Common use of Resignation and Removal of the Trustee, the Certificate Administrator and the Tax Administrator Clause in Contracts

Resignation and Removal of the Trustee, the Certificate Administrator and the Tax Administrator. (a) The Trustee, the Certificate Administrator and the Tax Administrator each may at any time resign and be discharged from their respective obligations created hereunder by giving written notice thereof to the other such parties, the Depositor, each Master Servicer, each Special Servicer, the Rule 17g-5 Information Provider (who shall promptly post such notice to the Rule 17g-5 Information Provider’s Website in accordance with Section 8.12(c)) and all the Certificateholders. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor trustee, certificate administrator or tax administrator, as the case may be, meeting the eligibility requirements of Section 8.06 by written instrument, in duplicate, which instrument shall be delivered to the resigning Trustee, Certificate Administrator or Tax Administrator, as the case may be, and to the successor trustee, certificate administrator or tax administrator, as the case may be. A copy of such instrument shall be delivered to other parties hereto and to the Certificateholders by the Depositor. If no successor trustee, certificate administrator or tax administrator, as the case may be, shall have been so appointed and have accepted appointment within thirty (30) days after the giving of such notice of resignation, the resigning Trustee, Certificate Administrator or Tax Administrator, as the case may be, may petition any court of competent jurisdiction for the appointment of a successor trustee, certificate administrator or tax administrator, as the case may be. (b) If at any time the Trustee, the Certificate Administrator or the Tax Administrator shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor or a Master Servicer, or if at any time the Trustee, the Certificate Administrator or the Tax Administrator shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee, the Certificate Administrator or the Tax Administrator or of its property shall be appointed, or any public officer shall take charge or control of the Trustee, the Certificate Administrator or the Tax Administrator or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if the Trustee’s, Certificate Administrator’s or Tax Administrator’s continuing to act in such capacity would result in an Adverse Rating Event with respect to any Class of Rated Certificates rated by a Rating Agency for the Rated Certificates, as confirmed in writing to the Depositor by each applicable Rating Agency, then the Depositor may (and, if it fails to do so within ten (10) Business Days, the requesting Master Servicer shall as soon as practicable) remove the Trustee, the Certificate Administrator or the Tax Administrator, as the case may be, and appoint a successor trustee, certificate administrator or tax administrator, as the case may be, by written instrument, in duplicate, which instrument shall be delivered to the Trustee, the Certificate Administrator or the Tax Administrator, as the case may be, so removed and to the successor trustee, certificate administrator or tax administrator, as the case may be. A copy of such instrument shall be delivered to the other parties hereto and to the Certificateholders by the Depositor. (c) The Holders of Certificates entitled to more than 50% of the Voting Rights may at any time remove the Trustee, Certificate Administrator or Tax Administrator and appoint a successor trustee, certificate administrator or tax administrator, as the case may be, by written instrument or instruments signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Depositor, one complete set to the Trustee, Certificate Administrator or Tax Administrator, as the case may be, so removed, and one complete set to the successor so appointed. All expenses incurred by the Trustee or the Certificate Administrator in connection with the transfer of its duties (or the Mortgage Files, with respect to the Certificate Administrator) to a successor trustee or certificate administrator following the removal of the Trustee or the Certificate Administrator without cause pursuant to this Section 8.07(c), shall be reimbursed to the removed Trustee or Certificate Administrator, as applicable, within thirty (30) days of demand therefor, such reimbursement to be made by the Certificateholders that terminated the Trustee or Certificate Administrator. A copy of such instrument shall be delivered to the other parties hereto and to the remaining Certificateholders by the successor so appointed. (d) Any resignation or removal of the Trustee, the Certificate Administrator or the Tax Administrator and appointment of a successor trustee, certificate administrator or tax administrator, as the case may be, pursuant to any of the provisions of this Section 8.07 shall not become effective until (i) acceptance of appointment by the successor trustee, certificate administrator or tax administrator, as the case may be, as provided in Section 8.08 and (ii) if the successor trustee, certificate administrator or tax administrator, as the case may be, does not have debt ratings that satisfy the criteria set forth in Section 8.06, the appointment of such successor trustee, certificate administrator or tax administrator, as the case may be, is the subject of a Rating Agency Confirmation from each Rating Agency (and, if applicable, an analogous rating agency confirmation from each Pari Passu Companion Rating Agency). (e) Upon resignation, assignment, merger, consolidation, or transfer of the Trustee or its business to a successor, or upon the removal of the Trustee, the outgoing Trustee at its own expense (without right of reimbursement therefor) shall ensure that, prior to consummation of such transaction or as part of its transfer of duties to any successor, (i) the original executed Mortgage Note for each Mortgage Loan (to the extent that the original executed Mortgage Note for each Mortgage Loan was endorsed to the outgoing trustee) is endorsed (without recourse, representation or warranty, express or implied) to the order of the successor, as trustee for the Certificateholders (with the endorsement to recite as endorsee “[name of successor Trustee], as Trustee for the registered holders of WFRBS Commercial Mortgage Trust 2014-C22, Commercial Mortgage Pass-Through Certificates, Series 2014-C22”), 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 Mortgage Note has been lost, a lost note affidavit and indemnity with a copy of such Mortgage Note), and (ii) in the case of the other Mortgage Loan Documents, the same are assigned (and, other than in connection with the removal of the Trustee pursuant to Section 8.07(c), recorded as appropriate) to such successor (with the assignment to recite as assignee “[name of successor Trustee], as Trustee for the registered holders of WFRBS Commercial Mortgage Trust 2014-C22, Commercial Mortgage Pass-Through Certificates, Series 2014-C22”), or in blank, and such successor shall review the documents delivered to it or the Custodian with respect to each Mortgage Loan, and certify in writing that, as to each Mortgage Loan then subject to this Agreement, such endorsement and assignment has been made. The outgoing Trustee shall provide copies of the documentation provided for in items (i) and (ii) above to the applicable Master Servicer, in each case to the extent such copies are not already in the applicable Master Servicer’s possession. If the Trustee is removed pursuant to Section 8.07(c), the Mortgage Loan Documents identified in clause (ii) of the preceding sentence shall, if appropriate, be recorded by the successor trustee if so requested by the applicable Master Servicer or the applicable Special Servicer and at the expense of the Trust (i) during any Subordinate Control Period, with the consent of the Subordinate Class Representative, (ii) during any Collective Consultation Period, after consultation with the Subordinate Class Representative and the Trust Advisor and (iii) during any Senior Consultation Period, after consultation with the Trust Advisor. (f) Any successor Trustee or successor Certificate Administrator shall, in connection with its appointment as successor Trustee or successor Certificate Administrator, (i) deliver to the Depositor and the Other Depositor related to an Other Securitization that includes a Serviced Pari Passu Companion Loan, if applicable, the Form 8-K Disclosure Information required pursuant to Item 6.02 of the Form 8-K Current Report regarding itself in its role as successor Trustee or successor Certificate Administrator, as applicable, and (ii) enter into an indemnification agreement reasonably acceptable to the Depositor pursuant to which the successor Trustee or successor Certificate Administrator, as applicable, agrees to indemnify and hold harmless the Depositor, the Other Depositor, their respective directors and officers, and each other Person who controls any such entity within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all expenses, losses, claims, damages and other liabilities, including without limitation the costs of investigation, legal defense and any amounts paid in settlement of any claim or litigation arising out of (A) the failure of any such Form 8-K Disclosure Information, insofar as such information relates to or is applicable to such successor Trustee or successor Certificate Administrator (either in its individual capacity or its capacity as successor Trustee or successor Certificate Administrator under this Agreement), to satisfy the requirements of the applicable provisions of Regulation AB and (B) any untrue statement or alleged untrue statement of a material fact contained in such Form 8-K Disclosure Information regarding itself in its role as successor Trustee or successor Certificate Administrator, as applicable, or any omission or alleged omission to state in such Form 8-K Disclosure Information regarding itself in its role as successor Trustee or successor Certificate Administrator, as applicable, a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (g) The resigning Trustee, Certificate Administrator and Tax Administrator, as applicable, shall be required to pay all reasonable out-of-pocket costs and expenses of each party to this Agreement, the Trust and each Rating Agency in connection with the resignation of such party and the transfer of its duties (including, but not limited to, reasonable out-of-pocket costs and expenses associated with the engagement of a successor, transferring Mortgage Files (solely with respect to the Certificate Administrator) and related information, records and reports to the successor).

Resignation and Removal of the Trustee, the Certificate Administrator and the Tax Administrator. (a) The Trustee, the Certificate Administrator and the Tax Administrator each may at any time resign and be discharged from their respective obligations created hereunder by giving written notice thereof to the other such parties, the Depositor, each the Master Servicer, each the Special Servicer, the Rule 17g-5 Information Provider (who shall promptly post such notice to the Rule 17g-5 Information Provider’s Website in accordance with Section 8.12(c)) and all the Certificateholders. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor trustee, certificate administrator or tax administrator, as the case may be, meeting the eligibility requirements of Section 8.06 by written instrument, in duplicate, which instrument shall be delivered to the resigning Trustee, Certificate Administrator or Tax Administrator, as the case may be, and to the successor trustee, certificate administrator or tax administrator, as the case may be. A copy of such instrument shall be delivered to other parties hereto and to the Certificateholders by the Depositor. If no successor trustee, certificate administrator or tax administrator, as the case may be, shall have been so appointed and have accepted appointment within thirty (30) days after the giving of such notice of resignation, the resigning Trustee, Certificate Administrator or Tax Administrator, as the case may be, may petition any court of competent jurisdiction for the appointment of a successor trustee, certificate administrator or tax administrator, as the case may be. (b) If at any time the Trustee, the Certificate Administrator or the Tax Administrator shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor or a the Master Servicer, or if at any time the Trustee, the Certificate Administrator or the Tax Administrator shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee, the Certificate Administrator or the Tax Administrator or of its property shall be appointed, or any public officer shall take charge or control of the Trustee, the Certificate Administrator or the Tax Administrator or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if the Trustee’s, Certificate Administrator’s or Tax Administrator’s continuing to act in such capacity would result in an Adverse Rating Event with respect to any Class of Rated Certificates rated by a Rating Agency for the Rated Certificates, as confirmed in writing to the Depositor by each applicable Rating Agency, then the Depositor may (and, if it fails to do so within ten (10) Business Days, the requesting Master Servicer shall as soon as practicable) remove the Trustee, the Certificate Administrator or the Tax Administrator, as the case may be, and appoint a successor trustee, certificate administrator or tax administrator, as the case may be, by written instrument, in duplicate, which instrument shall be delivered to the Trustee, the Certificate Administrator or the Tax Administrator, as the case may be, so removed and to the successor trustee, certificate administrator or tax administrator, as the case may be. A copy of such instrument shall be delivered to the other parties hereto and to the Certificateholders by the Depositor. (c) The Holders of Certificates entitled to more than 50% of the Voting Rights may at any time remove the Trustee, Certificate Administrator or Tax Administrator and appoint a successor trustee, certificate administrator or tax administrator, as the case may be, by written instrument or instruments signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Depositor, one complete set to the Trustee, Certificate Administrator or Tax Administrator, as the case may be, so removed, and one complete set to the successor so appointed. All expenses incurred by the Trustee or the Certificate Administrator in connection with the transfer of its duties (or the Mortgage Files, with respect to the Certificate Administrator) to a successor trustee or certificate administrator following the removal of the Trustee or the Certificate Administrator without cause pursuant to this Section 8.07(c), shall be reimbursed to the removed Trustee or Certificate Administrator, as applicable, within thirty (30) days of demand therefor, such reimbursement to be made by the Certificateholders that terminated the Trustee or Certificate Administrator. A copy of such instrument shall be delivered to the other parties hereto and to the remaining Certificateholders by the successor so appointed. (d) Any resignation or removal of the Trustee, the Certificate Administrator or the Tax Administrator and appointment of a successor trustee, certificate administrator or tax administrator, as the case may be, pursuant to any of the provisions of this Section 8.07 shall not become effective until (i) acceptance of appointment by the successor trustee, certificate administrator or tax administrator, as the case may be, as provided in Section 8.08 and (ii) if the successor trustee, certificate administrator or tax administrator, as the case may be, does not have debt ratings that satisfy the criteria set forth in Section 8.06, the appointment of such successor trustee, certificate administrator or tax administrator, as the case may be, is the subject of a Rating Agency Confirmation from each Rating Agency (and, if applicable, an analogous rating agency confirmation from each Pari Passu Companion Loan Rating Agency). (e) Upon resignation, assignment, merger, consolidation, or transfer of the Trustee or its business to a successor, or upon the removal of the Trustee, the outgoing Trustee at its own expense (without right of reimbursement therefor) shall ensure that, prior to consummation of such transaction or as part of its transfer of duties to any successor, (i) the original executed Mortgage Note for each Mortgage Loan (to the extent that the original executed Mortgage Note for each Mortgage Loan was endorsed to the outgoing trustee) is endorsed (without recourse, representation or warranty, express or implied) to the order of the successor, as trustee for the Certificateholders (with the endorsement to recite as endorsee “[name of successor Trustee], as Trustee for the registered holders of WFRBS Xxxxx Fargo Commercial Mortgage Trust 20142015-C22LC20, Commercial Mortgage Pass-Through Certificates, Series 20142015-C22LC20”), 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 Mortgage Note has been lost, a lost note affidavit and indemnity with a copy of such Mortgage Note), and (ii) in the case of the other Mortgage Loan Documents, the same are assigned (and, other than in connection with the removal of the Trustee pursuant to Section 8.07(c), recorded as appropriate) to such successor (with the assignment to recite as assignee “[name of successor Trustee], as Trustee for the registered holders of WFRBS Xxxxx Fargo Commercial Mortgage Trust 20142015-C22LC20, Commercial Mortgage Pass-Through Certificates, Series 20142015-C22LC20”), or in blank, and such successor shall review the documents delivered to it or the Custodian with respect to each Mortgage Loan, and certify in writing that, as to each Mortgage Loan then subject to this Agreement, such endorsement and assignment has been made. The outgoing Trustee shall provide copies of the documentation provided for in items (i) and (ii) above to the applicable Master Servicer, in each case to the extent such copies are not already in the applicable Master Servicer’s possession. If the Trustee is removed pursuant to Section 8.07(c), the Mortgage Loan Documents identified in clause (ii) of the preceding sentence shall, if appropriate, be recorded by the successor trustee if so requested by the applicable Master Servicer or the applicable Special Servicer and at the expense of the Trust (i) during any Subordinate Control Period, with the consent of the Subordinate Class Representative, (ii) during any Collective Consultation Period, after consultation with the Subordinate Class Representative and the Trust Advisor and (iii) during any Senior Consultation Period, after consultation with the Trust Advisor. (f) Any successor Trustee or successor Certificate Administrator shall, in connection with its appointment as successor Trustee or successor Certificate Administrator, (i) deliver to the Depositor and the each Other Depositor related to an Other Securitization that includes a Serviced Pari Passu Companion LoanDepositor, if applicable, the Form 8-K Disclosure Information required pursuant to Item 6.02 of the Form 8-K Current Report regarding itself in its role as successor Trustee or successor Certificate Administrator, as applicable, and (ii) enter into an indemnification agreement reasonably acceptable to the Depositor pursuant to which the successor Trustee or successor Certificate Administrator, as applicable, agrees to indemnify and hold harmless the Depositor, the Other Depositor, their respective directors and officers, and each other Person who controls any such entity within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all expenses, losses, claims, damages and other liabilities, including without limitation the costs of investigation, legal defense and any amounts paid in settlement of any claim or litigation arising out of (A) the failure of any such Form 8-K Disclosure Information, insofar as such information relates to or is applicable to such successor Trustee or successor Certificate Administrator (either in its individual capacity or its capacity as successor Trustee or successor Certificate Administrator under this Agreement), to satisfy the requirements of the applicable provisions of Regulation AB and (B) any untrue statement or alleged untrue statement of a material fact contained in such Form 8-K Disclosure Information regarding itself in its role as successor Trustee or successor Certificate Administrator, as applicable, or any omission or alleged omission to state in such Form 8-K Disclosure Information regarding itself in its role as successor Trustee or successor Certificate Administrator, as applicable, a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (g) The resigning Trustee, Certificate Administrator and Tax Administrator, as applicable, shall be required to pay all reasonable out-of-pocket costs and expenses of each party to this Agreement, the Trust and each Rating Agency in connection with the resignation of such party and the transfer of its duties (including, but not limited to, reasonable out-of-pocket costs and expenses associated with the engagement of a successor, transferring Mortgage Files (solely with respect to the Certificate Administrator) and related information, records and reports to the successor).

