(5)           an original or copy of the assignment of all unrecorded documents relating to the Mortgage Loan, in favor of “U.S. Bank National Association, not in its individual capacity but solely as Trustee, for the benefit of the registered Holders of GS Mortgage Securities Corporation II, Commercial Mortgage Pass-Through Certificates, Series 2014-GC26 [and the holder of the related Companion Loan, as their interests may appear]”;
 
(6)           originals or copies of final written modification agreements in those instances where the terms or provisions of the Note for such Mortgage Loan (or, if applicable, any Note of a Serviced Whole Loan) or the related Mortgage have been modified, in each case (unless the particular item has not been returned from the applicable recording office) with evidence of recording indicated thereon if the instrument being modified is a recordable document;
 
(7)           the original or a copy of the policy or certificate of lender’s title insurance issued in connection with such Mortgage Loan or the related Serviced Whole Loan (or, if such policy has not been issued, a “marked-up” pro forma title policy marked as binding and countersigned by the title insurer or its authorized agent, or an irrevocable, binding commitment to issue such title insurance policy);
 
(8)           an original or copy of the related Ground Lease relating to such Mortgage Loan (or the related Serviced Whole Loan, if applicable), if any, and any ground lessor estoppel;
 
(9)           an original or copy of the related Loan Agreement, if any;
 
(10)         an original of any guaranty under such Mortgage Loan or the related Serviced Whole Loan, if any;
 
(11)         an original or copy of the lock box agreement or cash management agreement relating to such Mortgage Loan or the related Serviced Whole Loan, if any;
 
 
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(12)         an original or copy of the environmental indemnity from the related Mortgagor, if any;
 
(13)         an original or copy of the related escrow agreement and the related security agreement (in each case, if such item is a document separate from the Mortgage) and, if applicable, the originals or copies of any intervening assignments thereof;
 
(14)         an original assignment of the related security agreement (if such item is a document separate from the Mortgage and if such item is not included in the assignment described in clause (5)), in favor of “U.S. Bank National Association, not in its individual capacity but solely as Trustee, for the benefit of the registered Holders of GS Mortgage Securities Corporation II, Commercial Mortgage Pass-Through Certificates, Series 2014-GC26 [and the holder of the related Companion Loan, as their interests may appear]”;
 
(15)         any filed copies (bearing evidence of filing) or evidence of filing of any UCC financing statements in favor of the originator of such Mortgage Loan or the related Whole Loan or in favor of any assignee prior to the Trustee, and an original UCC-3 assignment thereof, in form suitable for filing, in favor of the Trustee (or, in each case, a copy thereof, certified to be the copy of such assignment submitted or to be submitted for filing);
 
(16)         in the case of any Mortgage Loan or the related Serviced Whole Loan as to which there exists a related mezzanine loan, the original or a copy of the related intercreditor agreement;
 
(17)         an original or copy of any related environmental insurance policy;
 
(18)         a copy of any letter of credit relating to such Mortgage Loan or the related Whole Loan and any related assignment thereof (with the original to be delivered to the Master Servicer);
 
(19)         copies of any franchise agreement, property management agreement or hotel management agreement and related comfort letters (together with (i) copies of any notices of transfer that are necessary to transfer or assign to the Trust or the Trustee the benefits of such comfort letter or (ii) if the related comfort letter contemplates that a request be made of the related franchisor to issue a replacement comfort letter for the benefit of the Trust or Trustee, a copy of the notice requesting the issuance of such replacement comfort letter (the copy of such notice shall be delivered by the related Mortgage Loan Seller to the Custodian for inclusion in the Mortgage File within the time period set forth in the last paragraph of Section 2.01(b)) and/or estoppel letters relating to such Mortgage Loan or the related Serviced Whole Loan and any related assignment thereof; and
 
(20)         in the case of a Whole Loan, an original or a copy of the related Co-Lender Agreement.
 
provided that, whenever the term “Mortgage File” is used to refer to documents actually received by the Certificate Administrator or a Custodian appointed thereby, such term shall not be deemed
 
 
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to include such documents and instruments required to be included therein unless they are actually so received.
 
Notwithstanding anything to the contrary contained herein, with respect to each Non-Serviced Mortgage Loan, the preceding document delivery requirements with respect to clauses (2) through (20) above shall be met by the delivery by the applicable Mortgage Loan Seller to the Custodian of a copy of each of the documents specified above (other than with respect to the documents specified in clause (1)).
 
Mortgage Loan”:  Each of the mortgage loans transferred and assigned to the Trustee pursuant to Section 2.01 and from time to time held in the Trust Fund, the mortgage loans originally so transferred, assigned and held being identified on the Mortgage Loan Schedule as of the Cut-Off Date.  Such term shall include any Specially Serviced Loan, REO Mortgage Loan or defeased Mortgage Loan and each Non-Serviced Mortgage Loan but not the Companion Loans.
 
Mortgage Loan Rate”:  With respect to any Mortgage Loan (including an REO Mortgage Loan) or Serviced Companion Loan (including an REO Serviced Companion Loan), the per annum rate at which interest accrues (or, if and while it is an REO Mortgage Loan or REO Companion Loan, is deemed to accrue) on such Mortgage Loan or Serviced Companion Loan, as the case may be, as stated in the related Note or Co-Lender Agreement, in each case without giving effect to the Default Rate, Excess Interest or the Revised Rate with respect to any Mortgage Loan or any related note(s) held by any Companion Loan Holder, as the case may be.
 
Mortgage Loan Schedule”:  The list of Mortgage Loans included in the Trust Fund as of the Closing Date being attached hereto as Exhibit B, which list shall set forth the following information with respect to each Mortgage Loan:
 
(i)        the Loan Number;
 
(ii)      the street address (including city, state and zip code) and name of the related Mortgaged Property;
 
(iii)      the Cut-Off Date Balance;
 
(iv)      the original Mortgage Loan Rate;
 
(v)       the (A) remaining term to stated maturity and (B) Stated Maturity Date;
 
(vi)      in the case of a Balloon Mortgage Loan, the remaining amortization term;
 
(vii)     the Servicing Fee Rate (separately identifying any primary servicing fee rate or subservicing fee rate included in the Servicing Fee Rate, and in the case of a Serviced Whole Loan, separately identifying the Servicing Fee Rate applicable to the related Serviced Companion Loan in such Serviced Whole Loan, and in the case of a Non-Serviced Mortgage Loan, separately identifying the primary servicing fee rate payable to the applicable Other Master Servicer);
 
 
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(viii)    the Mortgage Loan Seller(s);
 
(ix)      whether the Mortgage Loan is cross-collateralized and the cross-collateralized group it belongs to;
 
(x)       whether the Mortgage Loan is an ARD Loan;
 
(xi)      the Anticipated Repayment Date, if applicable;
 
(xii)     the Revised Rate, if applicable; and
 
(xiii)    whether such Mortgage Loan is part of a Serviced Whole Loan, in which case the information required by clauses (iii), (iv), (v) and (vi) above shall also be set forth for the Companion Loan in the related Serviced Whole Loan.
 
Mortgage Loan Seller”:  Each of GSMC, CGMRC, SMF, Five Mile and CCRE, and their respective successors in interest.
 
Mortgage Loan Seller Sub-Servicer”:  A Sub-Servicer required to be retained by the Master Servicer by a Mortgage Loan Seller, as listed on Exhibit S to this Agreement, or any successor thereto.
 
Mortgage Pool”:  All of the Mortgage Loans and any successor REO Mortgage Loans, collectively.  The Mortgage Pool does not include the Companion Loans or any related REO Companion Loans.
 
Mortgaged Property”:  The underlying property securing a Mortgage Loan and the related Companion Loan, including any REO Property (including with respect to a Non-Serviced Mortgage Loan), consisting of a fee simple estate, and, with respect to certain Mortgage Loans and the related Companion Loans, a leasehold estate, or both a leasehold estate and a fee simple estate, or a leasehold estate in a portion of the property and a fee simple estate in the remainder, in a parcel of land improved by a commercial property, together with any personal property, fixtures, leases and other property or rights pertaining thereto.
 
Mortgagor”:  The obligor or obligors on a Note and the related note(s) in favor of a Companion Loan Holder(s), including, without limitation, any Person that has acquired the related Mortgaged Property and assumed the obligations of the original obligor under such Note and the related note(s) in favor of a Companion Loan Holder(s).
 
Mortgagor Accounts”:  As defined in Section 3.07(a) of this Agreement.
 
Net Condemnation Proceeds”:  The Condemnation Proceeds received with respect to any Mortgage Loan or Serviced Companion Loan (including an REO Mortgage Loan or REO Serviced Companion Loan) net of the amount of (i) costs and expenses incurred with respect thereto and (ii) amounts required to be applied to the restoration or repair of the related Mortgaged Property.
 
 
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Net Insurance Proceeds”:  Insurance Proceeds, to the extent such proceeds are not to be applied to the restoration of the related Mortgaged Property or released to the Mortgagor in accordance with the express requirements of the Mortgage or Note or other Loan Documents included in the Mortgage File or in accordance with the Servicing Standard, or with respect to the environmental insurance policy, applied to pay any costs, expenses, penalties, fines or similar items.
 
Net Liquidation Proceeds”:  The Liquidation Proceeds received with respect to any Mortgage Loan or Serviced Whole Loan (including an REO Mortgage Loan or REO Companion Loan) net of the amount of Liquidation Expenses incurred with respect thereto.
 
Net Mortgage Loan Rate”:  With respect to any Mortgage Loan (including any REO Mortgage Loan), a per annum rate equal to the Mortgage Loan Rate for such Mortgage Loan minus the related Administrative Cost Rate and, in the case of the Mortgage Loans that are part of the CCRE Strip Pool, minus the CCRE Strip Rate.  Notwithstanding the foregoing, if any Mortgage Loan does not accrue interest on the basis of a 360-day year consisting of twelve 30-day months, then, for purposes of calculating Pass-Through Rates and the WAC Rate, the Net Mortgage Loan Rate of such Mortgage Loan for any one-month period preceding a related Due Date shall be the annualized rate at which interest would have to accrue in respect of such Mortgage Loan on the basis of a 360-day year consisting of twelve 30-day months in order to produce the aggregate amount of interest actually accrued (exclusive of Default Interest and Excess Interest) in respect of such Mortgage Loan during such one-month period at a per annum rate equal to the related Mortgage Loan Rate minus the related Administrative Cost Rate and, in the case of the Mortgage Loans that are part of the CCRE Strip Pool, minus the CCRE Strip Rate; provided, however, that, for purposes of calculating Pass-Through Rates and the WAC Rate, with respect to each Mortgage Loan that accrues interest on the basis of a 360-day year and the actual number of days during each one-month interest accrual period, (i) the Net Mortgage Loan Rate for the one-month period preceding the Due Dates in January and February in any year which is not a leap year and in February in any year which is a leap year (unless, in either case, the related Distribution Date is the final Distribution Date), shall be determined net of any Withheld Amounts and (ii) the Net Mortgage Loan Rate for the one-month period preceding the Due Date in March shall be determined taking into account the addition of any such Withheld Amounts.  Also notwithstanding the foregoing, for purposes of calculating Pass-Through Rates and the WAC Rate, the Net Mortgage Loan Rate of any Mortgage Loan shall be determined without regard to any modification, waiver or amendment of the terms of such Mortgage Loan, whether agreed to by the applicable Special Servicer or an Other Special Servicer or resulting from a bankruptcy, insolvency or similar proceeding involving the related Mortgagor, and without regard to the related Mortgaged Property becoming an REO Property.
 
Net Operating Income”:  With respect to any Mortgaged Property, for any Mortgagor’s fiscal year end, Net Operating Income will be calculated in accordance with the standard definition of “Net Operating Income” approved from time to time endorsed and put forth by CREFC®.
 
Net REO Proceeds”:  With respect to each REO Property and any related REO Mortgage Loan or REO Companion Loan, REO Proceeds with respect to such REO Property, REO Mortgage Loan or REO Companion Loan (other than the proceeds of a liquidation
 
 
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thereof) net of any insurance premiums, taxes, assessments, ground rents and other costs and expenses permitted to be paid therefrom pursuant to Section 3.16(b) of this Agreement.
 
New Lease”:  Any lease of REO Property entered into on behalf of the Trust Fund, including any lease renewed or extended on behalf of the Trust Fund, if the Trust Fund has the right to renegotiate the terms of such lease.
 
Nonrecoverable Advance”:  Any Nonrecoverable P&I Advance or Nonrecoverable Property Advance.  Workout-Delayed Reimbursement Amounts shall constitute a Nonrecoverable Advance only when the Person making such determination in accordance with the procedures specified in Sections 3.20 and 4.06, the definition of Nonrecoverable P&I Advance or the definition of Nonrecoverable Property Advance, as applicable, and taking into account factors such as all other outstanding Advances, either (a) has determined that such Workout-Delayed Reimbursement Amounts, would not ultimately be recoverable from late collections or any other recovery on or in respect of the related Mortgage Loan or Serviced Whole Loan or REO Mortgage Loan or REO Whole Loan, 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.
 
Nonrecoverable P&I Advance”:  With respect to any Mortgage Loan, any P&I Advance previously made or proposed to be made in respect of such Mortgage Loan or a related REO Mortgage Loan by the Master Servicer or the Trustee, which P&I Advance such party or the applicable Special Servicer has determined pursuant to and in accordance with Section 4.06 of this Agreement, would not or will not be ultimately recoverable from late payments, Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds, or any other recovery on or in respect of such Mortgage Loan or a related REO Mortgage Loan, as the case may be.
 
Nonrecoverable Property Advance”:  Any Property Advance (including any Emergency Advance) previously made or proposed to be made in respect of a Mortgage Loan, Whole Loan or REO Property by the Master Servicer, the applicable Special Servicer (with respect to any Emergency Advance) or the Trustee, or in the case of the Non-Serviced Mortgage Loans, any comparable advance made by the Other Master Servicer, Other Special Servicer (with respect to any Emergency Advance) or Other Trustee which Property Advance (or other comparable advance) such party or the applicable Special Servicer has determined pursuant to and in accordance with Section 3.20 of this Agreement, in accordance with the Servicing Standard (or, with respect to the Trustee, its good faith business judgment), will not be ultimately recoverable from late payments, Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds, or any other recovery on or in respect of such Mortgage Loan, Whole Loan or REO Property, as the case may be.  Any Property Advance (including any Emergency Advance) that is not required to be repaid by the related Mortgagor under the terms of the related Loan Documents shall be deemed to be a Nonrecoverable Advance for purposes of the Master Servicer’s, the applicable Special Servicer’s or the Trustee’s entitlement to reimbursement for such Advance.  The determination as to the recoverability of any servicing advance previously made or proposed to be made with respect to any Non-Serviced Mortgage Loan shall be made by the Other Master Servicer or Other Special Servicer, as the case may be, pursuant to the Other
 
 
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Pooling and Servicing Agreement, and any such determination so made shall be conclusive and binding upon the Trust and the Certificateholders.
 
Non-Book Entry Certificates”:  As defined in Section 5.02(c)(iii) of this Agreement.
 
Non-Reduced Certificates”:  As of any date of determination, any Class of Certificates (other than the Class R, Class S and Class X Certificates) then outstanding for which (a)(1) the initial Certificate Principal Amount of such Class of Certificates minus (2) the sum (without duplication) of (x) the aggregate payments of principal (whether as principal prepayments or otherwise) previously distributed to the Holders of such Class of Certificates, (y) any Appraisal Reduction Amounts allocated to such Class of Certificates as of such date of determination and (z) any Realized Losses previously allocated to such Class of Certificates as of such date of determination, is equal to or greater than (b) 25% of the remainder of (i) the initial Certificate Principal Amount of such Class of Certificates less (ii) any payments of principal (whether as principal prepayments or otherwise) previously distributed to the Holders of that Class of Certificates as of such date of determination; provided that for purposes of this definition, the Class A-S Certificates and the Class PEZ Component A-S will be considered as if they together constitute a single “Class” of Certificates, the Class B Certificates and the Class PEZ Component B will be considered as if they together constitute a single “Class” of Certificates, the Class C Certificates and the Class PEZ Component C will be considered as if they together constitute a single “Class” of Certificates, and the Class PEZ Certificates will be Non-Reduced Certificates only with respect to each Class PEZ Component that is part of a Class of Non-Reduced Certificates determined as described in this proviso.
 
Non-Serviced Companion Loan”:  The Fenley Office Portfolio Companion Loan and the Bank of America Plaza Companion Loan, as applicable.
 
Non-Serviced Companion Loan Holder”:  The holder of a Non-Serviced Companion Loan.
 
Non-Serviced Mortgage Loan”:  The Fenley Office Portfolio Mortgage Loan and the Bank of America Plaza Mortgage Loan, as applicable.
 
Non-Serviced Whole Loan”:  The Fenley Office Portfolio Whole Loan and the Bank of America Plaza Whole Loan, as applicable (in each case, which shall include any successor REO Mortgage Loan or successor REO Companion Loan).
 
Non-U.S. Beneficial Ownership Certification”:  As defined in Section 5.03(f) of this Agreement.
 
Non-U.S. Tax Person”:  A person other than a U.S. Tax Person.
 
Note”:  With respect to any Mortgage Loan or Companion Loan as of any date of determination, the note or other evidence of indebtedness and/or agreements evidencing the indebtedness of a Mortgagor under such Mortgage Loan or Companion Loan, as the case may be, including any amendments or modifications, or any renewal or substitution notes, as of such date.
 
 
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Notice of Termination”:  Any of the notices given to the Certificate Administrator by the Master Servicer, the Depositor or any Holder of a Class R Certificate pursuant to Section 9.01(c).
 