Resignation and Removal of the Trustee, the Certificate Administrator and the Tax Administrator. (a) The Trustee, the Certificate Administrator and the Tax Administrator each may at any time resign and be discharged from their respective obligations created hereunder by giving written notice thereof to the other such parties, the Depositor, each the Master Servicer, each the Special Servicer, the Rule 17g-5 Information Provider (who shall promptly post such notice to the Rule 17g-5 Information Provider’s Website in accordance with Section 8.12(c)) and all the Certificateholders. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor trustee, certificate administrator or tax administrator, as the case may be, meeting the eligibility requirements of Section 8.06 by written instrument, in duplicate, which instrument shall be delivered to the resigning Trustee, Certificate Administrator or Tax Administrator, as the case may be, and to the successor trustee, certificate administrator or tax administrator, as the case may be. A copy of such instrument shall be delivered to other parties hereto and to the Certificateholders by the Depositor. If no successor trustee, certificate administrator or tax administrator, as the case may be, shall have been so appointed and have accepted appointment within thirty (30) days after the giving of such notice of resignation, the resigning Trustee, Certificate Administrator or Tax Administrator, as the case may be, may petition any court of competent jurisdiction for the appointment of a successor trustee, certificate administrator or tax administrator, as the case may be. (b) If at any time the Trustee, the Certificate Administrator or the Tax Administrator shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor or a the Master Servicer, or if at any time the Trustee, the Certificate Administrator or the Tax Administrator shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee, the Certificate Administrator or the Tax Administrator or of its property shall be appointed, or any public officer shall take charge or control of the Trustee, the Certificate Administrator or the Tax Administrator or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if the Trustee’s, Certificate Administrator’s or Tax Administrator’s continuing to act in such capacity would result in an Adverse Rating Event with respect to any Class of Rated Certificates rated by a Rating Agency for the Rated Certificates, as confirmed in writing to the Depositor by each applicable Rating Agency, then the Depositor may (and, if it fails to do so within ten (10) Business Days, the requesting Master Servicer shall as soon as practicable) remove the Trustee, the Certificate Administrator or the Tax Administrator, as the case may be, and appoint a successor trustee, certificate administrator or tax administrator, as the case may be, by written instrument, in duplicate, which instrument shall be delivered to the Trustee, the Certificate Administrator or the Tax Administrator, as the case may be, so removed and to the successor trustee, certificate administrator or tax administrator, as the case may be. A copy of such instrument shall be delivered to the other parties hereto and to the Certificateholders by the Depositor. (c) The Holders of Certificates entitled to more than 50% of the Voting Rights may at any time remove the Trustee, Certificate Administrator or Tax Administrator and appoint a successor trustee, certificate administrator or tax administrator, as the case may be, by written instrument or instruments signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Depositor, one complete set to the Trustee, Certificate Administrator or Tax Administrator, as the case may be, so removed, and one complete set to the successor so appointed. All expenses incurred by the Trustee or the Certificate Administrator in connection with the transfer of its duties (or the Mortgage Files, with respect to the Certificate Administrator) to a successor trustee or certificate administrator following the removal of the Trustee or the Certificate Administrator without cause pursuant to this Section 8.07(c), shall be reimbursed to the removed Trustee or Certificate Administrator, as applicable, within thirty (30) days of demand therefor, such reimbursement to be made by the Certificateholders that terminated the Trustee or Certificate Administrator. A copy of such instrument shall be delivered to the other parties hereto and to the remaining Certificateholders by the successor so appointed. (d) Any resignation or removal of the Trustee, the Certificate Administrator or the Tax Administrator and appointment of a successor trustee, certificate administrator or tax administrator, as the case may be, pursuant to any of the provisions of this Section 8.07 shall not become effective until (i) acceptance of appointment by the successor trustee, certificate administrator or tax administrator, as the case may be, as provided in Section 8.08 and (ii) if the successor trustee, certificate administrator or tax administrator, as the case may be, does not have debt ratings that satisfy the criteria set forth in Section 8.06, the appointment of such successor trustee, certificate administrator or tax administrator, as the case may be, is the subject of a Rating Agency Confirmation from each Rating Agency (and, if applicable, an analogous rating agency confirmation from each Pari Passu Companion Loan Rating Agency). (e) Upon resignation, assignment, merger, consolidation, or transfer of the Trustee or its business to a successor, or upon the removal of the Trustee, the outgoing Trustee at its own expense (without right of reimbursement therefor) shall ensure that, prior to consummation of such transaction or as part of its transfer of duties to any successor, (i) the original executed Mortgage Note for each Mortgage Loan (to the extent that the original executed Mortgage Note for each Mortgage Loan was endorsed to the outgoing trustee) is endorsed (without recourse, representation or warranty, express or implied) to the order of the successor, as trustee for the Certificateholders (with the endorsement to recite as endorsee “[name of successor Trustee], as Trustee for the registered holders of WFRBS Wxxxx Fargo Commercial Mortgage Trust 20142015-C22C28, Commercial Mortgage Pass-Through Certificates, Series 20142015-C22C28”), 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 Mortgage Note has been lost, a lost note affidavit and indemnity with a copy of such Mortgage Note), and (ii) in the case of the other Mortgage Loan Documents, the same are assigned (and, other than in connection with the removal of the Trustee pursuant to Section 8.07(c), recorded as appropriate) to such successor (with the assignment to recite as assignee “[name of successor Trustee], as Trustee for the registered holders of WFRBS Wxxxx Fargo Commercial Mortgage Trust 20142015-C22C28, Commercial Mortgage Pass-Through Certificates, Series 20142015-C22C28”), or in blank, and such successor shall review the documents delivered to it or the Custodian with respect to each Mortgage Loan, and certify in writing that, as to each Mortgage Loan then subject to this Agreement, such endorsement and assignment has been made. The outgoing Trustee shall provide copies of the documentation provided for in items (i) and (ii) above to the applicable Master Servicer, in each case to the extent such copies are not already in the applicable Master Servicer’s possession. If the Trustee is removed pursuant to Section 8.07(c), the Mortgage Loan Documents identified in clause (ii) of the preceding sentence shall, if appropriate, be recorded by the successor trustee if so requested by the applicable Master Servicer or the applicable Special Servicer and at the expense of the Trust (i) during any Subordinate Control Period, with the consent of the Subordinate Class Representative, (ii) during any Collective Consultation Period, after consultation with the Subordinate Class Representative and the Trust Advisor and (iii) during any Senior Consultation Period, after consultation with the Trust Advisor. (f) Any successor Trustee or successor Certificate Administrator shall, in connection with its appointment as successor Trustee or successor Certificate Administrator, (i) deliver to the Depositor and the each Other Depositor related to an Other Securitization that includes a Serviced Pari Passu Companion LoanDepositor, if applicable, the Form 8-K Disclosure Information required pursuant to Item 6.02 of the Form 8-K Current Report regarding itself in its role as successor Trustee or successor Certificate Administrator, as applicable, and (ii) enter into an indemnification agreement reasonably acceptable to the Depositor pursuant to which the successor Trustee or successor Certificate Administrator, as applicable, agrees to indemnify and hold harmless the Depositor, the Other Depositor, their respective directors and officers, and each other Person who controls any such entity within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all expenses, losses, claims, damages and other liabilities, including without limitation the costs of investigation, legal defense and any amounts paid in settlement of any claim or litigation arising out of (A) the failure of any such Form 8-K Disclosure Information, insofar as such information relates to or is applicable to such successor Trustee or successor Certificate Administrator (either in its individual capacity or its capacity as successor Trustee or successor Certificate Administrator under this Agreement), to satisfy the requirements of the applicable provisions of Regulation AB and (B) any untrue statement or alleged untrue statement of a material fact contained in such Form 8-K Disclosure Information regarding itself in its role as successor Trustee or successor Certificate Administrator, as applicable, or any omission or alleged omission to state in such Form 8-K Disclosure Information regarding itself in its role as successor Trustee or successor Certificate Administrator, as applicable, a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (g) The resigning Trustee, Certificate Administrator and Tax Administrator, as applicable, shall be required to pay all reasonable out-of-pocket costs and expenses of each party to this Agreement, the Trust and each Rating Agency in connection with the resignation of such party and the transfer of its duties (including, but not limited to, reasonable out-of-pocket costs and expenses associated with the engagement of a successor, transferring Mortgage Files (solely with respect to the Certificate Administrator) and related information, records and reports to the successor).

Resignation and Removal of the Trustee, the Certificate Administrator and the Tax Administrator. (a) The Trustee, the Certificate Administrator and the Tax Administrator each may at any time resign and be discharged from their respective obligations created hereunder by giving written notice thereof to the other such parties, the Depositor, each Master Servicer, each Special Servicer, the Rule 17g-5 Information Provider (who shall promptly post such notice to the Rule 17g-5 Information Provider’s Website in accordance with Section 8.12(c)) and all the Certificateholders. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor trustee, certificate administrator or tax administrator, as the case may be, meeting the eligibility requirements of Section 8.06 by written instrument, in duplicate, which instrument shall be delivered to the resigning Trustee, Certificate Administrator or Tax Administrator, as the case may be, and to the successor trustee, certificate administrator or tax administrator, as the case may be. A copy of such instrument shall be delivered to other parties hereto and to the Certificateholders by the Depositor. If no successor trustee, certificate administrator or tax administrator, as the case may be, shall have been so appointed and have accepted appointment within thirty (30) days after the giving of such notice of resignation, the resigning Trustee, Certificate Administrator or Tax Administrator, as the case may be, may petition any court of competent jurisdiction for the appointment of a successor trustee, certificate administrator or tax administrator, as the case may be. (b) If at any time the Trustee, the Certificate Administrator or the Tax Administrator shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor or a Master Servicer, or if at any time the Trustee, the Certificate Administrator or the Tax Administrator shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee, the Certificate Administrator or the Tax Administrator or of its property shall be appointed, or any public officer shall take charge or control of the Trustee, the Certificate Administrator or the Tax Administrator or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if the Trustee’s, Certificate Administrator’s or Tax Administrator’s continuing to act in such capacity would result in an Adverse Rating Event with respect to any Class of Rated Certificates rated by a Rating Agency for the Rated Certificates, as confirmed in writing to the Depositor by each applicable Rating Agency, then the Depositor may (and, if it fails to do so within ten (10) Business Days, the requesting Master Servicer shall as soon as practicable) remove the Trustee, the Certificate Administrator or the Tax Administrator, as the case may be, and appoint a successor trustee, certificate administrator or tax administrator, as the case may be, by written instrument, in duplicate, which instrument shall be delivered to the Trustee, the Certificate Administrator or the Tax Administrator, as the case may be, so removed and to the successor trustee, certificate administrator or tax administrator, as the case may be. A copy of such instrument shall be delivered to the other parties hereto and to the Certificateholders by the Depositor. (c) The Holders of Certificates entitled to more than 50% of the Voting Rights may at any time remove the Trustee, Certificate Administrator or Tax Administrator and appoint a successor trustee, certificate administrator or tax administrator, as the case may be, by written instrument or instruments signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Depositor, one complete set to the Trustee, Certificate Administrator or Tax Administrator, as the case may be, so removed, and one complete set to the successor so appointed. All expenses incurred by the Trustee or the Certificate Administrator in connection with the transfer of its duties (or the Mortgage Files, with respect to the Certificate Administrator) to a successor trustee or certificate administrator following the removal of the Trustee or the Certificate Administrator without cause pursuant to this Section 8.07(c), shall be reimbursed to the removed Trustee or Certificate Administrator, as applicable, within thirty (30) days of demand therefor, such reimbursement to be made by the Certificateholders that terminated the Trustee or Certificate Administrator. A copy of such instrument shall be delivered to the other parties hereto and to the remaining Certificateholders by the successor so appointed. (d) Any resignation or removal of the Trustee, the Certificate Administrator or the Tax Administrator and appointment of a successor trustee, certificate administrator or tax administrator, as the case may be, pursuant to any of the provisions of this Section 8.07 shall not become effective until (i) acceptance of appointment by the successor trustee, certificate administrator or tax administrator, as the case may be, as provided in Section 8.08 and (ii) if the successor trustee, certificate administrator or tax administrator, as the case may be, does not have debt ratings that satisfy the criteria set forth in Section 8.06, the appointment of such successor trustee, certificate administrator or tax administrator, as the case may be, is the subject of a Rating Agency Confirmation from each Rating Agency (and, if applicable, an analogous rating agency confirmation from each Pari Passu Companion Loan Rating Agency). (e) Upon resignation, assignment, merger, consolidation, or transfer of the Trustee or its business to a successor, or upon the removal of the Trustee, the outgoing Trustee at its own expense (without right of reimbursement therefor) shall ensure that, prior to consummation of such transaction or as part of its transfer of duties to any successor, (i) the original executed Mortgage Note for each Mortgage Loan (to the extent that the original executed Mortgage Note for each Mortgage Loan was endorsed to the outgoing trustee) is endorsed (without recourse, representation or warranty, express or implied) to the order of the successor, as trustee for the Certificateholders (with the endorsement to recite as endorsee “[name of successor Trustee], as Trustee for the registered holders of WFRBS Wxxxx Fargo Commercial Mortgage Trust 2014-C22LC18, Commercial Mortgage Pass-Through Certificates, Series 2014-C22LC18”), 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 Mortgage Note has been lost, a lost note affidavit and indemnity with a copy of such Mortgage Note), and (ii) in the case of the other Mortgage Loan Documents, the same are assigned (and, other than in connection with the removal of the Trustee pursuant to Section 8.07(c), recorded as appropriate) to such successor (with the assignment to recite as assignee “[name of successor Trustee], as Trustee for the registered holders of WFRBS Wxxxx Fargo Commercial Mortgage Trust 2014-C22LC18, Commercial Mortgage Pass-Through Certificates, Series 2014-C22LC18”), or in blank, and such successor shall review the documents delivered to it or the Custodian with respect to each Mortgage Loan, and certify in writing that, as to each Mortgage Loan then subject to this Agreement, such endorsement and assignment has been made. The outgoing Trustee shall provide copies of the documentation provided for in items (i) and (ii) above to the applicable Master Servicer, in each case to the extent such copies are not already in the applicable Master Servicer’s possession. If the Trustee is removed pursuant to Section 8.07(c), the Mortgage Loan Documents identified in clause (ii) of the preceding sentence shall, if appropriate, be recorded by the successor trustee if so requested by the applicable Master Servicer or the applicable Special Servicer and at the expense of the Trust (i) during any Subordinate Control Period, with the consent of the Subordinate Class Representative, (ii) during any Collective Consultation Period, after consultation with the Subordinate Class Representative and the Trust Advisor and (iii) during any Senior Consultation Period, after consultation with the Trust Advisor. (f) Any successor Trustee or successor Certificate Administrator shall, in connection with its appointment as successor Trustee or successor Certificate Administrator, (i) deliver to the Depositor and the Other Depositor related to an Other Securitization that includes a Serviced Pari Passu Companion Loan, if applicable, the Form 8-K Disclosure Information required pursuant to Item 6.02 of the Form 8-K Current Report regarding itself in its role as successor Trustee or successor Certificate Administrator, as applicable, and (ii) enter into an indemnification agreement reasonably acceptable to the Depositor pursuant to which the successor Trustee or successor Certificate Administrator, as applicable, agrees to indemnify and hold harmless the Depositor, the Other Depositor, their respective directors and officers, and each other Person who controls any such entity within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all expenses, losses, claims, damages and other liabilities, including without limitation the costs of investigation, legal defense and any amounts paid in settlement of any claim or litigation arising out of (A) the failure of any such Form 8-K Disclosure Information, insofar as such information relates to or is applicable to such successor Trustee or successor Certificate Administrator (either in its individual capacity or its capacity as successor Trustee or successor Certificate Administrator under this Agreement), to satisfy the requirements of the applicable provisions of Regulation AB and (B) any untrue statement or alleged untrue statement of a material fact contained in such Form 8-K Disclosure Information regarding itself in its role as successor Trustee or successor Certificate Administrator, as applicable, or any omission or alleged omission to state in such Form 8-K Disclosure Information regarding itself in its role as successor Trustee or successor Certificate Administrator, as applicable, a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (g) The resigning Trustee, Certificate Administrator and Tax Administrator, as applicable, shall be required to pay all reasonable out-of-pocket costs and expenses of each party to this Agreement, the Trust and each Rating Agency in connection with the resignation of such party and the transfer of its duties (including, but not limited to, reasonable out-of-pocket costs and expenses associated with the engagement of a successor, transferring Mortgage Files (solely with respect to the Certificate Administrator) and related information, records and reports to the successor).

Resignation and Removal of the Trustee, the Certificate Administrator and the Tax Administrator. (a) The Trustee, the Certificate Administrator and the Tax Administrator each may at any time resign and be discharged from their respective obligations created hereunder by giving written notice thereof to the other such parties, the Depositor, each the Master Servicer, each the Special Servicer, the Rule 17g-5 Information Provider (who shall promptly post such notice to the Rule 17g-5 Information Provider’s Website in accordance with Section 8.12(c8.12(b)) and all the Certificateholders. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor trustee, certificate administrator or tax administrator, as the case may be, meeting the eligibility requirements of Section 8.06 by written instrument, in duplicate, which instrument shall be delivered to the resigning Trustee, Certificate Administrator or Tax Administrator, as the case may be, and to the successor trustee, certificate administrator or tax administrator, as the case may be. A copy of such instrument shall be delivered to other parties hereto and to the Certificateholders by the Depositor. If no successor trustee, certificate administrator or tax administrator, as the case may be, shall have been so appointed and have accepted appointment within thirty (30) days after the giving of such notice of resignation, the resigning Trustee, Certificate Administrator or Tax Administrator, as the case may be, may petition any court of competent jurisdiction for the appointment of a successor trustee, certificate administrator or tax administrator, as the case may be. (b) If at any time the Trustee, the Certificate Administrator or the Tax Administrator shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor or a the Master Servicer, or if at any time the Trustee, the Certificate Administrator or the Tax Administrator shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee, the Certificate Administrator or the Tax Administrator or of its property shall be appointed, or any public officer shall take charge or control of the Trustee, the Certificate Administrator or the Tax Administrator or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if the Trustee’s, Certificate Administrator’s or Tax Administrator’s continuing to act in such capacity would result in an Adverse Rating Event with respect to any Class of Rated Certificates rated by a Rating Agency for the Rated Certificates, as confirmed in writing to the Depositor by each applicable Rating Agency, then the Depositor may (and, if it fails to do so within ten (10) Business Days, the requesting Master Servicer shall as soon as practicable) remove the Trustee, the Certificate Administrator or the Tax Administrator, as the case may be, and appoint a successor trustee, certificate administrator or tax administrator, as the case may be, by written instrument, in duplicate, which instrument shall be delivered to the Trustee, the Certificate Administrator or the Tax Administrator, as the case may be, so removed and to the successor trustee, certificate administrator or tax administrator, as the case may be. A copy of such instrument shall be delivered to the other parties hereto and to the Certificateholders by the Depositor. (c) The Holders of Certificates entitled to more than 50% of the Voting Rights may at any time remove the Trustee, Certificate Administrator or Tax Administrator and appoint a successor trustee, certificate administrator or tax administrator, as the case may be, by written instrument or instruments signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Depositor, one complete set to the Trustee, Certificate Administrator or Tax Administrator, as the case may be, so removed, and one complete set to the successor so appointed. All expenses incurred by the Trustee or the Certificate Administrator in connection with the its transfer of its duties (or the Mortgage Files, with respect to the Certificate Administrator) Mortgages Files to a successor trustee or certificate administrator following the removal of the Trustee or the Certificate Administrator without cause pursuant to this Section 8.07(c), shall be reimbursed to the removed Trustee or Certificate Administrator, as applicable, within thirty (30) days of demand therefor, such reimbursement to be made by the Certificateholders that terminated the Trustee or Certificate AdministratorTrustee. A copy of such instrument shall be delivered to the other parties hereto and to the remaining Certificateholders by the successor so appointed. (d) Any resignation or removal of the Trustee, the Certificate Administrator or the Tax Administrator and appointment of a successor trustee, certificate administrator or tax administrator, as the case may be, pursuant to any of the provisions of this Section 8.07 shall not become effective until (i) acceptance of appointment by the successor trustee, certificate administrator or tax administrator, as the case may be, as provided in Section 8.08 and (ii) if the successor trustee, certificate administrator or tax administrator, as the case may be, does not have debt ratings that satisfy the criteria set forth in Section 8.06, the appointment of such successor trustee, certificate administrator or tax administrator, as the case may be, is the subject of a Rating Agency Confirmation from each Rating Agency (and, if applicable, an analogous rating agency confirmation from each Pari Passu Companion Rating Agency). (e) Upon resignation, assignment, merger, consolidation, or transfer of the Trustee or its business to a successor, or upon the removal of the Trustee, the outgoing Trustee at its own expense (without right of reimbursement therefor) shall ensure that, prior to consummation of such transaction or as part of its transfer of duties to any successor, (i) the original executed Mortgage Note for each Mortgage Loan (to the extent that the original executed Mortgage Note for each Mortgage Loan was endorsed to the outgoing trustee) is endorsed (without recourse, representation or warranty, express or implied) to the order of the successor, as trustee for the Certificateholders (with the endorsement to recite as endorsee “[name of successor Trustee], as Trustee for the registered holders of WFRBS Commercial Mortgage Trust 2014-C22, Commercial Mortgage Pass-Through Certificates, Series 2014-C22”), 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 Mortgage Note has been lost, a lost note affidavit and indemnity with a copy of such Mortgage Note), and (ii) in the case of the other Mortgage Loan Documents, the same are assigned (and, other than in connection with the removal of the Trustee pursuant to Section 8.07(c), recorded as appropriate) to such successor (with the assignment to recite as assignee “[name of successor Trustee], as Trustee for the registered holders of WFRBS Commercial Mortgage Trust 2014-C22, Commercial Mortgage Pass-Through Certificates, Series 2014-C22”), or in blank, and such successor shall review the documents delivered to it or the Custodian with respect to each Mortgage Loan, and certify in writing that, as to each Mortgage Loan then subject to this Agreement, such endorsement and assignment has been made. The outgoing Trustee shall provide copies of the documentation provided for in items (i) and (ii) above to the applicable Master Servicer, in each case to the extent such copies are not already in the applicable Master Servicer’s possession. If the Trustee is removed pursuant to Section 8.07(c), the Mortgage Loan Documents identified in clause (ii) of the preceding sentence shall, if appropriate, be recorded by the successor trustee if so requested by the applicable Master Servicer or the applicable Special Servicer and at the expense of the Trust (i) during any Subordinate Control Period, with the consent of the Subordinate Class Representative, (ii) during any Collective Consultation Period, after consultation with the Subordinate Class Representative and the Trust Advisor and (iii) during any Senior Consultation Period, after consultation with the Trust Advisor. (f) Any successor Trustee or successor Certificate Administrator shall, in connection with its appointment as successor Trustee or successor Certificate Administrator, (i) deliver to the Depositor and the Other Depositor related to an Other Securitization that includes a Serviced Pari Passu Companion Loan, if applicable, the Form 8-K Disclosure Information required pursuant to Item 6.02 of the Form 8-K Current Report regarding itself in its role as successor Trustee or successor Certificate Administrator, as applicable, and (ii) enter into an indemnification agreement reasonably acceptable to the Depositor pursuant to which the successor Trustee or successor Certificate Administrator, as applicable, agrees to indemnify and hold harmless the Depositor, the Other Depositor, their respective directors and officers, and each other Person who controls any such entity within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all expenses, losses, claims, damages and other liabilities, including without limitation the costs of investigation, legal defense and any amounts paid in settlement of any claim or litigation arising out of (A) the failure of any such Form 8-K Disclosure Information, insofar as such information relates to or is applicable to such successor Trustee or successor Certificate Administrator (either in its individual capacity or its capacity as successor Trustee or successor Certificate Administrator under this Agreement), to satisfy the requirements of the applicable provisions of Regulation AB and (B) any untrue statement or alleged untrue statement of a material fact contained in such Form 8-K Disclosure Information regarding itself in its role as successor Trustee or successor Certificate Administrator, as applicable, or any omission or alleged omission to state in such Form 8-K Disclosure Information regarding itself in its role as successor Trustee or successor Certificate Administrator, as applicable, a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (g) The resigning Trustee, Certificate Administrator and Tax Administrator, as applicable, shall be required to pay all reasonable out-of-pocket costs and expenses of each party to this Agreement, the Trust and each Rating Agency in connection with the resignation of such party and the transfer of its duties (including, but not limited to, reasonable out-of-pocket costs and expenses associated with the engagement of a successor, transferring Mortgage Files (solely with respect to the Certificate Administrator) and related information, records and reports to the successor).