Notional Amount”:  For any date of determination, (a) with respect to the Class X-A Certificates, the Class X-A Notional Amount, (b) with respect to the Class X-B Certificates, the Class X-B Notional Amount, (c) with respect to the Class X-C Certificates, the Class X-C Notional Amount, (d) with respect to the Class X-D Certificates, the Class X-D Notional Amount and (e) with respect to each Component, the applicable Component Notional Amount.
 
NRSRO”:  A nationally recognized statistical rating organization within the meaning of Section 3(a)(62) of the Exchange Act.
 
OCC”:  The Office of the Comptroller of Currency, and its successors in interest.
 
Offering Circular”:  The offering circular dated November 24, 2014, relating to the Private Certificates (other than the Class S Certificates).
 
Officer’s Certificate”:  With respect to any Person, a certificate signed by an authorized officer of such Person or, in the case of the Master Servicer or any Special Servicer, a Servicing Officer, and delivered to the Depositor, the Trustee, the Certificate Administrator, the Master Servicer or such Special Servicer, as the case may be.
 
Operating Advisor”:  Pentalpha Surveillance LLC, a Delaware limited liability company, or its successor in interest, or any successor Operating Advisor appointed as herein provided.
 
Operating Advisor Annual Report”:  As defined in Section 3.29(d)(ii) of this Agreement.
 
Operating Advisor Consulting Fee”:  A fee for each Major Decision on which the Operating Advisor has consultation rights equal to the lesser of (a) $10,000 or (b) the amount as the related Mortgagor agrees to pay with respect to any Mortgage Loan (or Serviced Whole Loan, as applicable), payable pursuant to Section 3.06(a) of this Agreement; provided, however, no such fee shall be payable unless paid by the related Mortgagor; provided, further that the Operating Advisor may in its sole discretion reduce the Operating Advisor Consulting Fee with respect to any Major Decision; provided, further that the Master Servicer or the applicable Special Servicer, as applicable, may waive or reduce the amount of any Operating Advisor Consulting Fee payable by the related Mortgagor if it determines that such full or partial waiver is in accordance with the Servicing Standard (provided that the Master Servicer or such Special Servicer, as applicable, shall consult with the Operating Advisor prior to any such waiver or reduction).
 
Operating Advisor Fee”:  With respect to each Mortgage Loan (including any Non-Serviced Mortgage Loan) and any Distribution Date, an amount accrued during the related Interest Accrual Period at the applicable Operating Advisor Fee Rate on the Stated Principal Balance of such Mortgage Loan as of the close of business on the Distribution Date in such
 
 
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Interest Accrual Period; provided that such amounts shall be computed for the same period and on the same interest accrual basis respecting which any related interest payment due or deemed due on the related Mortgage Loan is computed and shall be prorated for partial periods.  Such fee shall be in addition to, and not in lieu of, any other fee or other sum payable to the Operating Advisor under this Agreement.  For the avoidance of doubt, the Operating Advisor Fee shall be payable from the Lower-Tier REMIC.
 
Operating Advisor Fee Rate”:  With respect to each Interest Accrual Period, a rate equal to 0.00135% per annum.
 
Operating Advisor Surveillance Personnel”:  The divisions and individuals of the Operating Advisor who are involved in the performance of the duties of the Operating Advisor under this Agreement.
 
Operating Advisor Standard”:  As defined in Section 3.29(b) of this Agreement.
 
Operating Advisor Termination Event”:  As defined in Section 7.06(a) of this Agreement.
 
Opinion of Counsel”:  A written opinion of counsel, who may, without limitation, be counsel for the Depositor, the Operating Advisor, any Special Servicer or the Master Servicer, as the case may be, reasonably acceptable to the Trustee and the Certificate Administrator, except that any opinion of counsel relating to (a) qualification of a Trust REMIC or the imposition of tax under the REMIC Provisions on any income or property of any such Trust REMIC, (b) compliance with the REMIC Provisions (including application of the definition of “Independent Contractor”), (c) qualification of the Grantor Trust as a grantor trust or (d) a resignation of the Master Servicer or any Special Servicer pursuant to Section 6.04, must be an opinion of counsel who is Independent of the Depositor, any Special Servicer and the Master Servicer.
 
Opting-Out Party”:  A defined in Section 6.09(h) of this Agreement.
 
Original Lower-Tier Principal Balance”:  With respect to any Lower-Tier Regular Interest, the initial principal balance thereof as of the Closing Date, in each case as specified in the Preliminary Statement.
 
Other Certificate Administrator”:  With respect to each Non-Serviced Mortgage Loan, the certificate administrator under the applicable Other Pooling and Servicing Agreement.
 
Other Depositor”:  With respect to any Other Securitization Trust, the related “depositor” (within the meaning of Item 1101(e) of Regulation AB).
 
Other Exchange Act Reporting Party”:  With respect to any Other Securitization Trust that is subject to the reporting requirements of the Exchange Act, the trustee, certificate administrator, master servicer, special servicer or depositor under the related Other Pooling and Servicing Agreement that is responsible for the preparation and/or filing of Form 8-K, Form 10-D and Form 10-K with respect to such Other Securitization Trust, as identified in writing to the parties to this Agreement; and, with respect to any Other Securitization Trust that is not subject
 
 
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to the reporting requirements of the Exchange Act, the trustee, certificate administrator, master servicer, special servicer or depositor under the related Other Pooling and Servicing Agreement that is responsible for the preparation and/or dissemination of periodic distribution date statements or similar reports, as identified in writing to the parties to this Agreement.
 
Other Master Servicer”:  With respect to each Non-Serviced Mortgage Loan, the master servicer under the applicable Other Pooling and Servicing Agreement.
 
Other Operating Advisor”:  With respect to each Non-Serviced Mortgage Loan, the operating advisor under the applicable Other Pooling and Servicing Agreement.
 
Other Paying Agent”:  With respect to each Non-Serviced Mortgage Loan, the paying agent under the applicable Other Pooling and Servicing Agreement.
 
Other Pooling and Servicing Agreement”:  The pooling and servicing agreement or other comparable agreement governing the creation of any Other Securitization Trust and the issuance of securities backed by the assets of such Other Securitization Trust.
 
Other Securitization Trust”:  Any “issuing entity” (within the meaning of Item 1101(f) of Regulation AB) that holds a Companion Loan or REO Companion Loan (or any portion thereof or interest therein), as identified in writing to the parties to this Agreement.
 
Other Special Servicer”:  With respect to each Non-Serviced Mortgage Loan, the special servicer under the applicable Other Pooling and Servicing Agreement.
 
Other Trustee”:  With respect to each Non-Serviced Mortgage Loan, the trustee under the applicable Other Pooling and Servicing Agreement.
 
Overlapping Fee Interest”:  In the case of a Mortgage Loan secured in whole or in part by a Ground Lease, the related fee interest in the real property underlying such Ground Lease that has also been pledged to secure such Mortgage Loan.
 
Ownership Interest”:  Any record or beneficial interest in a Class R Certificate.
 
P&I Advance”:  As to any Mortgage Loan (including the Non-Serviced Mortgage Loans and any REO Mortgage Loan), any advance made by the Master Servicer or the Trustee pursuant to Section 4.06 of this Agreement.  Each reference to the payment or reimbursement of a P&I Advance shall be deemed to include, whether or not specifically referred to but without duplication, payment or reimbursement of interest thereon at the Advance Rate to but excluding the date of payment or reimbursement.
 
Pass-Through Rate”:  Each of the Class A-1 Pass-Through Rate, the Class A-2 Pass-Through Rate, the Class A-3 Pass-Through Rate, the Class A-4 Pass-Through Rate, the Class A-5 Pass-Through Rate, the Class A-AB Pass-Through Rate, the Class X-A Pass-Through Rate, the Class X-B Pass-Through Rate, the Class X-C Pass-Through Rate, the Class X-D Pass-Through Rate, the Class A-S Pass-Through Rate, the Class A-S Regular Interest Pass-Through Rate, the Class B Pass-Through Rate, the Class B Regular Interest Pass-Through Rate, the Class C Pass-Through Rate, the Class C Regular Interest Pass-Through Rate, the Class D
 
 
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Pass-Through Rate, the Class E Pass-Through Rate, the Class F Pass-Through Rate, the Class G Pass-Through Rate and the Class H Pass-Through Rate.  The Class PEZ Certificates will not have a Pass-Through Rate, but will be entitled to receive the sum of the interest distributable on the Class PEZ Components.  The Class R Certificates and the Class S Certificates do not have Pass-Through Rates.
 
Paying Agent”:  The paying agent appointed pursuant to Section 5.06 of this Agreement.
 
Penalty Charges”:  With respect to any Mortgage Loan or Serviced Whole Loan (or successor REO Mortgage Loan or successor REO Serviced Companion Loan), any amounts actually collected thereon from the Mortgagor that represent default charges, penalty charges, late fees and/or Default Interest, subject to any allocation provisions of any related Co-Lender Agreement and excluding any amounts allocable to a Serviced Companion Loan or Non-Serviced Companion Loan pursuant to the related Co-Lender Agreement and excluding any Excess Interest.
 
Percentage Interest”:  As to any Certificate, the percentage interest evidenced thereby in distributions required to be made with respect to the related Class.  With respect to any Certificate (other than a Class R or Class S Certificate), the percentage interest is equal to the initial denomination as of the Closing Date of such Certificate divided by the initial Certificate Principal Amount or Notional Amount, as applicable, of such Class of Certificates.  With respect to any Class R Certificate or any Class S Certificate, the percentage interest is set forth on the face thereof.  For these purposes on any date of determination, the “initial denomination as of the Closing Date” of any Exchangeable Certificate received in an exchange shall be determined as if such Certificate was part of the related Class on the Closing Date, the “initial denomination as of the Closing Date” of any Exchangeable Certificate surrendered in an exchange shall be determined as if such Certificate was not part of the related Class on the Closing Date and the initial Certificate Principal Amount of the related Class of Exchangeable Certificates shall be determined as if such Class consisted only of the Certificates composing the Class on that date of determination and such Certificates had been outstanding as of the Closing Date.
 
Performing Party”:  As defined in Section 10.11 of this Agreement.
 
Permitted Investments”:  Any one or more of the following obligations or securities payable on demand or having a scheduled maturity on or before the Business Day preceding the date upon which such funds are required to be drawn (provided that funds invested by the Certificate Administrator in Permitted Investments managed or advised by the Certificate Administrator may (or, as and when contemplated under Section 3.07(c), shall) mature on the Distribution Date) and a maximum maturity of 365 days, regardless of whether issued by the Depositor, the Master Servicer, the Trustee, the Certificate Administrator 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:
 
(i)        obligations of, or obligations fully guaranteed as to payment of principal and interest by, the United States or any agency or instrumentality thereof; provided such obligations are backed by the full faith and credit of the
 
 
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United States of America including, without limitation, obligations of:  the U.S. Treasury (all direct or fully guaranteed obligations), the Farmers Home Administration (certificates of beneficial ownership), the General Services Administration (participation certificates), the U.S. Maritime Administration (guaranteed Title XI financing), the Small Business Administration (guaranteed participation certificates and guaranteed pool certificates), the U.S. Department of Housing and Urban Development (local authority bonds) and the Washington Metropolitan Area Transit Authority (guaranteed transit bonds); provided, however, that the investments described in this clause must (A) have a predetermined fixed dollar of principal due at maturity that cannot vary or change, (B) if such investments have a variable rate of interest, such interest rate must be tied to a single interest rate index plus a fixed spread (if any) and must move proportionately with that index, and (C) such investments must not be subject to liquidation prior to their maturity;
 
(ii)       Federal Housing Administration debentures;
 
(iii)      obligations of the following United States government sponsored agencies:  Federal Home Loan Mortgage Corp. (debt obligations), the Farm Credit System (consolidated system wide bonds and notes), the Federal Home Loan Banks (consolidated debt obligations), the Federal National Mortgage Association (debt obligations), the Financing Corp. (debt obligations), and the Resolution Funding Corp. (debt obligations); provided, however, that the investments described in this clause must (A) have a predetermined fixed dollar amount of principal due at maturity that cannot vary or change, (B) if such investments have a variable rate of interest, such interest rate must be tied to a single interest rate index plus a fixed spread (if any) and must move proportionately with that index, and (C) such investments must not be subject to liquidation prior to their maturity;
 
(iv)      federal funds, unsecured certificates of deposit, time or similar deposits, bankers’ acceptances and repurchase agreements of any bank, (A) if it has a term of three months or less, (1) the short-term obligations of which are rated in the highest short-term debt rating category of Fitch,  DBRS and KBRA and (2) the short-term obligations of which are rated in the highest short-term rating category by Moody’s or the long-term obligations of which are rated at least “A2” by Moody’s, (B) if it has a term of more than three months and not in excess of six months, the short-term obligations of which are rated in the highest short-term rating category by each Rating Agency and the long-term obligations of which are rated at least “Aa3” by Moody’s and (C) if it has a term of more than six months, the short-term obligations of which are rated in the highest short-term rating category by each Rating Agency and the long-term  obligations of which are rated “Aaa” by Moody’s (or, in the case of any such Rating Agency as set forth in clauses (A) through (C) above, such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency); provided, however, that the investments described in this clause must (A) have a predetermined fixed dollar amount of principal due at maturity that cannot vary or change, (B) if such
 
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investments have a variable rate of interest, such interest rate must be tied to a single interest rate index plus a fixed spread (if any) and must move proportionately with that index, and (C) such investments must not be subject to liquidation prior to their maturity;
 
(v)      demand and time deposits in, or certificates of deposit of, or bankers’ acceptances issued by, any bank or trust company, savings and loan association or savings bank, (A) if it has a term of three months or less, (1) the short-term obligations of which are rated in the highest short-term debt rating category of Fitch, DBRS and KBRA and (2) the short-term obligations of which are rated in the highest short-term rating category by Moody’s or the long-term obligations of which are rated at least “A2” by Moody’s, (B) if it has a term of more than three months and not in excess of six months, the short-term obligations of which are rated in the highest short-term rating category by each Rating Agency and the long-term obligations of which are rated at least “Aa3” by Moody’s and (C) if it has a term of more than six months, the short-term obligations of which are rated in the highest short-term rating category by each Rating Agency and the long-term  obligations of which are rated “Aaa” by Moody’s (or, in the case of any such Rating Agency as set forth in clauses (A) through (C) above, such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency); provided, however, that the investments described in this clause must (A) have a predetermined fixed dollar amount of principal due at maturity that cannot vary or change, (B) if such investments have a variable rate of interest, such interest rate must be tied to a single interest rate index plus a fixed spread (if any) and must move proportionately with that index, and (C) such investments must not be subject to liquidation prior to their maturity;
 
(vi)     debt obligations, (A) if it has a term of three months or less, (1) the short-term obligations of which are rated in the highest short-term debt rating category of Fitch, DBRS and KBRA and (2) the short-term obligations of which are rated in the highest short-term rating category by Moody’s or the long-term obligations of which are rated at least “A2” by Moody’s, (B) if it has a term of more than three months and not in excess of six months, the short-term obligations of which are rated in the highest short-term rating category by each Rating Agency and the long-term obligations of which are rated at least “Aa3” by Moody’s and (C) if it has a term of more than six months, the short-term obligations of which are rated in the highest short-term rating category by each Rating Agency and the long-term  obligations of which are rated at least “Aaa” by Moody’s (or, in the case of any such Rating Agency as set forth in clauses (A) through (C) above, such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency); provided, however, that the investments described in this clause must (A) have a predetermined fixed dollar amount of principal due at maturity that cannot vary or change, (B) if such investments have a variable rate of interest, such interest rate must be tied to a single interest rate index plus a fixed spread (if any) and must move proportionately with that index, and (C) such investments must not be subject to liquidation prior to their maturity;
 
 
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(vii)    commercial paper (including both non-interest bearing discount obligations and interest bearing obligations payable on demand or on a specified date not more than one year after the date of issuance thereof), (A) if it has a term of one month or less, the short-term obligations of which are rated at least “F1” by Fitch and “P-1” by Moody’s (or, in the case of Moody’s, the long-term obligations of which are rated at least “A2” by Moody’s) and in the highest short-term debt rating category of KBRA and DBRS; (B) if it has a term of more than one month and not in excess of three months, (1) the short-term debt obligations of which are rated at least “F1+” by Fitch (or “F1” by Fitch, if the long-term debt obligations of which are rated at least “AA-” by Fitch), (2) the short-term debt obligations of which are rated at least “P-1” by Moody’s or the long-term obligations of which are rated at least “A2” by Moody’s and (3) the short-term debt obligations of which are rated in the highest short-term debt rating category by KBRA and DBRS; (C) if it has a term of more than three months and not in excess of six months, (1) the short-term debt obligations of which are rated at least “F1+” by Fitch (or “F1” by Fitch, if the long-term debt obligations of which are rated at least “AA-” by Fitch), (2) the short-term debt obligations of which are rated at least “P-1” by Moody’s and the long-term debt obligations of which are rated at least “Aa3” by Moody’s and (3) the short-term debt obligations of which are rated in the highest short-term rating category by KBRA and DBRS; and (D) if it has a term of more than six months, (1) the short-term debt obligations of which are rated at least “F1+” by Fitch (or “F1” by Fitch, if the long-term debt obligations of which are rated at least “AA-” by Fitch), (2) the short-term debt obligations of which are rated at least “P-1” by Moody’s and the long-term debt obligations of which are rated at least “Aaa” by Moody’s and (3) the short-term debt obligations of which are rated in the highest short-term rating category by KBRA and DBRS (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); provided, however, that the investments described in this clause must (A) have a predetermined fixed dollar of principal due at maturity that cannot vary or change, (B) if such investments have a variable rate of interest, such interest rate must be tied to a single interest rate index plus a fixed spread (if any) and must move proportionately with that index, and (C) such investments must not be subject to liquidation prior to their maturity;
 