Resignation and Removal of the Trustee, the Certificate Administrator and the Tax Administrator. (a) The Trustee, the Certificate Administrator and the Tax Administrator each may at any time resign and be discharged from their respective obligations created hereunder by giving written notice thereof to the other such parties, the Depositor, each Master Servicer, each Special Servicer, the Rule 17g-5 Information Provider (who shall promptly post such notice to the Rule 17g-5 Information Provider’s Website in accordance with Section 8.12(c)) and all the Certificateholders. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor trustee, certificate administrator or tax administrator, as the case may be, meeting the eligibility requirements of Section 8.06 by written instrument, in duplicate, which instrument shall be delivered to the resigning Trustee, Certificate Administrator or Tax Administrator, as the case may be, and to the successor trustee, certificate administrator or tax administrator, as the case may be. A copy of such instrument shall be delivered to other parties hereto and to the Certificateholders by the Depositor. If no successor trustee, certificate administrator or tax administrator, as the case may be, shall have been so appointed and have accepted appointment within thirty (30) days after the giving of such notice of resignation, the resigning Trustee, Certificate Administrator or Tax Administrator, as the case may be, may petition any court of competent jurisdiction for the appointment of a successor trustee, certificate administrator or tax administrator, as the case may be. (b) If at any time the Trustee, the Certificate Administrator or the Tax Administrator Administrator, as applicable, shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor or a Master Servicer, or if at any time the Trustee, the Certificate Administrator or the Tax Administrator Administrator, as applicable, shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee, the Certificate Administrator or the Tax Administrator or of its property shall be appointed, or any public officer shall take charge or control of the Trustee, the Certificate Administrator or the Tax Administrator Administrator, as applicable, or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if the Trustee’s, Certificate Administrator’s or Tax Administrator’s continuing to act in such capacity would result in an Adverse Rating Event with respect to any Class of Rated Certificates rated by a Rating Agency for the Rated Certificates, as confirmed in writing to the Depositor by each applicable Rating Agency, then the Depositor may (and, in the case of the Trustee, the Certificate Administrator or the Tax Administrator, as applicable, shall cease to be eligible in accordance with the provisions of Section 8.06, if it fails to do so within ten (10) Business Days, the requesting Master Servicer shall as soon as practicable) remove the Trustee, the Certificate Administrator or the Tax Administrator, as the case may be, and appoint a successor trustee, certificate administrator or tax administrator, as the case may be, by written instrument, in duplicate, which instrument shall be delivered to the Trustee, the Certificate Administrator or the Tax Administrator, as the case may be, so removed and to the successor trustee, certificate administrator or tax administrator, as the case may be. A copy of such instrument shall be delivered to the other parties hereto and to the Certificateholders by the Depositor. (c) The Holders of Certificates entitled to more than 50% of the Voting Rights may at any time remove the Trustee, Certificate Administrator or Tax Administrator and appoint a successor trustee, certificate administrator or tax administrator, as the case may be, by written instrument or instruments signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Depositor, one complete set to the Trustee, Certificate Administrator or Tax Administrator, as the case may be, so removed, and one complete set to the successor so appointed. All expenses incurred by the Trustee or the Certificate Administrator in connection with the transfer of its duties (or the Mortgage Files, with respect to the Certificate Administrator) to a successor trustee or certificate administrator following the removal of the Trustee or the Certificate Administrator without cause pursuant to this Section 8.07(c), shall be reimbursed to the removed Trustee or Certificate Administrator, as applicable, within thirty (30) days of demand therefor, such reimbursement to be made by the Certificateholders that terminated the Trustee or Certificate Administrator. A copy of such instrument shall be delivered to the other parties hereto and to the remaining Certificateholders by the successor so appointed. (d) Any resignation or removal of the Trustee, the Certificate Administrator or the Tax Administrator and appointment of a successor trustee, certificate administrator or tax administrator, as the case may be, pursuant to any of the provisions of this Section 8.07 shall not become effective until (i) acceptance of appointment by the successor trustee, certificate administrator or tax administrator, as the case may be, as provided in Section 8.08 and (ii) if the successor trustee, certificate administrator or tax administrator, as the case may be, does not have debt ratings that satisfy the criteria set forth in Section 8.06, the appointment of such successor trustee, certificate administrator or tax administrator, as the case may be, is the subject of a Rating Agency Confirmation from each Rating Agency (and, if applicable, an analogous rating agency confirmation from each Pari Passu Companion Rating Agency). (e) Upon resignation, assignment, merger, consolidation, or transfer of the Trustee or its business to a successor, or upon the removal of the Trustee, the outgoing Trustee at its own expense (without right of reimbursement therefor) shall ensure that, prior to consummation of such transaction or as part of its transfer of duties to any successor, (i) the original executed Mortgage Note for each Mortgage Loan (to the extent that the original executed Mortgage Note for each Mortgage Loan was endorsed to the outgoing trustee) is endorsed (without recourse, representation or warranty, express or implied) to the order of the successor, as trustee for the Certificateholders (with the endorsement to recite as endorsee “[name of successor Trustee], as Trustee for the registered holders of WFRBS Commercial Mortgage Trust 2014-C22C23, Commercial Mortgage Pass-Through Certificates, Series 2014-C22C23”), 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 Mortgage Note has been lost, a lost note affidavit and indemnity with a copy of such Mortgage Note), and (ii) in the case of the other Mortgage Loan Documents, the same are assigned (and, other than in connection with the removal of the Trustee pursuant to Section 8.07(c), recorded as appropriate) to such successor (with the assignment to recite as assignee “[name of successor Trustee], as Trustee for the registered holders of WFRBS Commercial Mortgage Trust 2014-C22C23, Commercial Mortgage Pass-Through Certificates, Series 2014-C22C23”), or in blank, and such successor shall review the documents delivered to it or the Custodian with respect to each Mortgage Loan, and certify in writing that, as to each Mortgage Loan then subject to this Agreement, such endorsement and assignment has been made. The outgoing Trustee shall provide copies of the documentation provided for in items (i) and (ii) above to the applicable Master Servicer, in each case to the extent such copies are not already in the applicable Master Servicer’s possession. If the Trustee is removed pursuant to Section 8.07(c), the Mortgage Loan Documents identified in clause (ii) of the preceding sentence shall, if appropriate, be recorded by the successor trustee if so requested by the applicable Master Servicer or the applicable Special Servicer and at the expense of the Trust (i) during any Subordinate Control Period, with the consent of the Subordinate Class Representative, (ii) during any Collective Consultation Period, after consultation with the Subordinate Class Representative and the Trust Advisor and (iii) during any Senior Consultation Period, after consultation with the Trust Advisor. (f) Any successor Trustee or successor Certificate Administrator shall, in connection with its appointment as successor Trustee or successor Certificate Administrator, (i) deliver to the Depositor and the any Other Depositor related to an Other Securitization that includes a Serviced Pari Passu Companion LoanDepositor, if applicable, the Form 8-K Disclosure Information required pursuant to Item 6.02 of the Form 8-K Current Report regarding itself in its role as successor Trustee or successor Certificate Administrator, as applicable, and (ii) enter into an indemnification agreement reasonably acceptable to the Depositor pursuant to which the successor Trustee or successor Certificate Administrator, as applicable, agrees to indemnify and hold harmless the Depositor, the Other Depositor, their respective directors and officers, and each other Person who controls any such entity within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all expenses, losses, claims, damages and other liabilities, including without limitation the costs of investigation, legal defense and any amounts paid in settlement of any claim or litigation arising out of (A) the failure of any such Form 8-K Disclosure Information, insofar as such information relates to or is applicable to such successor Trustee or successor Certificate Administrator (either in its individual capacity or its capacity as successor Trustee or successor Certificate Administrator under this Agreement), to satisfy the requirements of the applicable provisions of Regulation AB and (B) any untrue statement or alleged untrue statement of a material fact contained in such Form 8-K Disclosure Information regarding itself in its role as successor Trustee or successor Certificate Administrator, as applicable, or any omission or alleged omission to state in such Form 8-K Disclosure Information regarding itself in its role as successor Trustee or successor Certificate Administrator, as applicable, a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (g) The resigning Trustee, Certificate Administrator and Tax Administrator, as applicable, unless removed without cause, shall be required to pay all reasonable out-of-pocket costs and expenses of each party to this Agreement, the Trust and each Rating Agency in connection with the resignation of such party and the transfer of its duties (including, but not limited to, reasonable out-of-pocket costs and expenses associated with the engagement of a successor, transferring Mortgage Files (solely with respect to the Certificate Administrator) and related information, records and reports to the successor).

Resignation and Removal of the Trustee, the Certificate Administrator and the Tax Administrator. (a) The Trustee, the Certificate Administrator and the Tax Administrator each may at any time resign and be discharged from their respective obligations created hereunder by giving written notice thereof to the other such parties, the Depositor, each the Master Servicer, each the Special Servicer, the Rule 17g-5 Information Provider (who shall promptly post such notice to the Rule 17g-5 Information Provider’s Website in accordance with Section 8.12(c8.12(b)) and all the Certificateholders. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor trustee, certificate administrator or tax administrator, as the case may be, meeting the eligibility requirements of Section 8.06 by written instrument, in duplicate, which instrument shall be delivered to the resigning Trustee, Certificate Administrator or Tax Administrator, as the case may be, and to the successor trustee, certificate administrator or tax administrator, as the case may be. A copy of such instrument shall be delivered to other parties hereto and to the Certificateholders by the Depositor. If no successor trustee, certificate administrator or tax administrator, as the case may be, shall have been so appointed and have accepted appointment within thirty (30) days after the giving of such notice of resignation, the resigning Trustee, Certificate Administrator or Tax Administrator, as the case may be, may petition any court of competent jurisdiction for the appointment of a successor trustee, certificate administrator or tax administrator, as the case may be. (b) If at any time the Trustee, the Certificate Administrator or the Tax Administrator shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor or a the Master Servicer, or if at any time the Trustee, the Certificate Administrator or the Tax Administrator shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee, the Certificate Administrator or the Tax Administrator or of its property shall be appointed, or any public officer shall take charge or control of the Trustee, the Certificate Administrator or the Tax Administrator or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if the Trustee’s, Certificate Administrator’s or Tax Administrator’s continuing to act in such capacity would result in an Adverse Rating Event with respect to any Class of Rated Certificates rated by a Rating Agency for the Rated Certificates, as confirmed in writing to the Depositor by each applicable Rating Agency, then the Depositor may (and, if it fails to do so within ten (10) Business Days, the requesting Master Servicer shall as soon as practicable) remove the Trustee, the Certificate Administrator or the Tax Administrator, as the case may be, and appoint a successor trustee, certificate administrator or tax administrator, as the case may be, by written instrument, in duplicate, which instrument shall be delivered to the Trustee, the Certificate Administrator or the Tax Administrator, as the case may be, so removed and to the successor trustee, certificate administrator or tax administrator, as the case may be. A copy of such instrument shall be delivered to the other parties hereto and to the Certificateholders by the Depositor. (c) The Holders of Certificates entitled to more than 50% of the Voting Rights may at any time remove the Trustee, Certificate Administrator or Tax Administrator and appoint a successor trustee, certificate administrator or tax administrator, as the case may be, by written instrument or instruments signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Depositor, one complete set to the Trustee, Certificate Administrator or Tax Administrator, as the case may be, so removed, and one complete set to the successor so appointed. All expenses incurred by the Trustee or the Certificate Administrator in connection with the its transfer of its duties (or the Mortgage Files, with respect to the Certificate Administrator) Mortgages Files to a successor trustee or certificate administrator following the removal of the Trustee or the Certificate Administrator without cause pursuant to this Section 8.07(c), shall be reimbursed to the removed Trustee or Certificate Administrator, as applicable, within thirty (30) days of demand therefor, such reimbursement to be made by the Certificateholders that terminated the Trustee or Certificate AdministratorTrustee. A copy of such instrument shall be delivered to the other parties hereto and to the remaining Certificateholders by the successor so appointed. (d) Any resignation or removal of the Trustee, the Certificate Administrator or the Tax Administrator and appointment of a successor trustee, certificate administrator or tax administrator, as the case may be, pursuant to any of the provisions of this Section 8.07 shall not become effective until (i) acceptance of appointment by the successor trustee, certificate administrator or tax administrator, as the case may be, as provided in Section 8.08 and (ii) if the successor trustee, certificate administrator or tax administrator, as the case may be, does not have debt ratings that satisfy the criteria set forth in Section 8.06, the appointment of such successor trustee, certificate administrator or tax administrator, as the case may be, is the subject of a Rating Agency Confirmation from each Rating Agency (and, if applicable, an analogous rating agency confirmation from each Pari Passu Companion Rating Agency). (e) Upon resignation, assignment, merger, consolidation, or transfer of the Trustee or its business to a successor, or upon the removal of the Trustee, the outgoing Trustee at its own expense (without right of reimbursement therefor) shall ensure that, prior to consummation of such transaction or as part of its transfer of duties to any successor, (i) the original executed Mortgage Note for each Mortgage Loan (to the extent that the original executed Mortgage Note for each Mortgage Loan was endorsed to the outgoing trustee) is endorsed (without recourse, representation or warranty, express or implied) to the order of the successor, as trustee for the Certificateholders (with the endorsement to recite as endorsee “[name of successor Trustee], in its capacity as Trustee for the registered holders of WFRBS RBS Commercial Mortgage Trust 2014-C22Funding Inc., Commercial Mortgage Pass-Through Certificates, Series 20142012-C22C7”), or in blank, and further showing a complete, unbroken chain change of endorsement from the originator (if such originator is not the applicable Mortgage Loan Seller) (or, alternatively, if the original executed Mortgage Note has been lost, a lost note affidavit and indemnity with a copy of such Mortgage Note), and (ii) in the case of the other Mortgage Loan Documents, the same are assigned (and, other than in connection with the removal of the Trustee pursuant to Section 8.07(c), recorded as appropriate) to such successor (with the assignment to recite as assignee “[name of successor Trustee], in its capacity as Trustee for the registered holders of WFRBS RBS Commercial Mortgage Trust 2014-C22Funding Inc., Commercial Mortgage Pass-Through Certificates, Series 20142012-C22C7”), or in blank, and such successor shall review the documents delivered to it or the Custodian with respect to each Mortgage Loan, and certify in writing that, as to each Mortgage Loan then subject to this Agreement, such endorsement and assignment has been made. The outgoing Trustee shall provide copies of the documentation provided for in items (i) and (ii) above to the applicable Master Servicer, in each case to the extent such copies are not already in the applicable Master Servicer’s possession. If the Trustee is removed pursuant to Section 8.07(c), the Mortgage Loan Documents identified in clause (ii) of the preceding sentence shall, if appropriate, be recorded by the successor trustee if so requested by the applicable Master Servicer or the applicable Special Servicer and at the expense of the Trust (i) during any Subordinate Control Period, with the consent of the Subordinate Class Representative, (ii) during any Collective Consultation Period, after consultation with the Subordinate Class Representative and the Trust Advisor and (iii) during any Senior Consultation Period, after consultation with the Trust Advisor. (f) Any successor Trustee or successor Certificate Administrator shall, in connection with its appointment as successor Trustee or successor Certificate Administrator, (i) deliver to the Depositor and the Other Depositor related to an Other Securitization that includes a Serviced Pari Passu Companion Loan, if applicable, the Form 8-K Disclosure Information required pursuant to Item 6.02 of the Form 8-K Current Report regarding itself in its role as successor Trustee or successor Certificate Administrator, as applicable, and (ii) enter into an indemnification agreement reasonably acceptable to the Depositor pursuant to which the successor Trustee or successor Certificate Administrator, as applicable, agrees to indemnify and hold harmless the Depositor, the Other Depositor, their respective directors and officers, and each other Person who controls any such entity within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all expenses, losses, claims, damages and other liabilities, including without limitation the costs of investigation, legal defense and any amounts paid in settlement of any claim or litigation arising out of (A) the failure of any such Form 8-K Disclosure Information, insofar as such information relates to or is applicable to such successor Trustee or successor Certificate Administrator (either in its individual capacity or its capacity as successor Trustee or successor Certificate Administrator under this Agreement), to satisfy the requirements of the applicable provisions of Regulation AB and (B) any untrue statement or alleged untrue statement of a material fact contained in such Form 8-K Disclosure Information regarding itself in its role as successor Trustee or successor Certificate Administrator, as applicable, or any omission or alleged omission to state in such Form 8-K Disclosure Information regarding itself in its role as successor Trustee or successor Certificate Administrator, as applicable, a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (g) The resigning Trustee, Certificate Administrator and Tax Administrator, as applicable, shall be required to pay all reasonable out-of-pocket costs and expenses of each party to this Agreement, the Trust and each Rating Agency in connection with the resignation of such party and the transfer of its duties (including, but not limited to, reasonable out-of-pocket costs and expenses associated with the engagement of a successor, transferring Mortgage Files (solely with respect to the Certificate Administrator) and related information, records and reports to the successor).