(viii)   the Wells Fargo Advantage Heritage Money Market Fund or any other money market fund (in each case, the “Fund”) so long as the Fund is rated by Fitch and Moody’s in its highest money market fund ratings category (or, if not rated by either such Rating Agency, otherwise acceptable to such Rating Agency and KBRA, as confirmed in a Rating Agency Confirmation);
 
(ix)      any other demand, money market or time deposit, demand obligation or any other obligation, security or investment with respect to which Rating Agency Confirmation has been obtained from each Rating Agency; and
 
 
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(x)       such other demand, money market or time deposit, demand obligation or any other obligation, security or investment that, but for the failure to satisfy one or more of the minimum rating(s) set forth in the applicable clause, would be listed in clauses (i) – (ix) above, with respect to which a Rating Agency Confirmation has been obtained from each Rating Agency for which the minimum ratings set forth in the applicable clause is not satisfied with respect to such demand, money market or time deposit, demand obligation or any other obligation, security or investment;
 
provided, however, that such instrument continues to qualify as a “cash flow investment” pursuant to Code Section 860G(a)(6) earning a passive return in the nature of interest and that no instrument or security shall be a Permitted Investment if (i) such instrument or security evidences a right to receive only interest payments, (ii) the right to receive principal and interest payments derived from the underlying investment provides a yield to maturity in excess of 120% of the yield to maturity at par of such underlying investment, (iii) the rating for such instrument or security includes an “r” designation or (iv) if such instrument may be redeemed at a price below the purchase price; and provided, further, that no amount beneficially owned by the Upper-Tier REMIC or the Lower-Tier REMIC (even if not yet deposited in the Trust) may be invested in investments (other than money market funds) treated as equity interests for federal income tax purposes, unless the Master Servicer receives an Opinion of Counsel, at the expense of the party directing such Permitted Investment, to the effect that such investment will not adversely affect the status of the Upper-Tier REMIC or the Lower-Tier REMIC.  Permitted Investments that are subject to prepayment or call may not be purchased at a price in excess of par.
 
Notwithstanding the foregoing, to the extent that the Loan Documents with respect to a particular Mortgage Loan require the funds in the related Mortgagor Accounts to be invested in investments other than those itemized in clauses (i) through (ix) above, the Master Servicer shall invest the funds in such Mortgagor Accounts in accordance with the terms of the related Loan Documents.
 
For purposes of any condition set forth above, to the effect that any investment or the issuer thereof must have a minimum rating by KBRA or DBRS, as applicable, such condition shall be deemed to be waived if such investment or the issuer thereof, as applicable, is not rated by KBRA or DBRS, as applicable.
 
Permitted Special Servicer/Affiliate Fees”:  Any commercially reasonable treasury management fees, banking fees, title insurance and/or other insurance commissions and fees, title agency 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, Companion Loan or REO Property, in each case, in accordance with Article III of this Agreement.
 
Permitted Transferee”:  With respect to a Class R Certificate, any Person or agent of such Person other than (a) a Disqualified Organization, (b) any other Person so designated by the Certificate Registrar who is unable to provide an Opinion of Counsel (provided at the expense of such Person or the Person requesting the transfer) to the effect that the transfer of an ownership interest in any Class R Certificate to such Person will not cause either Trust
 
 
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REMIC to fail to qualify as a REMIC at any time that the Certificates are outstanding, (c) a Disqualified Non-U.S. Tax Person, (d) an entity treated as a U.S. partnership if any of its partners, directly or indirectly (other than through a U.S. corporation) is (or is permitted to be under the partnership agreement) a Disqualified Non-U.S. Tax Person or (e) a U.S. Tax Person with respect to which income from a Class R Certificate is attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of the transferee or any other U.S. Tax Person.
 
Person”:  Any individual, corporation, limited liability company, partnership, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.
 
Plan”:  As defined in Section 5.03(m) of this Agreement.
 
Pool Special Servicer”: As defined in Section 6.08(i) of this Agreement.
 
Prepayment Assumption”:  The assumption that there will be zero prepayments with respect to the Mortgage Loans; provided that it is assumed that each Mortgage Loan with an Anticipated Repayment Date prepays on such date.
 
Prepayment Interest Excess”:  With respect to any Distribution Date, for each Mortgage Loan that was subject to a Principal Prepayment in full or in part during the related Prepayment Period, which Principal Prepayment was applied to such Mortgage Loan after the Due Date in such Prepayment Period, the amount of interest (net of the related Servicing Fee and any related Excess Interest and/or Default Interest and, in the case of the Mortgage Loans that are part of the CCRE Strip Pool, net of the CCRE Strip) that accrued for such Mortgage Loan on the amount of such Principal Prepayment during the period commencing on the date after such Due Date and ending on the date as of which such Principal Prepayment was applied to the unpaid principal balance of the Mortgage Loan, inclusive, to the extent collected from the related Mortgagor (exclusive of any related Yield Maintenance Charge or related Excess Interest and/or Default Interest that may have been collected).
 
Prepayment Interest Shortfall”:  With respect to any Distribution Date, for each Mortgage Loan that was subject to a Principal Prepayment in full or in part during any Prepayment Period, which Principal Prepayment was applied to such Mortgage Loan prior to the Due Date in such Prepayment Period, the amount of interest net of the related Servicing Fee and any related Excess Interest and/or Default Interest and, in the case of the Mortgage Loans that are part of the CCRE Strip Pool, net of interest accrued at the CCRE Strip Rate) to the extent not collected from the related Mortgagor, that would have accrued on such Mortgage Loan on the amount of such Principal Prepayment during the period commencing on the date as of which such Principal Prepayment was applied to the unpaid principal balance of the Mortgage Loan and ending on the day immediately preceding such Due Date, inclusive.
 
Prepayment Period”:  With respect to any Distribution Date, the period beginning the day after the Determination Date in the month immediately preceding the month in which such Distribution Date occurs (or on the Cut-Off Date, in the case of the first Distribution
 
 
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Date) through and including the Determination Date immediately preceding such Distribution Date.
 
Prime Rate”:  The “Prime Rate” as published in the “Money Rates” section of The Wall Street Journal, Eastern edition (or, if such section or publication is no longer available, such other comparable publication as determined by the Certificate Administrator in its reasonable discretion) as may be in effect from time to time, or, if the “Prime Rate” no longer exists, such other comparable rate (as determined by the Certificate Administrator in its reasonable discretion) as may be in effect from time to time.  The Certificate Administrator shall notify in writing the Master Servicer with regard to any determination of the Prime Rate in accordance with the parenthetical in the preceding sentence.
 
Principal Distribution Amount”:  For any Distribution Date will be equal to the sum, without duplication, of:
 
(A)             the Scheduled Principal Distribution Amount for such Distribution Date;
 
(B)              the Unscheduled Payments of the Mortgage Loans (including the REO Mortgage Loans) received during the related Prepayment Period (or, in the case of the Non-Serviced Mortgage Loans, by the business day immediately preceding the related Master Servicer Remittance Date); and
 
(C)              the Principal Shortfall, if any, for such Distribution Date;
 
provided that the Principal Distribution Amount for any Distribution Date shall be reduced by the amount of any reimbursements of (i) Nonrecoverable Advances (including any servicing advance with respect to a Non-Serviced Mortgage Loan under the related Other PSA reimbursed out of general collections on the Mortgage Loans) plus interest on such Nonrecoverable Advances that are paid or reimbursed from principal collections on the Mortgage Loans (including the REO Mortgage Loans) in a period during which such principal collections would have otherwise been included in the Principal Distribution Amount for such Distribution Date and (ii) Workout-Delayed Reimbursement Amounts that were paid or reimbursed from principal collections on the Mortgage Loans (including the REO Mortgage Loans) in a period during which such principal collections would have otherwise been included in the Principal Distribution Amount for such Distribution Date (provided that, in the case of clause (i) and (ii) above, if any of the amounts that were reimbursed from principal collections on the Mortgage Loans (including the REO Mortgage Loans) for a prior Distribution Date are subsequently recovered on the related Mortgage Loan (including an REO Mortgage Loan), such recovery will increase the Principal Distribution Amount for the Distribution Date related to the applicable Prepayment Period in which such recovery occurs).
 
The principal component of the amounts set forth above shall be determined in accordance with Section 1.02 hereof.
 
Principal Prepayment”:  Any payment of principal made by a Mortgagor on a Mortgage Loan or Serviced Whole Loan which is received in advance of its scheduled Due Date and which is not accompanied by an amount of interest representing the full amount of scheduled
 
 
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interest due on any date or dates in any month or months subsequent to the month of prepayment other than any amount paid in connection with the release of the related Mortgaged Property through defeasance.
 
Principal Shortfall”:  For any Distribution Date, the amount, if any, by which (i) the Principal Distribution Amount for the preceding Distribution Date exceeds (ii) the aggregate amount actually distributed with respect to principal on the Certificates on such preceding Distribution Date in respect of such Principal Distribution Amount.
 
Private Certificates”:  The Class X-C, Class X-D, Class D, Class E, Class F Class G, Class H, Class R and Class S Certificates.
 
Privileged Information”:  Any (i) correspondence or other communications between the Controlling Class Representative (and, in the case of a Serviced Whole Loan, the related Companion Loan Holder (or its Companion Loan Holder Representative)) and the applicable Special Servicer related to any Specially Serviced Loan or the exercise of the consent or consultation rights of the Controlling Class Representative under this Agreement and/or a Companion Loan Holder (or, if applicable, its Companion Loan Holder Representative or other designee) under the related Co-Lender Agreement, (ii) strategically sensitive information that the applicable Special Servicer has reasonably determined could compromise the Trust Fund’s position in any ongoing or future negotiations with the related Mortgagor or other interested party, and (iii) information subject to attorney-client privilege.
 
Privileged Information Exception”:  With respect to any Privileged Information, at any time (a) such Privileged Information becomes generally available and known to the public other than as a result of a disclosure directly or indirectly by the party restricted from disclosing such Privileged Information (the “Restricted Party”), (b) it is reasonable and necessary for the Restricted Party to disclose such Privileged Information in working with legal counsel, auditors, taxing authorities or other governmental agencies, (c) such Privileged Information was already known to such Restricted Party and not otherwise subject to a confidentiality obligation and/or (d) the Restricted Party is (in the case of the Master Servicer, a Special Servicer, the Operating Advisor, the Certificate Administrator, any affected Companion Loan Holder and the Trustee, as evidenced by an Opinion of Counsel (which shall be an Additional Trust Fund Expense) delivered to each of the Master Servicer, the Special Servicers, the Controlling Class Representative, the Operating Advisor, the Certificate Administrator and the Trustee) required by law, rule, regulation, order, judgment or decree to disclose such information.
 
Privileged Person”:  The Depositor, the Underwriters, the Initial Purchasers, the Master Servicer, the Special Servicers, the Controlling Class Representative (but only for so long as a Consultation Termination Event has not occurred and is not continuing), any Companion Loan Holder that delivers an Investor Certification, the Trustee, the Certificate Administrator, the Operating Advisor, the Mortgage Loan Sellers, a designee of the Depositor and any Person who provides the Certificate Administrator with an Investor Certification, which Investor Certification may be submitted electronically via the Certificate Administrator’s Website; provided that in no event will a Mortgagor, manager of a Mortgaged Property, an affiliate of a Mortgagor, an affiliate of a manager of a Mortgaged Property, principal, partner, member, joint
 
 
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venture, limited partner, employee, representative, director, advisor or investor in any of the foregoing or an agent of any Mortgagor be considered a Privileged Person.
 
Property Advance”:  As to any Mortgage Loan (other than a Non-Serviced Mortgage Loan), Serviced Whole Loan or REO Property, any advance made by the Master Servicer, the applicable Special Servicer (with respect to any Emergency Advance) or the Trustee in respect of Property Protection Expenses, together with all other customary, reasonable and necessary “out of pocket” costs and expenses (including attorneys’ fees and fees and expenses of real estate brokers) incurred by the Master Servicer, such Special Servicer or the Trustee in connection with the servicing and administration of a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan, if a default is imminent thereunder or a default, delinquency or other unanticipated event has occurred with respect thereto, or in connection with the administration of any REO Property, including, but not limited to, the cost of (a) compliance with the obligations of the Master Servicer, the applicable Special Servicer or the Trustee, if any, set forth in Sections 2.03, 3.04 and 3.07 of this Agreement, (b) the preservation, insurance, restoration, protection and management of a Mortgaged Property, (c) obtaining any Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds, (d) any enforcement or judicial proceedings with respect to a Mortgaged Property, including foreclosures, (e) any Appraisal or any other appraisal or update thereof expressly permitted or required to be obtained hereunder and (f) the operation, management, maintenance and liquidation of any REO Property; provided that, notwithstanding anything to the contrary, “Property Advances” shall not include allocable overhead of the Master Servicer, the applicable Special Servicer or the Trustee, such as costs for office space, office equipment, supplies and related expenses, employee salaries and related expenses and similar internal costs and expenses, or costs and expenses incurred by any such party in connection with its purchase of any Mortgage Loan or REO Property pursuant to any provision of this Agreement or an intercreditor agreement.  Each reference to the payment or reimbursement of a Property Advance shall be deemed to include, whether or not specifically referred to, payment or reimbursement of interest thereon at the Advance Rate from and including the date of the making of such Advance to but excluding the date of payment or reimbursement.
 
Property Protection Expenses”:  Any costs and expenses incurred by the Master Servicer, the applicable Special Servicer or the Trustee pursuant to Sections 3.04, 3.07, 3.10(f), 3.10(g) and 3.17(b) or indicated herein as being a cost or expense of the Lower-Tier REMIC to be advanced by the Master Servicer or the Trustee, as applicable.
 
Prospectus”:  The prospectus dated September 8, 2014, relating to the Public Certificates.
 
Prospectus Supplement”:  The prospectus supplement dated November 24, 2014, relating to the Public Certificates.
 
Public Certificates”:  The Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class X-A, Class X-B, Class A-S, Class B, Class PEZ and Class C Certificates.
 
Public Documents”:  As defined in Section 4.02(a) of this Agreement.
 
 
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Public Global Certificates”:  A Global Certificate relating to a Class of Public Certificates.
 
Purchase Price”:  With respect to any Mortgage Loan (or REO Property), a price equal to the following:  (a) the outstanding principal balance of such Mortgage Loan (or the related REO Mortgage Loan) as of the date of purchase; plus (b) all accrued and unpaid interest on the principal balance of such Mortgage Loan (or the related REO Mortgage Loan), other than Excess Interest or Default Interest, at the related Mortgage Loan Rate  in effect from time to time through the Due Date in the Collection Period of purchase; plus (c) all related unreimbursed Property Advances (including any Property Advances and Advance Interest Amounts that were reimbursed out of general collections on the Mortgage Loans) (or, in the case of any Non-Serviced Mortgage Loan, the pro rata portion of any comparable amounts allocable to such Mortgage Loan and payable with respect thereto pursuant to the related Co-Lender Agreement); plus (d) all accrued and unpaid Advance Interest Amounts in respect of related Advances (or, in the case of any Non-Serviced Mortgage Loan, all comparable amounts with respect to P&I Advances related to such Non-Serviced Mortgage Loan and, with respect to outstanding Property Advances, the pro rata portion of any comparable amounts payable with respect thereto pursuant to the related Co-Lender Agreement); plus (e) any unpaid Special Servicing Fees and any other unpaid Additional Trust Fund Expenses outstanding or previously incurred in respect of the related Mortgage Loan (or, in the case of any Non-Serviced Mortgage Loan, the pro rata portion of any comparable amounts allocable to such Mortgage Loan and payable with respect thereto pursuant to the related Co-Lender Agreement); plus (f) if such Mortgage Loan is being purchased by a Mortgage Loan Seller pursuant to Section 6 of the related Loan Purchase Agreement, all expenses incurred or to be incurred by the Master Servicer, the applicable Special Servicer, the Depositor, the Certificate Administrator and the Trustee in respect of the Breach or Document Defect giving rise to the repurchase or substitution obligation (to the extent not otherwise included in the amount described in clause (c) above) and, if the applicable Mortgage Loan Seller repurchases or substitutes for such Mortgage Loan more than 120 days following the earlier of the responsible party’s discovery or receipt of notice of the subject Material Breach or Material Document Defect, as the case may be, a Liquidation Fee.  With respect to any REO Property that relates to a Serviced Whole Loan, the Purchase Price for the Trust Fund’s interest in such REO Property shall be the amount calculated in accordance with the first sentence of this definition in respect of the related REO Mortgage Loan and, solely for purposes of calculating fair prices under the final sentence of Section 3.17(k) of this Agreement, such amount shall be calculated as if the REO Mortgage Loan consisted of the REO Mortgage Loan and the related REO Companion Loan, if applicable.
 
Qualified Bidder”:  As defined in Section 7.01(b) of this Agreement.
 
Qualified Institutional Buyer”:  A “qualified institutional buyer” within the meaning of Rule 144A.
 