Resignation and Removal of the Trustee, the Certificate Administrator and the Tax Administrator. (a) The Trustee, the Certificate Administrator and the Tax Administrator each may at any time resign and be discharged from their respective obligations created hereunder by giving written notice thereof to the other such parties, the Depositor, each Master Servicer, each Special Servicer, the Rule 17g-5 Information Provider (who shall promptly post such notice to the Rule 17g-5 Information Provider’s Website in accordance with Section 8.12(c8.12(b)) and all the Certificateholders. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor trustee, certificate administrator or tax administrator, as the case may be, meeting the eligibility requirements of Section 8.06 by written instrument, in duplicate, which instrument shall be delivered to the resigning Trustee, Certificate Administrator or Tax Administrator, as the case may be, and to the successor trustee, certificate administrator or tax administrator, as the case may be. A copy of such instrument shall be delivered to other parties hereto and to the Certificateholders by the Depositor. If no successor trustee, certificate administrator or tax administrator, as the case may be, shall have been so appointed and have accepted appointment within thirty (30) days after the giving of such notice of resignation, the resigning Trustee, Certificate Administrator or Tax Administrator, as the case may be, may petition any court of competent jurisdiction for the appointment of a successor trustee, certificate administrator or tax administrator, as the case may be. (b) If at any time the Trustee, the Certificate Administrator or the Tax Administrator shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor or a Master Servicer, or if at any time the Trustee, the Certificate Administrator or the Tax Administrator shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee, the Certificate Administrator or the Tax Administrator or of its property shall be appointed, or any public officer shall take charge or control of the Trustee, the Certificate Administrator or the Tax Administrator or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if the Trustee’s, Certificate Administrator’s or Tax Administrator’s continuing to act in such capacity would result in an Adverse Rating Event with respect to any Class of Rated Certificates rated by a Rating Agency for the Rated Certificates, as confirmed in writing to the Depositor by each applicable Rating Agency, then the Depositor may (and, if it fails to do so within ten (10) Business Days, the requesting Master Servicer shall as soon as practicable) remove the Trustee, the Certificate Administrator or the Tax Administrator, as the case may be, and appoint a successor trustee, certificate administrator or tax administrator, as the case may be, by written instrument, in duplicate, which instrument shall be delivered to the Trustee, the Certificate Administrator or the Tax Administrator, as the case may be, so removed and to the successor trustee, certificate administrator or tax administrator, as the case may be. A copy of such instrument shall be delivered to the other parties hereto and to the Certificateholders by the Depositor. (c) The Holders of Certificates entitled to more than 50% of the Voting Rights may at any time remove the Trustee, Certificate Administrator or Tax Administrator and appoint a successor trustee, certificate administrator or tax administrator, as the case may be, by written instrument or instruments signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Depositor, one complete set to the Trustee, Certificate Administrator or Tax Administrator, as the case may be, so removed, and one complete set to the successor so appointed. All expenses incurred by the Trustee or the Certificate Administrator in connection with the transfer of its duties (or the Mortgage Files, with respect to the Certificate Administrator) to a successor trustee or certificate administrator following the removal of the Trustee or the Certificate Administrator without cause pursuant to this Section 8.07(c), shall be reimbursed to the removed Trustee or Certificate Administrator, as applicable, within thirty (30) days of demand therefor, such reimbursement to be made by the Certificateholders that terminated the Trustee or Certificate Administrator. A copy of such instrument shall be delivered to the other parties hereto and to the remaining Certificateholders by the successor so appointed. (d) Any resignation or removal of the Trustee, the Certificate Administrator or the Tax Administrator and appointment of a successor trustee, certificate administrator or tax administrator, as the case may be, pursuant to any of the provisions of this Section 8.07 shall not become effective until (i) acceptance of appointment by the successor trustee, certificate administrator or tax administrator, as the case may be, as provided in Section 8.08 and (ii) if the successor trustee, certificate administrator or tax administrator, as the case may be, does not have debt ratings that satisfy the criteria set forth in Section 8.06, the appointment of such successor trustee, certificate administrator or tax administrator, as the case may be, is the subject of a Rating Agency Confirmation from each Rating Agency (and, if applicable, an analogous rating agency confirmation from each Pari Passu Companion Rating Agency). (e) Upon resignation, assignment, merger, consolidation, or transfer of the Trustee or its business to a successor, or upon the removal of the Trustee, the outgoing Trustee at its own expense (without right of reimbursement therefor) shall ensure that, prior to consummation of such transaction or as part of its transfer of duties to any successor, (i) the original executed Mortgage Note for each Mortgage Loan (to the extent that the original executed Mortgage Note for each Mortgage Loan was endorsed to the outgoing trustee) is endorsed (without recourse, representation or warranty, express or implied) to the order of the successor, as trustee for the Certificateholders (with the endorsement to recite as endorsee “[name of successor Trustee], as Trustee for the registered holders of WFRBS RBS Commercial Mortgage Trust 2014-C22Funding Inc., Commercial Mortgage Pass-Through Certificates, Series 20142013-C22C13”), 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 Mortgage Note has been lost, a lost note affidavit and indemnity with a copy of such Mortgage Note), and (ii) in the case of the other Mortgage Loan Documents, the same are assigned (and, other than in connection with the removal of the Trustee pursuant to Section 8.07(c), recorded as appropriate) to such successor (with the assignment to recite as assignee “[name of successor Trustee], as Trustee for the registered holders of WFRBS RBS Commercial Mortgage Trust 2014-C22Funding Inc., Commercial Mortgage Pass-Through Certificates, Series 20142013-C22C13”), or in blank, and such successor shall review the documents delivered to it or the Custodian with respect to each Mortgage Loan, and certify in writing that, as to each Mortgage Loan then subject to this Agreement, such endorsement and assignment has been made. The outgoing Trustee shall provide copies of the documentation provided for in items (i) and (ii) above to the applicable Master Servicer, in each case to the extent such copies are not already in the applicable Master Servicer’s possession. If the Trustee is removed pursuant to Section 8.07(c), the Mortgage Loan Documents identified in clause (ii) of the preceding sentence shall, if appropriate, be recorded by the successor trustee if so requested by the applicable Master Servicer or the applicable Special Servicer and at the expense of the Trust (i) during any Subordinate Control Period, with the consent of the Subordinate Class Representative, (ii) during any Collective Consultation Period, after consultation with the Subordinate Class Representative and the Trust Advisor and (iii) during any Senior Consultation Period, after consultation with the Trust Advisor. (f) Any successor Trustee or successor Certificate Administrator shall, in connection with its appointment as successor Trustee or successor Certificate Administrator, (i) deliver to the Depositor and the Other Depositor related to an Other Securitization that includes a Serviced Pari Passu Companion Loan, if applicable, the Form 8-K Disclosure Information required pursuant to Item 6.02 of the Form 8-K Current Report regarding itself in its role as successor Trustee or successor Certificate Administrator, as applicable, and (ii) enter into an indemnification agreement reasonably acceptable to the Depositor pursuant to which the successor Trustee or successor Certificate Administrator, as applicable, agrees to indemnify and hold harmless the Depositor, the Other Depositor, their respective directors and officers, and each other Person who controls any such entity within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all expenses, losses, claims, damages and other liabilities, including without limitation the costs of investigation, legal defense and any amounts paid in settlement of any claim or litigation arising out of (A) the failure of any such Form 8-K Disclosure Information, insofar as such information relates to or is applicable to such successor Trustee or successor Certificate Administrator (either in its individual capacity or its capacity as successor Trustee or successor Certificate Administrator under this Agreement), to satisfy the requirements of the applicable provisions of Regulation AB and (B) any untrue statement or alleged untrue statement of a material fact contained in such Form 8-K Disclosure Information regarding itself in its role as successor Trustee or successor Certificate Administrator, as applicable, or any omission or alleged omission to state in such Form 8-K Disclosure Information regarding itself in its role as successor Trustee or successor Certificate Administrator, as applicable, a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (g) The resigning Trustee, Certificate Administrator and Tax Administrator, as applicable, shall be required to pay all reasonable out-of-pocket costs and expenses of each party to this Agreement, the Trust and each Rating Agency in connection with the resignation of such party and the transfer of its duties (including, but not limited to, reasonable out-of-pocket costs and expenses associated with the engagement of a successor, transferring Mortgage Files (solely with respect to the Certificate Administrator) and related information, records and reports to the successor).

Resignation and Removal of the Trustee, the Certificate Administrator and the Tax Administrator. (a) The Trustee, the Certificate Administrator and the Tax Administrator each may at any time resign and be discharged from their respective obligations created hereunder by giving written notice thereof to the other such parties, the Depositor, each the Master Servicer, each the Special Servicer, the Rule 17g-5 Information Provider (who shall promptly post such notice to the Rule 17g-5 Information Provider’s Website in accordance with Section 8.12(c8.12(b)) and all the Certificateholders. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor trustee, certificate administrator or tax administrator, as the case may be, meeting the eligibility requirements of Section 8.06 by written instrument, in duplicate, which instrument shall be delivered to the resigning Trustee, Certificate Administrator or Tax Administrator, as the case may be, and to the successor trustee, certificate administrator or tax administrator, as the case may be. A copy of such instrument shall be delivered to other parties hereto and to the Certificateholders by the Depositor. If no successor trustee, certificate administrator or tax administrator, as the case may be, shall have been so appointed and have accepted appointment within thirty (30) days after the giving of such notice of resignation, the resigning Trustee, Certificate Administrator or Tax Administrator, as the case may be, may petition any court of competent jurisdiction for the appointment of a successor trustee, certificate administrator or tax administrator, as the case may be. (b) If at any time the Trustee, the Certificate Administrator or the Tax Administrator shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor or a the Master Servicer, or if at any time the Trustee, the Certificate Administrator or the Tax Administrator shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee, the Certificate Administrator or the Tax Administrator or of its property shall be appointed, or any public officer shall take charge or control of the Trustee, the Certificate Administrator or the Tax Administrator or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if the Trustee’s, Certificate Administrator’s or Tax Administrator’s continuing to act in such capacity would result in an Adverse Rating Event with respect to any Class of Rated Certificates rated by a Rating Agency for the Rated Certificates, as confirmed in writing to the Depositor by each applicable Rating Agency, then the Depositor may (and, if it fails to do so within ten (10) Business Days, the requesting Master Servicer shall as soon as practicable) remove the Trustee, the Certificate Administrator or the Tax Administrator, as the case may be, and appoint a successor trustee, certificate administrator or tax administrator, as the case may be, by written instrument, in duplicate, which instrument shall be delivered to the Trustee, the Certificate Administrator or the Tax Administrator, as the case may be, so removed and to the successor trustee, certificate administrator or tax administrator, as the case may be. A copy of such instrument shall be delivered to the other parties hereto and to the Certificateholders by the Depositor. (c) The Holders of Certificates entitled to more than 50% of the Voting Rights may at any time remove the Trustee, Certificate Administrator or Tax Administrator and appoint a successor trustee, certificate administrator or tax administrator, as the case may be, by written instrument or instruments signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Depositor, one complete set to the Trustee, Certificate Administrator or Tax Administrator, as the case may be, so removed, and one complete set to the successor so appointed. All expenses incurred by the Trustee or the Certificate Administrator in connection with the its transfer of its duties (or the Mortgage Files, with respect to the Certificate Administrator) Mortgages Files to a successor trustee or certificate administrator following the removal of the Trustee or the Certificate Administrator without cause pursuant to this Section 8.07(c), shall be reimbursed to the removed Trustee or Certificate Administrator, as applicable, within thirty (30) days of demand therefor, such reimbursement to be made by the Certificateholders that terminated the Trustee or Certificate AdministratorTrustee. A copy of such instrument shall be delivered to the other parties hereto and to the remaining Certificateholders by the successor so appointed. (d) Any resignation or removal of the Trustee, the Certificate Administrator or the Tax Administrator and appointment of a successor trustee, certificate administrator or tax administrator, as the case may be, pursuant to any of the provisions of this Section 8.07 shall not become effective until (i) acceptance of appointment by the successor trustee, certificate administrator or tax administrator, as the case may be, as provided in Section 8.08 and (ii) if the successor trustee, certificate administrator or tax administrator, as the case may be, does not have debt ratings that satisfy the criteria set forth in Section 8.06, the appointment of such successor trustee, certificate administrator or tax administrator, as the case may be, is the subject of a Rating Agency Confirmation from each Rating Agency (and, if applicable, an analogous rating agency confirmation from each Pari Passu Companion Rating Agency). (e) Upon resignation, assignment, merger, consolidation, or transfer of the Trustee or its business to a successor, or upon the removal of the Trustee, the outgoing Trustee at its own expense (without right of reimbursement therefor) shall ensure that, prior to consummation of such transaction or as part of its transfer of duties to any successor, (i) the original executed Mortgage Note for each Mortgage Loan (to the extent that the original executed Mortgage Note for each Mortgage Loan was endorsed to the outgoing trustee) is endorsed (without recourse, representation or warranty, express or implied) to the order of the successor, as trustee for the Certificateholders (with the endorsement to recite as endorsee “[name of successor Trustee], in its capacity as Trustee for the registered holders of WFRBS Wxxxx Fargo Commercial Mortgage Trust 2014-C22Securities, Inc., Commercial Mortgage Pass-Through Certificates, Series 20142012-C22C8”), or in blank, and further showing a complete, unbroken chain change of endorsement from the originator (if such originator is not the applicable Mortgage Loan Seller) (or, alternatively, if the original executed Mortgage Note has been lost, a lost note affidavit and indemnity with a copy of such Mortgage Note), and (ii) in the case of the other Mortgage Loan Documents, the same are assigned (and, other than in connection with the removal of the Trustee pursuant to Section 8.07(c), recorded as appropriate) to such successor (with the assignment to recite as assignee “[name of successor Trustee], in its capacity as Trustee for the registered holders of WFRBS Wxxxx Fargo Commercial Mortgage Trust 2014-C22Securities, Inc., Commercial Mortgage Pass-Through Certificates, Series 20142012-C22C8”), or in blank, and such successor shall review the documents delivered to it or the Custodian with respect to each Mortgage Loan, and certify in writing that, as to each Mortgage Loan then subject to this Agreement, such endorsement and assignment has been made. The outgoing Trustee shall provide copies of the documentation provided for in items (i) and (ii) above to the applicable Master Servicer, in each case to the extent such copies are not already in the applicable Master Servicer’s possession. If the Trustee is removed pursuant to Section 8.07(c), the Mortgage Loan Documents identified in clause (ii) of the preceding sentence shall, if appropriate, be recorded by the successor trustee if so requested by the applicable Master Servicer or the applicable Special Servicer and at the expense of the Trust (i) during any Subordinate Control Period, with the consent of the Subordinate Class Representative, (ii) during any Collective Consultation Period, after consultation with the Subordinate Class Representative and the Trust Advisor and (iii) during any Senior Consultation Period, after consultation with the Trust Advisor. (f) Any successor Trustee or successor Certificate Administrator shall, in connection with its appointment as successor Trustee or successor Certificate Administrator, (i) deliver to the Depositor and the Other Depositor related to an Other Securitization that includes a Serviced Pari Passu Companion Loan, if applicable, the Form 8-K Disclosure Information required pursuant to Item 6.02 of the Form 8-K Current Report regarding itself in its role as successor Trustee or successor Certificate Administrator, as applicable, and (ii) enter into an indemnification agreement reasonably acceptable to the Depositor pursuant to which the successor Trustee or successor Certificate Administrator, as applicable, agrees to indemnify and hold harmless the Depositor, the Other Depositor, their respective directors and officers, and each other Person who controls any such entity within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all expenses, losses, claims, damages and other liabilities, including without limitation the costs of investigation, legal defense and any amounts paid in settlement of any claim or litigation arising out of (A) the failure of any such Form 8-K Disclosure Information, insofar as such information relates to or is applicable to such successor Trustee or successor Certificate Administrator (either in its individual capacity or its capacity as successor Trustee or successor Certificate Administrator under this Agreement), to satisfy the requirements of the applicable provisions of Regulation AB and (B) any untrue statement or alleged untrue statement of a material fact contained in such Form 8-K Disclosure Information regarding itself in its role as successor Trustee or successor Certificate Administrator, as applicable, or any omission or alleged omission to state in such Form 8-K Disclosure Information regarding itself in its role as successor Trustee or successor Certificate Administrator, as applicable, a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (g) The resigning Trustee, Certificate Administrator and Tax Administrator, as applicable, shall be required to pay all reasonable out-of-pocket costs and expenses of each party to this Agreement, the Trust and each Rating Agency in connection with the resignation of such party and the transfer of its duties (including, but not limited to, reasonable out-of-pocket costs and expenses associated with the engagement of a successor, transferring Mortgage Files (solely with respect to the Certificate Administrator) and related information, records and reports to the successor).