Qualified Insurer”:  As used in Sections 3.08 and 5.10 of this Agreement, in the case of (i) all policies not referred to in clause (ii) below, an insurance company or security or bonding company qualified to write the related insurance policy in the relevant jurisdiction and whose claims paying ability is rated at least “A” by Fitch (or, if not rated by Fitch, an equivalent rating such as that listed above by at least two NRSROs (which may include S&P, DBRS,
 
 
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Moody’s and/or A.M. Best)), at least “A(low)” by DBRS and at least “A3” by Moody’s (or, if not rated by Moody’s, at least “A” by S&P (or, if not rated by S&P, an equivalent rating by (A) at least two NRSROs (which may include S&P, A.M. Best, KBRA and/or Fitch) or (B) one NRSRO (which may include KBRA and/or Fitch) and A.M. Best Company)) or (ii) in the case of the fidelity bond and the errors and omissions insurance required to be maintained pursuant to Section 3.08(c) of this Agreement, a company that shall have a claim paying ability rated at least as follows by at least one of the following NRSROs: “A (low)” by DBRS (or, if not rated by DBRS, an equivalent rating such as that listed above by at least two NRSROs (which may include S&P, KBRA, Fitch, and/or AM Best)), “A-” by S&P, “A3” by Moody’s, “A-” by Fitch or “A:X” by A.M. Best, or, in the case of clause (i) or clause (ii) above, such other rating as to which the Master Servicer or the applicable Special Servicer, as applicable, has received a Rating Agency Confirmation from the applicable Rating Agency.
 
Qualified Mortgage”:  A Mortgage Loan that is a “qualified mortgage” within the meaning of Code Section 860G(a)(3) (but without regard to the rule in Treasury Regulations Section 1.860G-2(f)(2) that treats a defective obligation as a qualified mortgage, or any substantially similar successor provision).
 
Qualified Substitute Mortgage Loan”:  A mortgage loan that must, on the date of substitution:  (i) have an outstanding principal balance, after application of all scheduled payments of principal and interest due during or prior to the month of substitution, whether or not received, not in excess of the Stated Principal Balance of the deleted Mortgage Loan as of the Due Date in the calendar month during which the substitution occurs; (ii) have a Mortgage Loan Rate not less than the Mortgage Loan Rate of the deleted Mortgage Loan; (iii) have the same Due Date as and grace period no longer than that of the deleted Mortgage Loan; (iv) accrue interest on the same basis as the deleted Mortgage Loan (for example, on the basis of a 360-day year consisting of twelve 30-day months); (v) have a remaining term to stated maturity not greater than, and not more than two years less than, the remaining term to stated maturity of the deleted Mortgage Loan; (vi) have a then-current loan-to-value ratio equal to or less than the lesser of (a) the loan-to-value ratio of the deleted Mortgage Loan as of the Cut-Off Date and (b) 75%, in each case using the “value” for the Mortgaged Property as determined using an Appraisal; (vii) comply (except in a manner that would not be adverse to the interests of the Certificateholders) as of the date of substitution in all material respects with all of the representations and warranties set forth in the applicable Loan Purchase Agreement; (viii) have an environmental report that indicates no material adverse environmental conditions with respect to the related Mortgaged Property and which will be delivered as a part of the related Mortgage File; (ix) have a then-current debt service coverage ratio at least equal to the greater of (a) the debt service coverage ratio of the deleted Mortgage Loan as of the Closing Date and (b) 1.25x; (x) constitute a “qualified replacement mortgage” within the meaning of Code Section 860G(a)(4) as evidenced by an Opinion of Counsel (provided at the applicable Mortgage Loan Seller’s expense); (xi) not have a maturity date or an amortization schedule that extends to a date that is after the date that is three years prior to the Rated Final Distribution Date; (xii) have prepayment restrictions comparable to those of the deleted Mortgage Loan; (xiii) not be substituted for a deleted Mortgage Loan unless the Trustee and the Certificate Administrator have received a prior Rating Agency Confirmation (the cost, if any, of obtaining such Rating Agency Confirmation to be paid by the applicable Mortgage Loan Seller); (xiv) have been approved, so long as a Consultation Termination Event has not occurred and is not continuing,
 
 
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by the Controlling Class Representative; (xv) prohibit defeasance within two years of the Closing Date; (xvi) not be substituted for a deleted Mortgage Loan if it would result in the termination of the REMIC status of a Trust REMIC or the imposition of tax on a Trust REMIC other than a tax on income expressly permitted or contemplated to be imposed by the terms of this Agreement, as determined by an Opinion of Counsel; (xvii) have an engineering report with respect to the related Mortgaged Property that will be delivered as a part of the related Servicing File; and (xviii) be current in the payment of all scheduled payments of principal and interest then due.  In the event that more than one mortgage loan is substituted for a deleted Mortgage Loan or Mortgage Loans, then the amounts described in clause (i) above shall be determined on the basis of aggregate principal balances and each such proposed Qualified Substitute Mortgage Loan shall individually satisfy each of the requirements specified in clauses (ii) through (xviii) above; provided that the rates described in clause (ii) above and the remaining term to stated maturity referred to in clause (v) above shall be determined on a weighted average basis; provided further, that no individual Mortgage Loan Rate (net of the Administrative Cost Rate) shall be lower than the highest fixed Pass-Through Rate (and not based on, or subject to a cap equal to, the WAC Rate) of any Class of Certificates having a Certificate Principal Amount then outstanding.  When a Qualified Substitute Mortgage Loan is substituted for a deleted Mortgage Loan, the applicable Mortgage Loan Seller shall certify that the Mortgage Loan meets all of the requirements of the above definition and shall send such certification to the Certificate Administrator and the Trustee and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.
 
Rated Final Distribution Date”:  The Distribution Date occurring in November 2047.
 
Rating Agency”:  Each of Moody’s, Fitch, KBRA and DBRS or their successors in interest.  If no such rating agency nor any successor thereof remains in existence, “Rating Agency” shall be deemed to refer to such nationally recognized statistical rating organization or other comparable Person designated by the Depositor, notice of which designation shall be given to the Trustee, the Certificate Administrator, the Special Servicers, the Master Servicer and the Operating Advisor, and specific ratings of Moody’s, Fitch, KBRA and DBRS herein referenced shall be deemed to refer to the equivalent ratings (as reasonably determined by the Depositor) of the party so designated.  References herein to the highest long-term unsecured debt rating category of Moody’s, Fitch, KBRA, or DBRS shall mean “Aaa” with respect to Moody’s and “AAA” with respect to Fitch, KBRA and DBRS, and, in the case of any other rating agency, shall mean such highest rating category without regard to any plus or minus or numerical qualification.
 
Rating Agency Confirmation”:  With respect to any matter, confirmation in writing (which may be in electronic form) by each applicable Rating Agency that a proposed action, failure to act or other event so specified will not, in and of itself, result in the downgrade, withdrawal or qualification of the then-current rating assigned to any Class of Certificates (if then rated by the Rating Agency); provided that upon receipt of a written waiver or other acknowledgment from the Rating Agency indicating its decision not to review or declining to review the matter for which the Rating Agency Confirmation is sought (such written notice, a “Rating Agency Declination”), or as otherwise provided in Section 3.30 of this Agreement, the
 
 
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requirement for the Rating Agency Confirmation from the applicable Rating Agency with respect to such matter shall not apply.
 
Rating Agency Declination”:  As defined in the definition of “Rating Agency Confirmation” in this Agreement.
 
Realized Loss”:  With respect to any Distribution Date, the amount, if any, by which (A) the aggregate Certificate Principal Amount of all Classes of Sequential Pay Certificates (other than the Exchangeable Certificates) and the Class PEZ Regular Interests, after giving effect to distributions on such Distribution Date exceeds (B) the aggregate Stated Principal Balance of the Mortgage Loans (including any REO Mortgage Loans) (for purposes of this calculation only, not giving effect to any reductions of the Stated Principal Balance for principal payments received on the Mortgage Loans that were used to reimburse the Master Servicer or the Trustee from general collections of principal on the Mortgage Loans for Workout-Delayed Reimbursement Amounts, to the extent such Workout-Delayed Reimbursement Amounts are not otherwise determined to be Nonrecoverable Advances) after giving effect to any and all reductions thereon on such Distribution Date.  The allocation of Realized Losses may be reversed as provided in Section 4.01(f) of this Agreement.
 
Record Date”:  With respect to each Distribution Date and each Class of Certificates, the close of business on the last day of the month immediately preceding the month in which such Distribution Date occurs, or if such day is not a Business Day, the immediately preceding Business Day.
 
Regular Certificates”:  The Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class X-A, Class X-B, Class X-C, Class X-D, Class D, Class E, Class F, Class G and Class H Certificates.
 
Regulation AB”:  Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1125, as such rules may be amended from time to time, and subject to such clarification and interpretation as have been provided by the Commission or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time, in each case as in effect from time to time on and after the date(s) specified therein.
 
Regulation S”:  Regulation S under the Securities Act.
 
Regulation S Global Certificates”:  As defined in Section 5.02(c)(i) of this Agreement.
 
Regulation S Investor”:  With respect to a transferee of a Regulation S Global Certificate, a transferee that acquires such Certificate pursuant to Regulation S.
 
Relevant Servicing Criteria” means the Servicing Criteria applicable to a specific party, as set forth on Exhibit O to this Agreement.  For clarification purposes, multiple parties can have responsibility for the same Relevant Servicing Criteria.  With respect to a Servicing Function Participant engaged by the Master Servicer, any Special Servicer or the Certificate Administrator, the term “Relevant Servicing Criteria” may refer to a portion of the Relevant
 
 
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Servicing Criteria applicable to the Master Servicer, such Special Servicer or the Certificate Administrator.
 