Resignation and Removal of the Trustee, the Certificate Administrator and the Tax Administrator. (a) The Trustee, the Certificate Administrator and the Tax Administrator each may at any time resign and be discharged from their respective obligations created hereunder by giving written notice thereof to the other such parties, the Depositor, each the Master Servicer, each the Special Servicer, the Rule 17g-5 Information Provider (who shall promptly post such notice to the Rule 17g-5 Information Provider’s Website in accordance with Section 8.12(c8.12(b)) and all the Certificateholders. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor trustee, certificate administrator or tax administrator, as the case may be, meeting the eligibility requirements of Section 8.06 by written instrument, in duplicate, which instrument shall be delivered to the resigning Trustee, Certificate Administrator or Tax Administrator, as the case may be, and to the successor trustee, certificate administrator or tax administrator, as the case may be. A copy of such instrument shall be delivered to other parties hereto and to the Certificateholders by the Depositor. If no successor trustee, certificate administrator or tax administrator, as the case may be, shall have been so appointed and have accepted appointment within thirty (30) days after the giving of such notice of resignation, the resigning Trustee, Certificate Administrator or Tax Administrator, as the case may be, may petition any court of competent jurisdiction for the appointment of a successor trustee, certificate administrator or tax administrator, as the case may be. (b) If at any time the Trustee, the Certificate Administrator or the Tax Administrator shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor or a the Master Servicer, or if at any time the Trustee, the Certificate Administrator or the Tax Administrator shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee, the Certificate Administrator or the Tax Administrator or of its property shall be appointed, or any public officer shall take charge or control of the Trustee, the Certificate Administrator or the Tax Administrator or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if the Trustee’s, Certificate Administrator’s or Tax Administrator’s continuing to act in such capacity would result in an Adverse Rating Event with respect to any Class of Rated Certificates rated by a Rating Agency for the Rated Certificates, as confirmed in writing to the Depositor by each applicable Rating Agency, then the Depositor may (and, if it fails to do so within ten (10) Business Days, the requesting Master Servicer shall as soon as practicable) remove the Trustee, the Certificate Administrator or the Tax Administrator, as the case may be, and appoint a successor trustee, certificate administrator or tax administrator, as the case may be, by written instrument, in duplicate, which instrument shall be delivered to the Trustee, the Certificate Administrator or the Tax Administrator, as the case may be, so removed and to the successor trustee, certificate administrator or tax administrator, as the case may be. A copy of such instrument shall be delivered to the other parties hereto and to the Certificateholders by the Depositor. (c) The Holders of Certificates entitled to more than 50% of the Voting Rights may at any time remove the Trustee, Certificate Administrator or Tax Administrator and appoint a successor trustee, certificate administrator or tax administrator, as the case may be, by written instrument or instruments signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Depositor, one complete set to the Trustee, Certificate Administrator or Tax Administrator, as the case may be, so removed, and one complete set to the successor so appointed. All expenses incurred by the Trustee or the Certificate Administrator in connection with the its transfer of its duties (or the Mortgage Files, with respect to the Certificate Administrator) Mortgages Files to a successor trustee or certificate administrator following the removal of the Trustee or the Certificate Administrator without cause pursuant to this Section 8.07(c), shall be reimbursed to the removed Trustee or Certificate Administrator, as applicable, within thirty (30) days of demand therefor, such reimbursement to be made by the Certificateholders that terminated the Trustee or Certificate AdministratorTrustee. A copy of such instrument shall be delivered to the other parties hereto and to the remaining Certificateholders by the successor so appointed. (d) Any resignation or removal of the Trustee, the Certificate Administrator or the Tax Administrator and appointment of a successor trustee, certificate administrator or tax administrator, as the case may be, pursuant to any of the provisions of this Section 8.07 shall not become effective until (i) acceptance of appointment by the successor trustee, certificate administrator or tax administrator, as the case may be, as provided in Section 8.08 and (ii) if the successor trustee, certificate administrator or tax administrator, as the case may be, does not have debt ratings that satisfy the criteria set forth in Section 8.06, the appointment of such successor trustee, certificate administrator or tax administrator, as the case may be, is the subject of a Rating Agency Confirmation from each Rating Agency (and, if applicable, an analogous rating agency confirmation from each Pari Passu Companion Rating Agency)Confirmation. (e) Upon resignation, assignment, merger, consolidation, or transfer of the Trustee or its business to a successor, or upon the removal of the Trustee, the outgoing Trustee at its own expense (without right of reimbursement therefor) shall ensure that, prior to consummation of such transaction or as part of its transfer of duties to any successor, (i) the original executed Mortgage Note for each Mortgage Loan (to the extent that the original executed Mortgage Note for each Mortgage Loan was endorsed to the outgoing trustee) is endorsed (without recourse, representation or warranty, express or implied) to the order of the successor, as trustee for the Certificateholders (with the endorsement to recite as endorsee “[name of successor Trustee], in its capacity as Trustee for the registered holders of WFRBS Xxxxx Fargo Commercial Mortgage Trust 2014-C22Securities, Inc., Commercial Mortgage Pass-Through Certificates, Series 20142012-C22C6”), or in blank, and further showing a complete, unbroken chain change of endorsement from the originator (if such originator is not the applicable Mortgage Loan Seller) (or, alternatively, if the original executed Mortgage Note has been lost, a lost note affidavit and indemnity with a copy of such Mortgage Note), and (ii) in the case of the other Mortgage Loan Documents, the same are assigned (and, other than in connection with the removal of the Trustee pursuant to Section 8.07(c), recorded as appropriate) to such successor (with the assignment to recite as assignee “[name of successor Trustee], in its capacity as Trustee for the registered holders of WFRBS Xxxxx Fargo Commercial Mortgage Trust 2014-C22Securities, Inc., Commercial Mortgage Pass-Through Certificates, Series 20142012-C22C6”), or in blank, and such successor shall review the documents delivered to it or the Custodian with respect to each Mortgage Loan, and certify in writing that, as to each Mortgage Loan then subject to this Agreement, such endorsement and assignment has been made. The outgoing Trustee shall provide copies of the documentation provided for in items (i) and (ii) above to the applicable Master Servicer, in each case to the extent such copies are not already in the applicable Master Servicer’s possession. If the Trustee is removed pursuant to Section 8.07(c), the Mortgage Loan Documents identified in clause (ii) of the preceding sentence shall, if appropriate, be recorded by the successor trustee if so requested by the applicable Master Servicer or the applicable Special Servicer and at the expense of the Trust (i) during any Subordinate Control Period, with the consent of the Subordinate Class Representative, (ii) during any Collective Consultation Period, after consultation with the Subordinate Class Representative and the Trust Advisor and (iii) during any Senior Consultation Period, after consultation with the Trust Advisor. (f) Any successor Trustee or successor Certificate Administrator shall, in connection with its appointment as successor Trustee or successor Certificate Administrator, (i) deliver to the Depositor and the Other Depositor related to an Other Securitization that includes a Serviced Pari Passu Companion Loan, if applicable, the Form 8-K Disclosure Information required pursuant to Item 6.02 of the Form 8-K Current Report regarding itself in its role as successor Trustee or successor Certificate Administrator, as applicable, and (ii) enter into an indemnification agreement reasonably acceptable to the Depositor pursuant to which the successor Trustee or successor Certificate Administrator, as applicable, agrees to indemnify and hold harmless the Depositor, the Other Depositor, their respective directors and officers, and each other Person who controls any such entity within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all expenses, losses, claims, damages and other liabilities, including without limitation the costs of investigation, legal defense and any amounts paid in settlement of any claim or litigation arising out of (A) the failure of any such Form 8-K Disclosure Information, insofar as such information relates to or is applicable to such successor Trustee or successor Certificate Administrator (either in its individual capacity or its capacity as successor Trustee or successor Certificate Administrator under this Agreement), to satisfy the requirements of the applicable provisions of Regulation AB and (B) any untrue statement or alleged untrue statement of a material fact contained in such Form 8-K Disclosure Information regarding itself in its role as successor Trustee or successor Certificate Administrator, as applicable, or any omission or alleged omission to state in such Form 8-K Disclosure Information regarding itself in its role as successor Trustee or successor Certificate Administrator, as applicable, a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (g) The resigning Trustee, Certificate Administrator and Tax Administrator, as applicable, shall be required to pay all reasonable out-of-pocket costs and expenses of each party to this Agreement, the Trust and each Rating Agency in connection with the resignation of such party and the transfer of its duties (including, but not limited to, reasonable out-of-pocket costs and expenses associated with the engagement of a successor, transferring Mortgage Files (solely with respect to the Certificate Administrator) and related information, records and reports to the successor).

Resignation and Removal of the Trustee, the Certificate Administrator and the Tax Administrator. (a) The Trustee, the Certificate Administrator and the Tax Administrator each may at any time resign and be discharged from their respective obligations created hereunder by giving written notice thereof to the other such parties, the Depositor, each the Master ServicerServicers, each the Special Servicer, the Rule 17g-5 Information Provider (who shall promptly post such notice to the Rule 17g-5 Information Provider’s Website in accordance with Section 8.12(c)) Rating Agencies and all the Certificateholders. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor trustee, certificate administrator or tax administrator, as the case may be, meeting the eligibility requirements of Section 8.06 by written instrument, in duplicate, which instrument shall be delivered to the resigning Trustee, Certificate Administrator or Tax Administrator, as the case may be, and to the successor trustee, certificate administrator or tax administrator, as the case may be. A copy of such instrument shall be delivered to other parties hereto and to the Certificateholders by the Depositor. If no successor trustee, certificate administrator or tax administrator, as the case may be, shall have been so appointed and have accepted appointment within thirty (30) 30 days after the giving of such notice of resignation, the resigning Trustee, Certificate Administrator or Tax Administrator, as the case may be, may petition any court of competent jurisdiction for the appointment of a successor trustee, certificate administrator or tax administrator, as the case may be. (b) If at any time the Trustee, the Certificate Administrator or the Tax Administrator shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor or a Master Servicer, or if at any time the Trustee, the Certificate Administrator or the Tax Administrator shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee, the Certificate Administrator or the Tax Administrator or of its property shall be appointed, or any public officer shall take charge or control of the Trustee, the Certificate Administrator or the Tax Administrator or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if the Trustee’s's, Certificate Administrator’s 's or Tax Administrator’s 's continuing to act in such capacity would result in an Adverse Rating Event with respect to any Class of Rated Certificates rated by a Rating Agency for the Rated Certificates, as confirmed in writing to the Depositor by each applicable Rating Agency, then the Depositor may (and, if it fails to do so within ten (10) 10 Business Days, the requesting PAR or any successor thereto as Master Servicer shall as soon as practicable) remove the Trustee, the Certificate Administrator or the Tax Administrator, as the case may be, and appoint a successor trustee, certificate administrator or tax administrator, as the case may be, by written instrument, in duplicate, which instrument shall be delivered to the Trustee, the Certificate Administrator or the Tax Administrator, as the case may be, so removed and to the successor trustee, certificate administrator or tax administrator, as the case may be. A copy of such instrument shall be delivered to the other parties hereto and to the Certificateholders by the Depositor. (c) The Holders of Certificates entitled to more than 50% of the Voting Rights may at any time remove the Trustee, Certificate Administrator or Tax Administrator and appoint a successor trustee, certificate administrator or tax administrator, as the case may be, by written instrument or instruments signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Depositor, one complete set to the Trustee, Certificate Administrator or Tax Administrator, as the case may be, so removed, and one complete set to the successor so appointed. All expenses incurred by the Trustee or the Certificate Administrator in connection with the its transfer of its duties (or the Mortgage Files, with respect to the Certificate Administrator) Mortgages Files to a successor trustee or certificate administrator following the removal of the Trustee or the Certificate Administrator without cause pursuant to this Section 8.07(c), shall be reimbursed to the removed Trustee or Certificate Administrator, as applicable, within thirty (30) 30 days of demand therefor, such reimbursement to be made by the Certificateholders that terminated the Trustee or Certificate AdministratorTrustee. A copy of such instrument shall be delivered to the other parties hereto and to the remaining Certificateholders by the successor so appointed. (d) Any resignation or removal of the Trustee, the Certificate Administrator or the Tax Administrator and appointment of a successor trustee, certificate administrator or tax administrator, as the case may be, pursuant to any of the provisions of this Section 8.07 shall not become effective until (i) acceptance of appointment by the successor trustee, certificate administrator or tax administrator, as the case may be, as provided in Section 8.08 and (ii) if the successor trustee, certificate administrator or tax administrator, as the case may be, does not have a long-term unsecured debt ratings rating of at least "AA-" from Fitch and "A+" from S&P and a short-term unsecured debt rating from each Rating Agency of at least "F-1" in the case of Fitch and "A-1" in the case of S&P, the Trustee and the Depositor have received written confirmation from each Rating Agency for the Rated Certificates that satisfy has not so assigned such a rating, to the criteria set forth in Section 8.06, effect that the appointment of such successor trustee, certificate administrator or tax administrator, as the case may be, is the subject shall not result in an Adverse Rating Event with respect to any Class of a Rated Certificates rated by such Rating Agency Confirmation from each Rating Agency and (and, if applicable, an analogous rating agency confirmation from each a Serviced Mortgage Loan Group is then serviced and administered under this Agreement and includes one or more Serviced Non-Pooled Pari Passu Companion Loans for which any Non-Pooled Pari Passu Companion Loan Securities are then outstanding) also will not result in an Adverse Rating Agency). (e) Upon resignation, assignment, merger, consolidation, or transfer of the Trustee or its business to a successor, or upon the removal of the Trustee, the outgoing Trustee at its own expense (without right of reimbursement therefor) shall ensure that, prior to consummation of such transaction or as part of its transfer of duties to any successor, (i) the original executed Mortgage Note for each Mortgage Loan (to the extent that the original executed Mortgage Note for each Mortgage Loan was endorsed to the outgoing trustee) is endorsed (without recourse, representation or warranty, express or implied) to the order of the successor, as trustee for the Certificateholders (with the endorsement to recite as endorsee “[name of successor Trustee], as Trustee for the registered holders of WFRBS Commercial Mortgage Trust 2014-C22, Commercial Mortgage Pass-Through Certificates, Series 2014-C22”), 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 Mortgage Note has been lost, a lost note affidavit and indemnity with a copy of such Mortgage Note), and (ii) in the case of the other Mortgage Loan Documents, the same are assigned (and, other than in connection with the removal of the Trustee pursuant to Section 8.07(c), recorded as appropriate) to such successor (with the assignment to recite as assignee “[name of successor Trustee], as Trustee for the registered holders of WFRBS Commercial Mortgage Trust 2014-C22, Commercial Mortgage Pass-Through Certificates, Series 2014-C22”), or in blank, and such successor shall review the documents delivered to it or the Custodian Event with respect to each Mortgage Loan, and certify in writing that, as to each Mortgage Loan then subject to this Agreement, such endorsement and assignment has been made. The outgoing Trustee shall provide copies any class of the documentation provided for in items (i) and (ii) above to the applicable Master Servicer, in each case to the extent such copies are not already in the applicable Master Servicer’s possession. If the Trustee is removed pursuant to Section 8.07(c), the Mortgage Loan Documents identified in clause (ii) of the preceding sentence shall, if appropriate, be recorded by the successor trustee if so requested by the applicable Master Servicer or the applicable Special Servicer and at the expense of the Trust (i) during any Subordinate Control Period, with the consent of the Subordinate Class Representative, (ii) during any Collective Consultation Period, after consultation with the Subordinate Class Representative and the Trust Advisor and (iii) during any Senior Consultation Period, after consultation with the Trust Advisor. (f) Any successor Trustee or successor Certificate Administrator shall, in connection with its appointment as successor Trustee or successor Certificate Administrator, (i) deliver to the Depositor and the Other Depositor related to an Other Securitization that includes a Serviced Non-Pooled Pari Passu Companion Loan, if applicable, the Form 8-K Disclosure Information required pursuant to Item 6.02 of the Form 8-K Current Report regarding itself in its role as successor Trustee or successor Certificate Administrator, as applicable, and (ii) enter into an indemnification agreement reasonably acceptable to the Depositor pursuant to which the successor Trustee or successor Certificate Administrator, as applicable, agrees to indemnify and hold harmless the Depositor, the Other Depositor, their respective directors and officers, and each other Person who controls any such entity within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all expenses, losses, claims, damages and other liabilities, including without limitation the costs of investigation, legal defense and any amounts paid in settlement of any claim or litigation arising out of (A) the failure of any such Form 8-K Disclosure Information, insofar as such information relates to or is applicable to such successor Trustee or successor Certificate Administrator (either in its individual capacity or its capacity as successor Trustee or successor Certificate Administrator under this Agreement), to satisfy the requirements of the applicable provisions of Regulation AB and (B) any untrue statement or alleged untrue statement of a material fact contained in such Form 8-K Disclosure Information regarding itself in its role as successor Trustee or successor Certificate Administrator, as applicable, or any omission or alleged omission to state in such Form 8-K Disclosure Information regarding itself in its role as successor Trustee or successor Certificate Administrator, as applicable, a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleadingLoan Securities. (g) The resigning Trustee, Certificate Administrator and Tax Administrator, as applicable, shall be required to pay all reasonable out-of-pocket costs and expenses of each party to this Agreement, the Trust and each Rating Agency in connection with the resignation of such party and the transfer of its duties (including, but not limited to, reasonable out-of-pocket costs and expenses associated with the engagement of a successor, transferring Mortgage Files (solely with respect to the Certificate Administrator) and related information, records and reports to the successor).

Resignation and Removal of the Trustee, the Certificate Administrator and the Tax Administrator. (a) The Trustee, the Certificate Administrator and the Tax Administrator each may at any time resign and be discharged from their respective obligations created hereunder by giving written notice thereof to the other such parties, the Depositor, each the Master Servicer, each the Special Servicer, the Rule 17g-5 Information Provider (who shall promptly post such notice to the Rule 17g-5 Information Provider’s Website in accordance with Section 8.12(c)) and all the Certificateholders. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor trustee, certificate administrator or tax administrator, as the case may be, meeting the eligibility requirements of Section 8.06 by written instrument, in duplicate, which instrument shall be delivered to the resigning Trustee, Certificate Administrator or Tax Administrator, as the case may be, and to the successor trustee, certificate administrator or tax administrator, as the case may be. A copy of such instrument shall be delivered to other parties hereto and to the Certificateholders by the Depositor. If no successor trustee, certificate administrator or tax administrator, as the case may be, shall have been so appointed and have accepted appointment within thirty (30) days after the giving of such notice of resignation, the resigning Trustee, Certificate Administrator or Tax Administrator, as the case may be, may petition any court of competent jurisdiction for the appointment of a successor trustee, certificate administrator or tax administrator, as the case may be. (b) If at any time the Trustee, the Certificate Administrator or the Tax Administrator Administrator, as applicable, shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor or a the Master Servicer, or if at any time the Trustee, the Certificate Administrator or the Tax Administrator Administrator, as applicable, shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee, the Certificate Administrator or the Tax Administrator or of its property shall be appointed, or any public officer shall take charge or control of the Trustee, the Certificate Administrator or the Tax Administrator Administrator, as applicable, or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if the Trustee’s, Certificate Administrator’s or Tax Administrator’s continuing to act in such capacity would result in an Adverse Rating Event with respect to any Class of Rated Certificates rated by a Rating Agency for the Rated Certificates, as confirmed in writing to the Depositor by each applicable Rating Agency, then the Depositor may (and, in the case of the Trustee, the Certificate Administrator or the Tax Administrator, as applicable, shall cease to be eligible in accordance with the provisions of Section 8.06, if it fails to do so within ten (10) Business Days, the requesting Master Servicer shall as soon as practicable) remove the Trustee, the Certificate Administrator or the Tax Administrator, as the case may be, and appoint a successor trustee, certificate administrator or tax administrator, as the case may be, by written instrument, in duplicate, which instrument shall be delivered to the Trustee, the Certificate Administrator or the Tax Administrator, as the case may be, so removed and to the successor trustee, certificate administrator or tax administrator, as the case may be. A copy of such instrument shall be delivered to the other parties hereto and to the Certificateholders by the Depositor. (c) The Holders of Certificates entitled to more than 50% of the Voting Rights may at any time remove the Trustee, Certificate Administrator or Tax Administrator and appoint a successor trustee, certificate administrator or tax administrator, as the case may be, by written instrument or instruments signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Depositor, one complete set to the Trustee, Certificate Administrator or Tax Administrator, as the case may be, so removed, and one complete set to the successor so appointed. All expenses incurred by the Trustee or the Certificate Administrator in connection with the transfer of its duties (or the Mortgage Files, with respect to the Certificate Administrator) to a successor trustee or certificate administrator following the removal of the Trustee or the Certificate Administrator without cause pursuant to this Section 8.07(c), shall be reimbursed to the removed Trustee or Certificate Administrator, as applicable, within thirty (30) days of demand therefor, such reimbursement to be made by the Certificateholders that terminated the Trustee or Certificate Administrator. A copy of such instrument shall be delivered to the other parties hereto and to the remaining Certificateholders by the successor so appointed. (d) Any resignation or removal of the Trustee, the Certificate Administrator or the Tax Administrator and appointment of a successor trustee, certificate administrator or tax administrator, as the case may be, pursuant to any of the provisions of this Section 8.07 shall not become effective until (i) acceptance of appointment by the successor trustee, certificate administrator or tax administrator, as the case may be, as provided in Section 8.08 and (ii) if the successor trustee, certificate administrator or tax administrator, as the case may be, does not have debt ratings that satisfy the criteria set forth in Section 8.06, the appointment of such successor trustee, certificate administrator or tax administrator, as the case may be, is the subject of a Rating Agency Confirmation from each Rating Agency (and, if applicable, an analogous rating agency confirmation from each Pari Passu Companion Rating Agency). (e) Upon resignation, assignment, merger, consolidation, or transfer of the Trustee or its business to a successor, or upon the removal of the Trustee, the outgoing Trustee at its own expense (without right of reimbursement therefor) shall ensure that, prior to consummation of such transaction or as part of its transfer of duties to any successor, (i) the original executed Mortgage Note for each Mortgage Loan (to the extent that the original executed Mortgage Note for each Mortgage Loan was endorsed to the outgoing trustee) is endorsed (without recourse, representation or warranty, express or implied) to the order of the successor, as trustee for the Certificateholders (with the endorsement to recite as endorsee “[name of successor Trustee], as Trustee for the registered holders of WFRBS Commercial Mortgage Trust 2014-C22C25, Commercial Mortgage Pass-Through Certificates, Series 2014-C22C25”), 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 Mortgage Note has been lost, a lost note affidavit and indemnity with a copy of such Mortgage Note), and (ii) in the case of the other Mortgage Loan Documents, the same are assigned (and, other than in connection with the removal of the Trustee pursuant to Section 8.07(c), recorded as appropriate) to such successor (with the assignment to recite as assignee “[name of successor Trustee], as Trustee for the registered holders of WFRBS Commercial Mortgage Trust 2014-C22C25, Commercial Mortgage Pass-Through Certificates, Series 2014-C22C25”), or in blank, and such successor shall review the documents delivered to it or the Custodian with respect to each Mortgage Loan, and certify in writing that, as to each Mortgage Loan then subject to this Agreement, such endorsement and assignment has been made. The outgoing Trustee shall provide copies of the documentation provided for in items (i) and (ii) above to the applicable Master Servicer, in each case to the extent such copies are not already in the applicable Master Servicer’s possession. If the Trustee is removed pursuant to Section 8.07(c), the Mortgage Loan Documents identified in clause (ii) of the preceding sentence shall, if appropriate, be recorded by the successor trustee if so requested by the applicable Master Servicer or the applicable Special Servicer and at the expense of the Trust (i) during any Subordinate Control Period, with the consent of the Subordinate Class Representative, (ii) during any Collective Consultation Period, after consultation with the Subordinate Class Representative and the Trust Advisor and (iii) during any Senior Consultation Period, after consultation with the Trust Advisor. (f) Any successor Trustee or successor Certificate Administrator shall, in connection with its appointment as successor Trustee or successor Certificate Administrator, (i) deliver to the Depositor and the any Other Depositor related to an Other Securitization that includes a Serviced Pari Passu Companion LoanDepositor, if applicable, the Form 8-K Disclosure Information required pursuant to Item 6.02 of the Form 8-K Current Report regarding itself in its role as successor Trustee or successor Certificate Administrator, as applicable, and (ii) enter into an indemnification agreement reasonably acceptable to the Depositor pursuant to which the successor Trustee or successor Certificate Administrator, as applicable, agrees to indemnify and hold harmless the Depositor, the Other Depositor, their respective directors and officers, and each other Person who controls any such entity within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all expenses, losses, claims, damages and other liabilities, including without limitation the costs of investigation, legal defense and any amounts paid in settlement of any claim or litigation arising out of (A) the failure of any such Form 8-K Disclosure Information, insofar as such information relates to or is applicable to such successor Trustee or successor Certificate Administrator (either in its individual capacity or its capacity as successor Trustee or successor Certificate Administrator under this Agreement), to satisfy the requirements of the applicable provisions of Regulation AB and (B) any untrue statement or alleged untrue statement of a material fact contained in such Form 8-K Disclosure Information regarding itself in its role as successor Trustee or successor Certificate Administrator, as applicable, or any omission or alleged omission to state in such Form 8-K Disclosure Information regarding itself in its role as successor Trustee or successor Certificate Administrator, as applicable, a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (g) The resigning Trustee, Certificate Administrator and Tax Administrator, as applicable, unless removed without cause, shall be required to pay all reasonable out-of-pocket costs and expenses of each party to this Agreement, the Trust and each Rating Agency in connection with the resignation of such party and the transfer of its duties (including, but not limited to, reasonable out-of-pocket costs and expenses associated with the engagement of a successor, transferring Mortgage Files (solely with respect to the Certificate Administrator) and related information, records and reports to the successor).