Remaining Certificateholder”:  Any Holder (or Holders provided they act in unanimity) holding 100% of the Certificates (other than the Class S and Class R Certificates) or an assignment of the voting rights thereof; provided, however, that the Certificate Principal Amounts of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class A-S, Class B, Class PEZ, Class C and Class D Certificates and the Notional Amount of the Class X-A and Class X-B Certificates have been reduced to zero.
 
REMIC”:  A “real estate mortgage investment conduit” within the meaning of Code Section 860D.
 
REMIC Provisions”:  Provisions of the federal income tax law relating to real estate mortgage investment conduits, which appear at Section 860A through 860G of subchapter M of chapter 1 of the Code, and related provisions, and regulations (including any applicable proposed regulations) and rulings promulgated thereunder, as the foregoing may be in effect from time to time.
 
Rents from Real Property”:  With respect to any REO Property, gross income of the character described in Code Section 856(d), which income, subject to the terms and conditions of that Section of the Code in its present form, does not include:
 
(1)            except as provided in Code Section 856(d)(4) or (6), any amount received or accrued, directly or indirectly, with respect to such REO Property, if the determination of such amount depends in whole or in part on the income or profits derived by any Person from such property (unless such amount is a fixed percentage or percentages of receipts or sales and otherwise constitutes Rents from Real Property);
 
(2)            any amount received or accrued, directly or indirectly, from any Person if the Trust Fund owns directly or indirectly (including by attribution) a ten percent or greater interest in such Person determined in accordance with Code Sections 856(d)(2)(B) and (d)(5);
 
(3)            any amount received or accrued, directly or indirectly, with respect to such REO Property if any Person Directly Operates such REO Property;
 
(4)            any amount charged for services that are not customarily furnished in connection with the rental of property to tenants in buildings of a similar class in the same geographic market as such REO Property within the meaning of Treasury Regulations Section 1.856-4(b)(1) (whether or not such charges are separately stated); and
 
(5)            rent attributable to personal property unless such personal property is leased under, or in connection with, the lease of such REO Property and, for any taxable year of the Trust Fund, such rent is no greater than 15 percent of the total rent received or accrued under, or in connection with, the lease.
 
 
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REO Account”:  A segregated custodial account or accounts created and maintained by the applicable Special Servicer pursuant to Section 3.16 of this Agreement on behalf of the Trustee for the benefit of the Certificateholders and the Companion Loan Holders, which (subject to any changes in the identities of such Special Servicer or the Trustee) shall be entitled, (i) in the case of the General Special Servicer, “[LNR Partners, LLC] [the applicable successor General Special Servicer], as General Special Servicer, or (ii) in the case of the Cypresswood Court Shopping Center Special Servicer, “[CWCapital Asset Management LLC] [the applicable successor Cypresswood Court Shopping Center Special Servicer], as Cypresswood Court Shopping Center Special Servicer, and in either case on behalf of U.S. Bank National Association, as Trustee, for the registered Holders of GS Mortgage Securities Corporation II, Commercial Mortgage Pass-Through Certificates, Series 2014-GC26 and the Companion Loan Holder REO Account, as their interests may appear.”  Any such account or accounts shall be an Eligible Account.
 
REO Companion Loan”:  Any Companion Loan as to which the related Mortgaged Property has become an REO Property.
 
REO Extension”:  As defined in Section 3.16(a) of this Agreement.
 
REO Mortgage Loan”:  Any Mortgage Loan as to which the related Mortgaged Property has become an REO Property or a beneficial interest in a Mortgaged Property acquired upon a foreclosure or deed-in-lieu of foreclosure of any of the Non-Serviced Mortgage Loans under the applicable Other Pooling and Servicing Agreement.  For the avoidance of doubt, any such beneficial interest will not be serviced by the General Special Servicer under this Agreement.
 
REO Proceeds”:  With respect to any REO Property and the related REO Mortgage Loan and REO Companion Loan, all revenues and proceeds received by the applicable Special Servicer with respect to such REO Property, REO Mortgage Loan or REO Companion Loan which do not constitute Liquidation Proceeds.
 
REO Property”:  A Mortgaged Property title to which has been acquired on behalf of the Trust Fund and any related Companion Loan Holder through foreclosure, deed in lieu of foreclosure or otherwise; provided that a Mortgaged Property that secures each Non-Serviced Mortgage Loan shall constitute an REO Property if and when it is acquired under the applicable Other Pooling and Servicing Agreement on behalf of the Trustee for the benefit of the Trust Fund as the holder of such Non-Serviced Mortgage Loan and of the related Companion Loan Holder(s) through foreclosure, acceptance of a deed-in-lieu of foreclosure or otherwise in accordance with applicable law in connection with a default or imminent default of such Non-Serviced Mortgage Loan.
 
REO Serviced Companion Loan”:  Any Serviced Companion Loan as to which the related Mortgaged Property has become an REO Property.
 
REO Whole Loan”: Any Whole Loan as to which the related Mortgaged Property has become an REO Property.
 
Reportable Event”:  As defined in Section 10.06 of this Agreement.
 
 
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Reporting Servicer”:  As defined in Section 10.08 of this Agreement.
 
Repurchase Communication”:  For purposes of Sections 2.03(a) and 3.01(c) of this Agreement only, any communication, whether oral or written, which need not be in any specific form.
 
Repurchase Request”:  As defined in Section 2.03(a) of this Agreement.
 
Repurchase Request Rejection:”  As defined in Section 2.03(a) of this Agreement.
 
Repurchase Request Withdrawal”:  As defined in Section 2.03(a) of this Agreement.
 
Request for Release”:  A request for a release signed by a Servicing Officer, substantially in the form of Exhibit C hereto.
 
Requesting Holders”:  As defined in Section 3.10(a) of this Agreement.
 
Requesting Party”:  As defined in Section 3.30(a) of this Agreement.
 
Residual Ownership Interest”:  Any record or beneficial interest in the Class R Certificates.
 
Responsible Officer”:  When used with respect to (i) the Trustee, any officer of the Corporate Trust Office of the Trustee (and, in the event that the Trustee is the Certificate Registrar or the Paying Agent, of the Certificate Registrar or the Paying Agent, as applicable) assigned to the Corporate Trust Office with direct responsibility for the administration of this Agreement and also, with respect to a particular matter, any other officer to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject and (ii) the Certificate Administrator, any officer assigned to the Corporate Trust Services group, with direct responsibility for the administration of this Agreement and also, with respect to a particular matter, any other officer to whom a particular matter is referred by the Certificate Administrator because of such officer’s knowledge of and familiarity with the particular subject.  When used with respect to any Certificate Registrar (other than the Trustee or the Certificate Administrator), any officer or assistant officer thereof.
 
Restricted Party”:  As defined in the definition of “Privileged Information Exception” in this Agreement.
 
Restricted Period”:  As defined in Section 5.02(c)(i) of this Agreement.
 
Review Package”:  A package of documents consisting of a memorandum outlining the analysis and recommendation (in accordance with the Servicing Standard) of the Master Servicer or the applicable Special Servicer, as the case may be, with respect to the matters that are the subject thereof, and copies of all relevant documentation.
 
 
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Revised Rate”:  With respect to any ARD Loan, the increased interest rate after the Anticipated Repayment Date (in the absence of a default) for such ARD Loan, as calculated and as set forth in the related Loan Agreement.
 
Rule 144A”:  Rule 144A under the Securities Act.
 
Rule 144A Global Certificates”:  As defined in Section 5.02(c)(ii) of this Agreement.
 
Rule 15Ga-1”:  Rule 15Ga-1 under the Exchange Act.
 
Rule 17g-5”: Rule 17g-5 under the Exchange Act.
 
S&P”:  Standard & Poor’s Ratings Services, and its successors in interest.
 
Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002 and the rules and regulations of the Commission promulgated thereunder (including any interpretations thereof by the Commission’s staff).
 
Sarbanes-Oxley Certification”:  As defined in Section 10.04 of this Agreement.
 
Scheduled Principal Distribution Amount”:  For any Distribution Date will be equal to the sum, without duplication, of:
 
(A)              the principal component of all scheduled Monthly Payments and Balloon Payments which became due on the related Due Date in the related Collection Period (if received by the Master Servicer by the Business Day prior to the Master Servicer Remittance Date or (other than Balloon Payments) advanced by the Master Servicer or the Trustee in respect of such Distribution Date) with respect to the Mortgage Loans (including any REO Mortgage Loans); and
 
(B)              the principal component of any payment on any Mortgage Loan (including an REO Mortgage Loan) received or applied on or after the date on which such payment was due on deposit in the Collection Account as of the related Determination Date (or, in the case of the Non-Serviced Mortgage Loans, by the business day immediately preceding the related Master Servicer Remittance Date), net of the principal portion of any unreimbursed P&I Advances related to such Mortgage Loan.
 
Securities Act”: The Securities Act of 1933, as it may be amended from time to time and the rules and regulations thereunder.