Resignation and Removal of the Trustee, the Certificate Administrator and the Tax Administrator. (a) The Trustee, the Certificate Administrator and the Tax Administrator each may at any time resign and be discharged from their respective obligations created hereunder by giving written notice thereof to the other such parties, the Depositor, each Master Servicer, each Special Servicer, the Rule 17g-5 Information Provider (who shall promptly post such notice to the Rule 17g-5 Information Provider’s Website in accordance with Section 8.12(c8.12(b)) and all the Certificateholders. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor trustee, certificate administrator or tax administrator, as the case may be, meeting the eligibility requirements of Section 8.06 by written instrument, in duplicate, which instrument shall be delivered to the resigning Trustee, Certificate Administrator or Tax Administrator, as the case may be, and to the successor trustee, certificate administrator or tax administrator, as the case may be. A copy of such instrument shall be delivered to other parties hereto and to the Certificateholders by the Depositor. If no successor trustee, certificate administrator or tax administrator, as the case may be, shall have been so appointed and have accepted appointment within thirty (30) days after the giving of such notice of resignation, the resigning Trustee, Certificate Administrator or Tax Administrator, as the case may be, may petition any court of competent jurisdiction for the appointment of a successor trustee, certificate administrator or tax administrator, as the case may be. (b) If at any time the Trustee, the Certificate Administrator or the Tax Administrator shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor or a the Master Servicer, or if at any time the Trustee, the Certificate Administrator or the Tax Administrator shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee, the Certificate Administrator or the Tax Administrator or of its property shall be appointed, or any public officer shall take charge or control of the Trustee, the Certificate Administrator or the Tax Administrator or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if the Trustee’s, Certificate Administrator’s or Tax Administrator’s continuing to act in such capacity would result in an Adverse Rating Event with respect to any Class of Rated Certificates rated by a Rating Agency for the Rated Certificates, as confirmed in writing to the Depositor by each applicable Rating Agency, then the Depositor may (and, if it fails to do so within ten (10) Business Days, the requesting Master Servicer shall as soon as practicable) remove the Trustee, the Certificate Administrator or the Tax Administrator, as the case may be, and appoint a successor trustee, certificate administrator or tax administrator, as the case may be, by written instrument, in duplicate, which instrument shall be delivered to the Trustee, the Certificate Administrator or the Tax Administrator, as the case may be, so removed and to the successor trustee, certificate administrator or tax administrator, as the case may be. A copy of such instrument shall be delivered to the other parties hereto and to the Certificateholders by the Depositor. (c) The Holders of Certificates entitled to more than 50% of the Voting Rights may at any time remove the Trustee, Certificate Administrator or Tax Administrator and appoint a successor trustee, certificate administrator or tax administrator, as the case may be, by written instrument or instruments signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Depositor, one complete set to the Trustee, Certificate Administrator or Tax Administrator, as the case may be, so removed, and one complete set to the successor so appointed. All expenses incurred by the Trustee or the Certificate Administrator in connection with the transfer of its duties (or the Mortgage Files, with respect to the Certificate Administrator) to a successor trustee or certificate administrator following the removal of the Trustee or the Certificate Administrator without cause pursuant to this Section 8.07(c), shall be reimbursed to the removed Trustee or Certificate Administrator, as applicable, within thirty (30) days of demand therefor, such reimbursement to be made by the Certificateholders that terminated the Trustee or Certificate Administrator. A copy of such instrument shall be delivered to the other parties hereto and to the remaining Certificateholders by the successor so appointed. (d) Any resignation or removal of the Trustee, the Certificate Administrator or the Tax Administrator and appointment of a successor trustee, certificate administrator or tax administrator, as the case may be, pursuant to any of the provisions of this Section 8.07 shall not become effective until (i) acceptance of appointment by the successor trustee, certificate administrator or tax administrator, as the case may be, as provided in Section 8.08 and (ii) if the successor trustee, certificate administrator or tax administrator, as the case may be, does not have debt ratings that satisfy the criteria set forth in Section 8.06, the appointment of such successor trustee, certificate administrator or tax administrator, as the case may be, is the subject of a Rating Agency Confirmation from each Rating Agency (and, if applicable, an analogous rating agency confirmation from each Pari Passu Companion Rating Agency). (e) Upon resignation, assignment, merger, consolidation, or transfer of the Trustee or its business to a successor, or upon the removal of the Trustee, the outgoing Trustee at its own expense (without right of reimbursement therefor) shall ensure that, prior to consummation of such transaction or as part of its transfer of duties to any successor, (i) the original executed Mortgage Note for each Mortgage Loan (to the extent that the original executed Mortgage Note for each Mortgage Loan was endorsed to the outgoing trustee) is endorsed (without recourse, representation or warranty, express or implied) to the order of the successor, as trustee for the Certificateholders (with the endorsement to recite as endorsee “[name of successor Trustee], as Trustee for the registered holders of WFRBS SG Commercial Mortgage Trust 2014-C22Securities, LLC, Commercial Mortgage Pass-Through Certificates, Series 2014-C2220[__]-[____]”), 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 Mortgage Note has been lost, a lost note affidavit and indemnity with a copy of such Mortgage Note), and (ii) in the case of the other Mortgage Loan Documents, the same are assigned (and, other than in connection with the removal of the Trustee pursuant to Section 8.07(c), recorded as appropriate) to such successor (with the assignment to recite as assignee “[name of successor Trustee], as Trustee for the registered holders of WFRBS SG Commercial Mortgage Trust 2014-C22Securities, LLC, Commercial Mortgage Pass-Through Certificates, Series 2014-C2220[__]- [____]”), or in blank, and such successor shall review the documents delivered to it or the Custodian with respect to each Mortgage Loan, and certify in writing that, as to each Mortgage Loan then subject to this Agreement, such endorsement and assignment has been made. The outgoing Trustee shall provide copies of the documentation provided for in items (i) and (ii) above to the applicable Master Servicer, in each case to the extent such copies are not already in the applicable Master Servicer’s possession. If the Trustee is removed pursuant to Section 8.07(c), the Mortgage Loan Documents identified in clause (ii) of the preceding sentence shall, if appropriate, be recorded by the successor trustee if so requested by the applicable Master Servicer or the applicable Special Servicer and at the expense of the Trust (i) during any Subordinate Control Period, with the consent of the Subordinate Class Representative, (ii) during any Collective Consultation Period, after consultation with the Subordinate Class Representative and the Trust Advisor and (iii) during any Senior Consultation Period, after consultation with the Trust Advisor. (f) Any successor Trustee or successor Certificate Administrator shall, in connection with its appointment as successor Trustee or successor Certificate Administrator, (i) deliver to the Depositor and the Other Depositor related to an Other Securitization that includes a Serviced Pari Passu Companion Loan, if applicable, the Form 8-K Disclosure Information required pursuant to Item 6.02 of the Form 8-K Current Report regarding itself in its role as successor Trustee or successor Certificate Administrator, as applicable, and (ii) enter into an indemnification agreement reasonably acceptable to the Depositor pursuant to which the successor Trustee or successor Certificate Administrator, as applicable, agrees to indemnify and hold harmless the Depositor, the Other Depositor, their respective directors and officers, and each other Person who controls any such entity within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all expenses, losses, claims, damages and other liabilities, including without limitation the costs of investigation, legal defense and any amounts paid in settlement of any claim or litigation arising out of (A) the failure of any such Form 8-K Disclosure Information, insofar as such information relates to or is applicable to such successor Trustee or successor Certificate Administrator (either in its individual capacity or its capacity as successor Trustee or successor Certificate Administrator under this Agreement), to satisfy the requirements of the applicable provisions of Regulation AB and (B) any untrue statement or alleged untrue statement of a material fact contained in such Form 8-K Disclosure Information regarding itself in its role as successor Trustee or successor Certificate Administrator, as applicable, or any omission or alleged omission to state in such Form 8-K Disclosure Information regarding itself in its role as successor Trustee or successor Certificate Administrator, as applicable, a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (g) The resigning Trustee, Certificate Administrator and Tax Administrator, as applicable, shall be required to pay all reasonable out-of-pocket costs and expenses of each party to this Agreement, the Trust and each Rating Agency in connection with the resignation of such party and the transfer of its duties (including, but not limited to, reasonable out-of-pocket costs and expenses associated with the engagement of a successor, transferring Mortgage Files (solely with respect to the Certificate Administrator) and related information, records and reports to the successor).

Resignation and Removal of the Trustee, the Certificate Administrator and the Tax Administrator. (a) The Trustee, the Certificate Administrator and the Tax Administrator each may at any time resign and be discharged from their respective obligations created hereunder by giving written notice thereof to the other such parties, the Depositor, each Master Servicer, each Special Servicer, the Rule 17g-5 Information Provider (who shall promptly post such notice to the Rule 17g-5 Information Provider’s Website in accordance with Section 8.12(c8.12(b)) and all the Certificateholders. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor trustee, certificate administrator or tax administrator, as the case may be, meeting the eligibility requirements of Section 8.06 by written instrument, in duplicate, which instrument shall be delivered to the resigning Trustee, Certificate Administrator or Tax Administrator, as the case may be, and to the successor trustee, certificate administrator or tax administrator, as the case may be. A copy of such instrument shall be delivered to other parties hereto and to the Certificateholders by the Depositor. If no successor trustee, certificate administrator or tax administrator, as the case may be, shall have been so appointed and have accepted appointment within thirty (30) days after the giving of such notice of resignation, the resigning Trustee, Certificate Administrator or Tax Administrator, as the case may be, may petition any court of competent jurisdiction for the appointment of a successor trustee, certificate administrator or tax administrator, as the case may be. (b) If at any time the Trustee, the Certificate Administrator or the Tax Administrator shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor or a Master Servicer, or if at any time the Trustee, the Certificate Administrator or the Tax Administrator shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee, the Certificate Administrator or the Tax Administrator or of its property shall be appointed, or any public officer shall take charge or control of the Trustee, the Certificate Administrator or the Tax Administrator or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if the Trustee’s, Certificate Administrator’s or Tax Administrator’s continuing to act in such capacity would result in an Adverse Rating Event with respect to any Class of Rated Certificates rated by a Rating Agency for the Rated Certificates, as confirmed in writing to the Depositor by each applicable Rating Agency, then the Depositor may (and, if it fails to do so within ten (10) Business Days, the requesting Master Servicer shall as soon as practicable) remove the Trustee, the Certificate Administrator or the Tax Administrator, as the case may be, and appoint a successor trustee, certificate administrator or tax administrator, as the case may be, by written instrument, in duplicate, which instrument shall be delivered to the Trustee, the Certificate Administrator or the Tax Administrator, as the case may be, so removed and to the successor trustee, certificate administrator or tax administrator, as the case may be. A copy of such instrument shall be delivered to the other parties hereto and to the Certificateholders by the Depositor. (c) The Holders of Certificates entitled to more than 50% of the Voting Rights may at any time remove the Trustee, Certificate Administrator or Tax Administrator and appoint a successor trustee, certificate administrator or tax administrator, as the case may be, by written instrument or instruments signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Depositor, one complete set to the Trustee, Certificate Administrator or Tax Administrator, as the case may be, so removed, and one complete set to the successor so appointed. All expenses incurred by the Trustee or the Certificate Administrator in connection with the transfer of its duties (or the Mortgage Files, with respect to the Certificate Administrator) to a successor trustee or certificate administrator following the removal of the Trustee or the Certificate Administrator without cause pursuant to this Section 8.07(c), shall be reimbursed to the removed Trustee or Certificate Administrator, as applicable, within thirty (30) days of demand therefor, such reimbursement to be made by the Certificateholders that terminated the Trustee or Certificate Administrator. A copy of such instrument shall be delivered to the other parties hereto and to the remaining Certificateholders by the successor so appointed. (d) Any resignation or removal of the Trustee, the Certificate Administrator or the Tax Administrator and appointment of a successor trustee, certificate administrator or tax administrator, as the case may be, pursuant to any of the provisions of this Section 8.07 shall not become effective until (i) acceptance of appointment by the successor trustee, certificate administrator or tax administrator, as the case may be, as provided in Section 8.08 and (ii) if the successor trustee, certificate administrator or tax administrator, as the case may be, does not have debt ratings that satisfy the criteria set forth in Section 8.06, the appointment of such successor trustee, certificate administrator or tax administrator, as the case may be, is the subject of a Rating Agency Confirmation from each Rating Agency (and, if applicable, an analogous rating agency confirmation from each Pari Passu Companion Rating Agency). (e) Upon resignation, assignment, merger, consolidation, or transfer of the Trustee or its business to a successor, or upon the removal of the Trustee, the outgoing Trustee at its own expense (without right of reimbursement therefor) shall ensure that, prior to consummation of such transaction or as part of its transfer of duties to any successor, (i) the original executed Mortgage Note for each Mortgage Loan (to the extent that the original executed Mortgage Note for each Mortgage Loan was endorsed to the outgoing trustee) is endorsed (without recourse, representation or warranty, express or implied) to the order of the successor, as trustee for the Certificateholders (with the endorsement to recite as endorsee “[name of successor Trustee], as Trustee for the registered holders of WFRBS Commercial Mortgage Trust 20142013-C22C16, Commercial Mortgage Pass-Through Certificates, Series 20142013-C22C16”), 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 Mortgage Note has been lost, a lost note affidavit and indemnity with a copy of such Mortgage Note), and (ii) in the case of the other Mortgage Loan Documents, the same are assigned (and, other than in connection with the removal of the Trustee pursuant to Section 8.07(c), recorded as appropriate) to such successor (with the assignment to recite as assignee “[name of successor Trustee], as Trustee for the registered holders of WFRBS Commercial Mortgage Trust 20142013-C22C16, Commercial Mortgage Pass-Through Certificates, Series 20142013-C22C16”), or in blank, and such successor shall review the documents delivered to it or the Custodian with respect to each Mortgage Loan, and certify in writing that, as to each Mortgage Loan then subject to this Agreement, such endorsement and assignment has been made. The outgoing Trustee shall provide copies of the documentation provided for in items (i) and (ii) above to the applicable Master Servicer, in each case to the extent such copies are not already in the applicable Master Servicer’s possession. If the Trustee is removed pursuant to Section 8.07(c), the Mortgage Loan Documents identified in clause (ii) of the preceding sentence shall, if appropriate, be recorded by the successor trustee if so requested by the applicable Master Servicer or the applicable Special Servicer and at the expense of the Trust (i) during any Subordinate Control Period, with the consent of the Subordinate Class Representative, (ii) during any Collective Consultation Period, after consultation with the Subordinate Class Representative and the Trust Advisor and (iii) during any Senior Consultation Period, after consultation with the Trust Advisor. (f) Any successor Trustee or successor Certificate Administrator shall, in connection with its appointment as successor Trustee or successor Certificate Administrator, (i) deliver to the Depositor and the Other Depositor related to an Other Securitization that includes a Serviced Pari Passu Companion Loan, if applicable, the Form 8-K Disclosure Information required pursuant to Item 6.02 of the Form 8-K Current Report regarding itself in its role as successor Trustee or successor Certificate Administrator, as applicable, and (ii) enter into an indemnification agreement reasonably acceptable to the Depositor pursuant to which the successor Trustee or successor Certificate Administrator, as applicable, agrees to indemnify and hold harmless the Depositor, the Other Depositor, their respective directors and officers, and each other Person who controls any such entity within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all expenses, losses, claims, damages and other liabilities, including without limitation the costs of investigation, legal defense and any amounts paid in settlement of any claim or litigation arising out of (A) the failure of any such Form 8-K Disclosure Information, insofar as such information relates to or is applicable to such successor Trustee or successor Certificate Administrator (either in its individual capacity or its capacity as successor Trustee or successor Certificate Administrator under this Agreement), to satisfy the requirements of the applicable provisions of Regulation AB and (B) any untrue statement or alleged untrue statement of a material fact contained in such Form 8-K Disclosure Information regarding itself in its role as successor Trustee or successor Certificate Administrator, as applicable, or any omission or alleged omission to state in such Form 8-K Disclosure Information regarding itself in its role as successor Trustee or successor Certificate Administrator, as applicable, a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (g) The resigning Trustee, Certificate Administrator and Tax Administrator, as applicable, shall be required to pay all reasonable out-of-pocket costs and expenses of each party to this Agreement, the Trust and each Rating Agency in connection with the resignation of such party and the transfer of its duties (including, but not limited to, reasonable out-of-pocket costs and expenses associated with the engagement of a successor, transferring Mortgage Files (solely with respect to the Certificate Administrator) and related information, records and reports to the successor).

Resignation and Removal of the Trustee, the Certificate Administrator and the Tax Administrator. (a) The Trustee, the Certificate Administrator and the Tax Administrator each may at any time resign and be discharged from their respective obligations created hereunder by giving written notice thereof to the other such parties, the Depositor, each the Master Servicer, each the Special Servicer, the Rule 17g-5 Information Provider (who shall promptly post such notice to the Rule 17g-5 Information Provider’s Website in accordance with Section 8.12(c8.12(b)) and all the Certificateholders. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor trustee, certificate administrator or tax administrator, as the case may be, meeting the eligibility requirements of Section 8.06 by written instrument, in duplicate, which instrument shall be delivered to the resigning Trustee, Certificate Administrator or Tax Administrator, as the case may be, and to the successor trustee, certificate administrator or tax administrator, as the case may be. A copy of such instrument shall be delivered to other parties hereto and to the Certificateholders by the Depositor. If no successor trustee, certificate administrator or tax administrator, as the case may be, shall have been so appointed and have accepted appointment within thirty (30) days after the giving of such notice of resignation, the resigning Trustee, Certificate Administrator or Tax Administrator, as the case may be, may petition any court of competent jurisdiction for the appointment of a successor trustee, certificate administrator or tax administrator, as the case may be. (b) If at any time the Trustee, the Certificate Administrator or the Tax Administrator shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor or a the Master Servicer, or if at any time the Trustee, the Certificate Administrator or the Tax Administrator shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee, the Certificate Administrator or the Tax Administrator or of its property shall be appointed, or any public officer shall take charge or control of the Trustee, the Certificate Administrator or the Tax Administrator or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if the Trustee’s, Certificate Administrator’s or Tax Administrator’s continuing to act in such capacity would result in an Adverse Rating Event with respect to any Class of Rated Certificates rated by a Rating Agency for the Rated Certificates, as confirmed in writing to the Depositor by each applicable Rating Agency, then the Depositor may (and, if it fails to do so within ten (10) Business Days, the requesting Master Servicer shall as soon as practicable) remove the Trustee, the Certificate Administrator or the Tax Administrator, as the case may be, and appoint a successor trustee, certificate administrator or tax administrator, as the case may be, by written instrument, in duplicate, which instrument shall be delivered to the Trustee, the Certificate Administrator or the Tax Administrator, as the case may be, so removed and to the successor trustee, certificate administrator or tax administrator, as the case may be. A copy of such instrument shall be delivered to the other parties hereto and to the Certificateholders by the Depositor. (c) The Holders of Certificates entitled to more than 50% of the Voting Rights may at any time remove the Trustee, Certificate Administrator or Tax Administrator and appoint a successor trustee, certificate administrator or tax administrator, as the case may be, by written instrument or instruments signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Depositor, one complete set to the Trustee, Certificate Administrator or Tax Administrator, as the case may be, so removed, and one complete set to the successor so appointed. All expenses incurred by the Trustee or the Certificate Administrator in connection with the its transfer of its duties (or the Mortgage Files, with respect to the Certificate Administrator) Mortgages Files to a successor trustee or certificate administrator following the removal of the Trustee or the Certificate Administrator without cause pursuant to this Section 8.07(c), shall be reimbursed to the removed Trustee or Certificate Administrator, as applicable, within thirty (30) days of demand therefor, such reimbursement to be made by the Certificateholders that terminated the Trustee or Certificate AdministratorTrustee. A copy of such instrument shall be delivered to the other parties hereto and to the remaining Certificateholders by the successor so appointed. (d) Any resignation or removal of the Trustee, the Certificate Administrator or the Tax Administrator and appointment of a successor trustee, certificate administrator or tax administrator, as the case may be, pursuant to any of the provisions of this Section 8.07 shall not become effective until (i) acceptance of appointment by the successor trustee, certificate administrator or tax administrator, as the case may be, as provided in Section 8.08 and (ii) if the successor trustee, certificate administrator or tax administrator, as the case may be, does not have debt ratings that satisfy the criteria set forth in Section 8.06, the appointment of such successor trustee, certificate administrator or tax administrator, as the case may be, is the subject of a Rating Agency Confirmation from each Rating Agency (and, if applicable, an analogous rating agency confirmation from each Pari Passu Companion Rating Agency). (e) Upon resignation, assignment, merger, consolidation, or transfer of the Trustee or its business to a successor, or upon the removal of the Trustee, the outgoing Trustee at its own expense (without right of reimbursement therefor) shall ensure that, prior to consummation of such transaction or as part of its transfer of duties to any successor, (i) the original executed Mortgage Note for each Mortgage Loan (to the extent that the original executed Mortgage Note for each Mortgage Loan was endorsed to the outgoing trustee) is endorsed (without recourse, representation or warranty, express or implied) to the order of the successor, as trustee for the Certificateholders (with the endorsement to recite as endorsee “[name of successor Trustee], in its capacity as Trustee for the registered holders of WFRBS Wxxxx Fargo Commercial Mortgage Trust 2014-C22Securities, Inc., Commercial Mortgage Pass-Through Certificates, Series 20142012-C22LC5”), 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 Mortgage Note has been lost, a lost note affidavit and indemnity with a copy of such Mortgage Note), and (ii) in the case of the other Mortgage Loan Documents, the same are assigned (and, other than in connection with the removal of the Trustee pursuant to Section 8.07(c), recorded as appropriate) to such successor (with the assignment to recite as assignee “[name of successor Trustee], in its capacity as Trustee for the registered holders of WFRBS Wxxxx Fargo Commercial Mortgage Trust 2014-C22Securities, Inc., Commercial Mortgage Pass-Through Certificates, Series 20142012-C22LC5”), or in blank, and such successor shall review the documents delivered to it or the Custodian with respect to each Mortgage Loan, and certify in writing that, as to each Mortgage Loan then subject to this Agreement, such endorsement and assignment has been made. The outgoing Trustee shall provide copies of the documentation provided for in items (i) and (ii) above to the applicable Master Servicer, in each case to the extent such copies are not already in the applicable Master Servicer’s possession. If the Trustee is removed pursuant to Section 8.07(c), the Mortgage Loan Documents identified in clause (ii) of the preceding sentence shall, if appropriate, be recorded by the successor trustee if so requested by the applicable Master Servicer or the applicable Special Servicer and at the expense of the Trust (i) during any Subordinate Control Period, with the consent of the Subordinate Class Representative, (ii) during any Collective Consultation Period, after consultation with the Subordinate Class Representative and the Trust Advisor and (iii) during any Senior Consultation Period, after consultation with the Trust Advisor. (f) Any successor Trustee or successor Certificate Administrator shall, in connection with its appointment as successor Trustee or successor Certificate Administrator, (i) deliver to the Depositor and the Other Depositor related to an Other Securitization that includes a Serviced Pari Passu Companion Loan, if applicable, the Form 8-K Disclosure Information required pursuant to Item 6.02 of the Form 8-K Current Report regarding itself in its role as successor Trustee or successor Certificate Administrator, as applicable, and (ii) enter into an indemnification agreement reasonably acceptable to the Depositor pursuant to which the successor Trustee or successor Certificate Administrator, as applicable, agrees to indemnify and hold harmless the Depositor, the Other Depositor, their respective directors and officers, and each other Person who controls any such entity within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all expenses, losses, claims, damages and other liabilities, including without limitation the costs of investigation, legal defense and any amounts paid in settlement of any claim or litigation arising out of (A) the failure of any such Form 8-K Disclosure Information, insofar as such information relates to or is applicable to such successor Trustee or successor Certificate Administrator (either in its individual capacity or its capacity as successor Trustee or successor Certificate Administrator under this Agreement), to satisfy the requirements of the applicable provisions of Regulation AB and (B) any untrue statement or alleged untrue statement of a material fact contained in such Form 8-K Disclosure Information regarding itself in its role as successor Trustee or successor Certificate Administrator, as applicable, or any omission or alleged omission to state in such Form 8-K Disclosure Information regarding itself in its role as successor Trustee or successor Certificate Administrator, as applicable, a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (g) The resigning Trustee, Certificate Administrator and Tax Administrator, as applicable, shall be required to pay all reasonable out-of-pocket costs and expenses of each party to this Agreement, the Trust and each Rating Agency in connection with the resignation of such party and the transfer of its duties (including, but not limited to, reasonable out-of-pocket costs and expenses associated with the engagement of a successor, transferring Mortgage Files (solely with respect to the Certificate Administrator) and related information, records and reports to the successor).

Resignation and Removal of the Trustee, the Certificate Administrator and the Tax Administrator. (a) The Trustee, the Certificate Administrator and the Tax Administrator each may at any time resign and be discharged from their respective obligations created hereunder by giving written notice thereof to the other such parties, the Depositor, each Master Servicer, each Special Servicer, the Rule 17g-5 Information Provider (who shall promptly post such notice to the Rule 17g-5 Information Provider’s Website in accordance with Section 8.12(c)) and all the Certificateholders. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor trustee, certificate administrator or tax administrator, as the case may be, meeting the eligibility requirements of Section 8.06 by written instrument, in duplicate, which instrument shall be delivered to the resigning Trustee, Certificate Administrator or Tax Administrator, as the case may be, and to the successor trustee, certificate administrator or tax administrator, as the case may be. A copy of such instrument shall be delivered to other parties hereto and to the Certificateholders by the Depositor. If no successor trustee, certificate administrator or tax administrator, as the case may be, shall have been so appointed and have accepted appointment within thirty (30) days after the giving of such notice of resignation, the resigning Trustee, Certificate Administrator or Tax Administrator, as the case may be, may petition any court of competent jurisdiction for the appointment of a successor trustee, certificate administrator or tax administrator, as the case may be. (b) If at any time the Trustee, the Certificate Administrator or the Tax Administrator shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor or a Master Servicer, or if at any time the Trustee, the Certificate Administrator or the Tax Administrator shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee, the Certificate Administrator or the Tax Administrator or of its property shall be appointed, or any public officer shall take charge or control of the Trustee, the Certificate Administrator or the Tax Administrator or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if the Trustee’s, Certificate Administrator’s or Tax Administrator’s continuing to act in such capacity would result in an Adverse Rating Event with respect to any Class of Rated Certificates rated by a Rating Agency for the Rated Certificates, as confirmed in writing to the Depositor by each applicable Rating Agency, then the Depositor may (and, if it fails to do so within ten (10) Business Days, the requesting Master Servicer shall as soon as practicable) remove the Trustee, the Certificate Administrator or the Tax Administrator, as the case may be, and appoint a successor trustee, certificate administrator or tax administrator, as the case may be, by written instrument, in duplicate, which instrument shall be delivered to the Trustee, the Certificate Administrator or the Tax Administrator, as the case may be, so removed and to the successor trustee, certificate administrator or tax administrator, as the case may be. A copy of such instrument shall be delivered to the other parties hereto and to the Certificateholders by the Depositor. (c) The Holders of Certificates entitled to more than 50% of the Voting Rights may at any time remove the Trustee, Certificate Administrator or Tax Administrator and appoint a successor trustee, certificate administrator or tax administrator, as the case may be, by written instrument or instruments signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Depositor, one complete set to the Trustee, Certificate Administrator or Tax Administrator, as the case may be, so removed, and one complete set to the successor so appointed. All expenses incurred by the Trustee or the Certificate Administrator in connection with the transfer of its duties (or the Mortgage Files, with respect to the Certificate Administrator) to a successor trustee or certificate administrator following the removal of the Trustee or the Certificate Administrator without cause pursuant to this Section 8.07(c), shall be reimbursed to the removed Trustee or Certificate Administrator, as applicable, within thirty (30) days of demand therefor, such reimbursement to be made by the Certificateholders that terminated the Trustee or Certificate Administrator. A copy of such instrument shall be delivered to the other parties hereto and to the remaining Certificateholders by the successor so appointed. (d) Any resignation or removal of the Trustee, the Certificate Administrator or the Tax Administrator and appointment of a successor trustee, certificate administrator or tax administrator, as the case may be, pursuant to any of the provisions of this Section 8.07 shall not become effective until (i) acceptance of appointment by the successor trustee, certificate administrator or tax administrator, as the case may be, as provided in Section 8.08 and (ii) if the successor trustee, certificate administrator or tax administrator, as the case may be, does not have debt ratings that satisfy the criteria set forth in Section 8.06, the appointment of such successor trustee, certificate administrator or tax administrator, as the case may be, is the subject of a Rating Agency Confirmation from each Rating Agency (and, if applicable, an analogous rating agency confirmation from each Pari Passu Companion Rating Agency). (e) Upon resignation, assignment, merger, consolidation, or transfer of the Trustee or its business to a successor, or upon the removal of the Trustee, the outgoing Trustee at its own expense (without right of reimbursement therefor) shall ensure that, prior to consummation of such transaction or as part of its transfer of duties to any successor, (i) the original executed Mortgage Note for each Mortgage Loan (to the extent that the original executed Mortgage Note for each Mortgage Loan was endorsed to the outgoing trustee) is endorsed (without recourse, representation or warranty, express or implied) to the order of the successor, as trustee for the Certificateholders (with the endorsement to recite as endorsee “[name of successor Trustee], as Trustee for the registered holders of WFRBS Commercial Mortgage Trust 2014-C22C20, Commercial Mortgage Pass-Through Certificates, Series 2014-C22C20”), 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 Mortgage Note has been lost, a lost note affidavit and indemnity with a copy of such Mortgage Note), and (ii) in the case of the other Mortgage Loan Documents, the same are assigned (and, other than in connection with the removal of the Trustee pursuant to Section 8.07(c), recorded as appropriate) to such successor (with the assignment to recite as assignee “[name of successor Trustee], as Trustee for the registered holders of WFRBS Commercial Mortgage Trust 2014-C22C20, Commercial Mortgage Pass-Through Certificates, Series 2014-C22C20”), or in blank, and such successor shall review the documents delivered to it or the Custodian with respect to each Mortgage Loan, and certify in writing that, as to each Mortgage Loan then subject to this Agreement, such endorsement and assignment has been made. The outgoing Trustee shall provide copies of the documentation provided for in items (i) and (ii) above to the applicable Master Servicer, in each case to the extent such copies are not already in the applicable Master Servicer’s possession. If the Trustee is removed pursuant to Section 8.07(c), the Mortgage Loan Documents identified in clause (ii) of the preceding sentence shall, if appropriate, be recorded by the successor trustee if so requested by the applicable Master Servicer or the applicable Special Servicer and at the expense of the Trust (i) during any Subordinate Control Period, with the consent of the Subordinate Class Representative, (ii) during any Collective Consultation Period, after consultation with the Subordinate Class Representative and the Trust Advisor and (iii) during any Senior Consultation Period, after consultation with the Trust Advisor. (f) Any successor Trustee or successor Certificate Administrator shall, in connection with its appointment as successor Trustee or successor Certificate Administrator, (i) deliver to the Depositor and the Other Depositor related to an Other Securitization that includes a Serviced Pari Passu Companion Loan, if applicable, the Form 8-K Disclosure Information required pursuant to Item 6.02 of the Form 8-K Current Report regarding itself in its role as successor Trustee or successor Certificate Administrator, as applicable, and (ii) enter into an indemnification agreement reasonably acceptable to the Depositor pursuant to which the successor Trustee or successor Certificate Administrator, as applicable, agrees to indemnify and hold harmless the Depositor, the Other Depositor, their respective directors and officers, and each other Person who controls any such entity within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all expenses, losses, claims, damages and other liabilities, including without limitation the costs of investigation, legal defense and any amounts paid in settlement of any claim or litigation arising out of (A) the failure of any such Form 8-K Disclosure Information, insofar as such information relates to or is applicable to such successor Trustee or successor Certificate Administrator (either in its individual capacity or its capacity as successor Trustee or successor Certificate Administrator under this Agreement), to satisfy the requirements of the applicable provisions of Regulation AB and (B) any untrue statement or alleged untrue statement of a material fact contained in such Form 8-K Disclosure Information regarding itself in its role as successor Trustee or successor Certificate Administrator, as applicable, or any omission or alleged omission to state in such Form 8-K Disclosure Information regarding itself in its role as successor Trustee or successor Certificate Administrator, as applicable, a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (g) The resigning Trustee, Certificate Administrator and Tax Administrator, as applicable, shall be required to pay all reasonable out-of-pocket costs and expenses of each party to this Agreement, the Trust and each Rating Agency in connection with the resignation of such party and the transfer of its duties (including, but not limited to, reasonable out-of-pocket costs and expenses associated with the engagement of a successor, transferring Mortgage Files (solely with respect to the Certificate Administrator) and related information, records and reports to the successor).and

Resignation and Removal of the Trustee, the Certificate Administrator and the Tax Administrator. (a) The Trustee, the Certificate Administrator and the Tax Administrator each may at any time resign and be discharged from their respective obligations created hereunder by giving written notice thereof to the other such parties, the Depositor, each the Master Servicer, each the Special Servicer, the Rule 17g-5 Information Provider (who shall promptly post such notice to the Rule 17g-5 Information Provider’s Website in accordance with Section 8.12(c)) and all the Certificateholders. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor trustee, certificate administrator or tax administrator, as the case may be, meeting the eligibility requirements of Section 8.06 by written instrument, in duplicate, which instrument shall be delivered to the resigning Trustee, Certificate Administrator or Tax Administrator, as the case may be, and to the successor trustee, certificate administrator or tax administrator, as the case may be. A copy of such instrument shall be delivered to other parties hereto and to the Certificateholders by the Depositor. If no successor trustee, certificate administrator or tax administrator, as the case may be, shall have been so appointed and have accepted appointment within thirty (30) days after the giving of such notice of resignation, the resigning Trustee, Certificate Administrator or Tax Administrator, as the case may be, may petition any court of competent jurisdiction for the appointment of a successor trustee, certificate administrator or tax administrator, as the case may be. (b) If at any time the Trustee, the Certificate Administrator or the Tax Administrator shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor or a the Master Servicer, or if at any time the Trustee, the Certificate Administrator or the Tax Administrator shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee, the Certificate Administrator or the Tax Administrator or of its property shall be appointed, or any public officer shall take charge or control of the Trustee, the Certificate Administrator or the Tax Administrator or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if the Trustee’s, Certificate Administrator’s or Tax Administrator’s continuing to act in such capacity would result in an Adverse Rating Event with respect to any Class of Rated Certificates rated by a Rating Agency for the Rated Certificates, as confirmed in writing to the Depositor by each applicable Rating Agency, then the Depositor may (and, if it fails to do so within ten (10) Business Days, the requesting Master Servicer shall as soon as practicable) remove the Trustee, the Certificate Administrator or the Tax Administrator, as the case may be, and appoint a successor trustee, certificate administrator or tax administrator, as the case may be, by written instrument, in duplicate, which instrument shall be delivered to the Trustee, the Certificate Administrator or the Tax Administrator, as the case may be, so removed and to the successor trustee, certificate administrator or tax administrator, as the case may be. A copy of such instrument shall be delivered to the other parties hereto and to the Certificateholders by the Depositor. (c) The Holders of Certificates entitled to more than 50% of the Voting Rights may at any time remove the Trustee, Certificate Administrator or Tax Administrator and appoint a successor trustee, certificate administrator or tax administrator, as the case may be, by written instrument or instruments signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Depositor, one complete set to the Trustee, Certificate Administrator or Tax Administrator, as the case may be, so removed, and one complete set to the successor so appointed. All expenses incurred by the Trustee or the Certificate Administrator in connection with the transfer of its duties (or the Mortgage Files, with respect to the Certificate Administrator) to a successor trustee or certificate administrator following the removal of the Trustee or the Certificate Administrator without cause pursuant to this Section 8.07(c), shall be reimbursed to the removed Trustee or Certificate Administrator, as applicable, within thirty (30) days of demand therefor, such reimbursement to be made by the Certificateholders that terminated the Trustee or Certificate Administrator. A copy of such instrument shall be delivered to the other parties hereto and to the remaining Certificateholders by the successor so appointed. (d) Any resignation or removal of the Trustee, the Certificate Administrator or the Tax Administrator and appointment of a successor trustee, certificate administrator or tax administrator, as the case may be, pursuant to any of the provisions of this Section 8.07 shall not become effective until (i) acceptance of appointment by the successor trustee, certificate administrator or tax administrator, as the case may be, as provided in Section 8.08 and (ii) if the successor trustee, certificate administrator or tax administrator, as the case may be, does not have debt ratings that satisfy the criteria set forth in Section 8.06, the appointment of such successor trustee, certificate administrator or tax administrator, as the case may be, is the subject of a Rating Agency Confirmation from each Rating Agency (and, if applicable, an analogous rating agency confirmation from each Pari Passu Companion Rating Agency). (e) Upon resignation, assignment, merger, consolidation, or transfer of the Trustee or its business to a successor, or upon the removal of the Trustee, the outgoing Trustee at its own expense (without right of reimbursement therefor) shall ensure that, prior to consummation of such transaction or as part of its transfer of duties to any successor, (i) the original executed Mortgage Note for each Mortgage Loan (to the extent that the original executed Mortgage Note for each Mortgage Loan was endorsed to the outgoing trustee) is endorsed (without recourse, representation or warranty, express or implied) to the order of the successor, as trustee for the Certificateholders (with the endorsement to recite as endorsee “[name of successor Trustee], as Trustee for the registered holders of WFRBS Commercial Mortgage Trust 2014-C22, Commercial Mortgage Pass-Through Certificates, Series 2014-C22”), 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 Mortgage Note has been lost, a lost note affidavit and indemnity with a copy of such Mortgage Note), and (ii) in the case of the other Mortgage Loan Documents, the same are assigned (and, other than in connection with the removal of the Trustee pursuant to Section 8.07(c), recorded as appropriate) to such successor (with the assignment to recite as assignee “[name of successor Trustee], as Trustee for the registered holders of WFRBS Commercial Mortgage Trust 2014-C22, Commercial Mortgage Pass-Through Certificates, Series 2014-C22”), or in blank, and such successor shall review the documents delivered to it or the Custodian with respect to each Mortgage Loan, and certify in writing that, as to each Mortgage Loan then subject to this Agreement, such endorsement and assignment has been made. The outgoing Trustee shall provide copies of the documentation provided for in items (i) and (ii) above to the applicable Master Servicer, in each case to the extent such copies are not already in the applicable Master Servicer’s possession. If the Trustee is removed pursuant to Section 8.07(c), the Mortgage Loan Documents identified in clause (ii) of the preceding sentence shall, if appropriate, be recorded by the successor trustee if so requested by the applicable Master Servicer or the applicable Special Servicer and at the expense of the Trust (i) during any Subordinate Control Period, with the consent of the Subordinate Class Representative, (ii) during any Collective Consultation Period, after consultation with the Subordinate Class Representative and the Trust Advisor and (iii) during any Senior Consultation Period, after consultation with the Trust Advisor. (f) Any successor Trustee or successor Certificate Administrator shall, in connection with its appointment as successor Trustee or successor Certificate Administrator, (i) deliver to the Depositor and the Other Depositor related to an Other Securitization that includes a Serviced Pari Passu Companion Loan, if applicable, the Form 8-K Disclosure Information required pursuant to Item 6.02 of the Form 8-K Current Report regarding itself in its role as successor Trustee or successor Certificate Administrator, as applicable, and (ii) enter into an indemnification agreement reasonably acceptable to the Depositor pursuant to which the successor Trustee or successor Certificate Administrator, as applicable, agrees to indemnify and hold harmless the Depositor, the Other Depositor, their respective directors and officers, and each other Person who controls any such entity within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all expenses, losses, claims, damages and other liabilities, including without limitation the costs of investigation, legal defense and any amounts paid in settlement of any claim or litigation arising out of (A) the failure of any such Form 8-K Disclosure Information, insofar as such information relates to or is applicable to such successor Trustee or successor Certificate Administrator (either in its individual capacity or its capacity as successor Trustee or successor Certificate Administrator under this Agreement), to satisfy the requirements of the applicable provisions of Regulation AB and (B) any untrue statement or alleged untrue statement of a material fact contained in such Form 8-K Disclosure Information regarding itself in its role as successor Trustee or successor Certificate Administrator, as applicable, or any omission or alleged omission to state in such Form 8-K Disclosure Information regarding itself in its role as successor Trustee or successor Certificate Administrator, as applicable, a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (g) The resigning Trustee, Certificate Administrator and Tax Administrator, as applicable, shall be required to pay all reasonable out-of-pocket costs and expenses of each party to this Agreement, the Trust and each Rating Agency in connection with the resignation of such party and the transfer of its duties (including, but not limited to, reasonable out-of-pocket costs and expenses associated with the engagement of a successor, transferring Mortgage Files (solely with respect to the Certificate Administrator) and related information, records and reports to the successor).

Resignation and Removal of the Trustee, the Certificate Administrator and the Tax Administrator. (a) The Trustee, the Certificate Administrator and the Tax Administrator each may at any time resign and be discharged from their respective obligations created hereunder by giving written notice thereof to the other such parties, the Depositor, each the Master Servicer, each the Special Servicer, the Rule 17g-5 Information Provider (who shall promptly post such notice to the Rule 17g-5 Information Provider’s Website in accordance with Section 8.12(c)) and all the Certificateholders. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor trustee, certificate administrator or tax administrator, as the case may be, meeting the eligibility requirements of Section 8.06 by written instrument, in duplicate, which instrument shall be delivered to the resigning Trustee, Certificate Administrator or Tax Administrator, as the case may be, and to the successor trustee, certificate administrator or tax administrator, as the case may be. A copy of such instrument shall be delivered to other parties hereto and to the Certificateholders by the Depositor. If no successor trustee, certificate administrator or tax administrator, as the case may be, shall have been so appointed and have accepted appointment within thirty (30) days after the giving of such notice of resignation, the resigning Trustee, Certificate Administrator or Tax Administrator, as the case may be, may petition any court of competent jurisdiction for the appointment of a successor trustee, certificate administrator or tax administrator, as the case may be. (b) If at any time the Trustee, the Certificate Administrator or the Tax Administrator shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor or a the Master Servicer, or if at any time the Trustee, the Certificate Administrator or the Tax Administrator shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee, the Certificate Administrator or the Tax Administrator or of its property shall be appointed, or any public officer shall take charge or control of the Trustee, the Certificate Administrator or the Tax Administrator or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if the Trustee’s, Certificate Administrator’s or Tax Administrator’s continuing to act in such capacity would result in an Adverse Rating Event with respect to any Class of Rated Certificates rated by a Rating Agency for the Rated Certificates, as confirmed in writing to the Depositor by each applicable Rating Agency, then the Depositor may (and, if it fails to do so within ten (10) Business Days, the requesting Master Servicer shall as soon as practicable) remove the Trustee, the Certificate Administrator or the Tax Administrator, as the case may be, and appoint a successor trustee, certificate administrator or tax administrator, as the case may be, by written instrument, in duplicate, which instrument shall be delivered to the Trustee, the Certificate Administrator or the Tax Administrator, as the case may be, so removed and to the successor trustee, certificate administrator or tax administrator, as the case may be. A copy of such instrument shall be delivered to the other parties hereto and to the Certificateholders by the Depositor. (c) The Holders of Certificates entitled to more than 50% of the Voting Rights may at any time remove the Trustee, Certificate Administrator or Tax Administrator and appoint a successor trustee, certificate administrator or tax administrator, as the case may be, by written instrument or instruments signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Depositor, one complete set to the Trustee, Certificate Administrator or Tax Administrator, as the case may be, so removed, and one complete set to the successor so appointed. All expenses incurred by the Trustee or the Certificate Administrator in connection with the transfer of its duties (or the Mortgage Files, with respect to the Certificate Administrator) to a successor trustee or certificate administrator following the removal of the Trustee or the Certificate Administrator without cause pursuant to this Section 8.07(c), shall be reimbursed to the removed Trustee or Certificate Administrator, as applicable, within thirty (30) days of demand therefor, such reimbursement to be made by the Certificateholders that terminated the Trustee or Certificate Administrator. A copy of such instrument shall be delivered to the other parties hereto and to the remaining Certificateholders by the successor so appointed. (d) Any resignation or removal of the Trustee, the Certificate Administrator or the Tax Administrator and appointment of a successor trustee, certificate administrator or tax administrator, as the case may be, pursuant to any of the provisions of this Section 8.07 shall not become effective until (i) acceptance of appointment by the successor trustee, certificate administrator or tax administrator, as the case may be, as provided in Section 8.08 and (ii) if the successor trustee, certificate administrator or tax administrator, as the case may be, does not have debt ratings that satisfy the criteria set forth in Section 8.06, the appointment of such successor trustee, certificate administrator or tax administrator, as the case may be, is the subject of a Rating Agency Confirmation from each Rating Agency (and, if applicable, an analogous rating agency confirmation from each Pari Passu Companion Loan Rating Agency). (e) Upon resignation, assignment, merger, consolidation, or transfer of the Trustee or its business to a successor, or upon the removal of the Trustee, the outgoing Trustee at its own expense (without right of reimbursement therefor) shall ensure that, prior to consummation of such transaction or as part of its transfer of duties to any successor, (i) the original executed Mortgage Note for each Mortgage Loan (to the extent that the original executed Mortgage Note for each Mortgage Loan was endorsed to the outgoing trustee) is endorsed (without recourse, representation or warranty, express or implied) to the order of the successor, as trustee for the Certificateholders (with the endorsement to recite as endorsee “[name of successor Trustee], as Trustee for the registered holders of WFRBS Wxxxx Fargo Commercial Mortgage Trust 20142015-C22NXS1, Commercial Mortgage Pass-Through Certificates, Series 20142015-C22NXS1”), 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 Mortgage Note has been lost, a lost note affidavit and indemnity with a copy of such Mortgage Note), and (ii) in the case of the other Mortgage Loan Documents, the same are assigned (and, other than in connection with the removal of the Trustee pursuant to Section 8.07(c), recorded as appropriate) to such successor (with the assignment to recite as assignee “[name of successor Trustee], as Trustee for the registered holders of WFRBS Wxxxx Fargo Commercial Mortgage Trust 20142015-C22NXS1, Commercial Mortgage Pass-Through Certificates, Series 20142015-C22NXS1”), or in blank, and such successor shall review the documents delivered to it or the Custodian with respect to each Mortgage Loan, and certify in writing that, as to each Mortgage Loan then subject to this Agreement, such endorsement and assignment has been made. The outgoing Trustee shall provide copies of the documentation provided for in items (i) and (ii) above to the applicable Master Servicer, in each case to the extent such copies are not already in the applicable Master Servicer’s possession. If the Trustee is removed pursuant to Section 8.07(c), the Mortgage Loan Documents identified in clause (ii) of the preceding sentence shall, if appropriate, be recorded by the successor trustee if so requested by the applicable Master Servicer or the applicable Special Servicer and at the expense of the Trust (i) during any Subordinate Control Period, with the consent of the Subordinate Class Representative, (ii) during any Collective Consultation Period, after consultation with the Subordinate Class Representative and the Trust Advisor and (iii) during any Senior Consultation Period, after consultation with the Trust Advisor. (f) Any successor Trustee or successor Certificate Administrator shall, in connection with its appointment as successor Trustee or successor Certificate Administrator, (i) deliver to the Depositor and the each Other Depositor related to an Other Securitization that includes a Serviced Pari Passu Companion LoanDepositor, if applicable, the Form 8-K Disclosure Information required pursuant to Item 6.02 of the Form 8-K Current Report regarding itself in its role as successor Trustee or successor Certificate Administrator, as applicable, and (ii) enter into an indemnification agreement reasonably acceptable to the Depositor pursuant to which the successor Trustee or successor Certificate Administrator, as applicable, agrees to indemnify and hold harmless the Depositor, the Other Depositor, their respective directors and officers, and each other Person who controls any such entity within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all expenses, losses, claims, damages and other liabilities, including without limitation the costs of investigation, legal defense and any amounts paid in settlement of any claim or litigation arising out of (A) the failure of any such Form 8-K Disclosure Information, insofar as such information relates to or is applicable to such successor Trustee or successor Certificate Administrator (either in its individual capacity or its capacity as successor Trustee or successor Certificate Administrator under this Agreement), to satisfy the requirements of the applicable provisions of Regulation AB and (B) any untrue statement or alleged untrue statement of a material fact contained in such Form 8-K Disclosure Information regarding itself in its role as successor Trustee or successor Certificate Administrator, as applicable, or any omission or alleged omission to state in such Form 8-K Disclosure Information regarding itself in its role as successor Trustee or successor Certificate Administrator, as applicable, a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (g) The resigning Trustee, Certificate Administrator and Tax Administrator, as applicable, shall be required to pay all reasonable out-of-pocket costs and expenses of each party to this Agreement, the Trust and each Rating Agency in connection with the resignation of such party and the transfer of its duties (including, but not limited to, reasonable out-of-pocket costs and expenses associated with the engagement of a successor, transferring Mortgage Files (solely with respect to the Certificate Administrator) and related information, records and reports to the successor).

Resignation and Removal of the Trustee, the Certificate Administrator and the Tax Administrator. (a) The Trustee, the Certificate Administrator and the Tax Administrator each may at any time resign and be discharged from their respective obligations created hereunder by giving written notice thereof to the other such parties, the Depositor, each the Master Servicer, each Special ServicerServicers, the Rule 17g-5 Information Provider (who shall promptly post such notice to Special Servicers, the Rule 17g-5 Information Provider’s Website in accordance with Section 8.12(c)) Rating Agencies and all the Certificateholders. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor trustee, certificate administrator or tax administrator, as the case may be, meeting the eligibility requirements of Section 8.06 by written instrument, in duplicate, which instrument shall be delivered to the resigning Trustee, Certificate Administrator or Tax Administrator, as the case may be, and to the successor trustee, certificate administrator or tax administrator, as the case may be. A copy of such instrument shall be delivered to other parties hereto and to the Certificateholders by the Depositor. If no successor trustee, certificate administrator or tax administrator, as the case may be, shall have been so appointed and have accepted appointment within thirty (30) 30 days after the giving of such notice of resignation, the resigning Trustee, Certificate Administrator or Tax Administrator, as the case may be, may petition any court of competent jurisdiction for the appointment of a successor trustee, certificate administrator or tax administrator, as the case may be. (b) If at any time the Trustee, the Certificate Administrator or the Tax Administrator shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor or a Master Servicer, or if at any time the Trustee, the Certificate Administrator or the Tax Administrator shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee, the Certificate Administrator or the Tax Administrator or of its property shall be appointed, or any public officer shall take charge or control of the Trustee, the Certificate Administrator or the Tax Administrator or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if the Trustee’s's, Certificate Administrator’s 's or Tax Administrator’s 's continuing to act in such capacity would result in an Adverse Rating Event with respect to any Class of Rated Certificates rated by a Rating Agency for the Rated Certificates, as confirmed in writing to the Depositor by each applicable Rating Agency, then the Depositor may (and, if it fails to do so within ten (10) 10 Business Days, the requesting PAR or any successor thereto as Master Servicer shall as soon as practicable) remove the Trustee, the Certificate Administrator or the Tax Administrator, as the case may be, and appoint a successor trustee, certificate administrator or tax administrator, as the case may be, by written instrument, in duplicate, which instrument shall be delivered to the Trustee, the Certificate Administrator or the Tax Administrator, as the case may be, so removed and to the successor trustee, certificate administrator or tax administrator, as the case may be. A copy of such instrument shall be delivered to the other parties hereto and to the Certificateholders by the Depositor. (c) The Holders of Certificates entitled to more than 50% of the Voting Rights may at any time remove the Trustee, Certificate Administrator or Tax Administrator and appoint a successor trustee, certificate administrator or tax administrator, as the case may be, by written instrument or instruments signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Depositor, one complete set to the Trustee, Certificate Administrator or Tax Administrator, as the case may be, so removed, and one complete set to the successor so appointed. All expenses incurred by the Trustee or the Certificate Administrator in connection with the its transfer of its duties (or the Mortgage Files, with respect to the Certificate Administrator) Mortgages Files to a successor trustee or certificate administrator following the removal of the Trustee or the Certificate Administrator without cause pursuant to this Section 8.07(c), shall be reimbursed to the removed Trustee or Certificate Administrator, as applicable, within thirty (30) 30 days of demand therefor, such reimbursement to be made by the Certificateholders that terminated the Trustee or Certificate AdministratorTrustee. A copy of such instrument shall be delivered to the other parties hereto and to the remaining Certificateholders by the successor so appointed. (d) Any resignation or removal of the Trustee, the Certificate Administrator or the Tax Administrator and appointment of a successor trustee, certificate administrator or tax administrator, as the case may be, pursuant to any of the provisions of this Section 8.07 shall not become effective until (i) acceptance of appointment by the successor trustee, certificate administrator or tax administrator, as the case may be, as provided in Section 8.08 and (ii) if the successor trustee, certificate administrator or tax administrator, as the case may be, does not have a long-term unsecured debt ratings rating of at least "Aa3" from Xxxxx'x and "A+" from S&P and a short-term unsecured debt rating from each Rating Agency of at least "P-2" in the case of Xxxxx'x and "A-1" in the case of S&P, the Trustee and the Depositor have received written confirmation from each Rating Agency for the Rated Certificates that satisfy has not so assigned such a rating, to the criteria set forth in Section 8.06, effect that the appointment of such successor trustee, certificate administrator or tax administrator, as the case may be, is the subject shall not result in an Adverse Rating Event with respect to any Class of a Rated Certificates rated by such Rating Agency Confirmation from each Rating Agency and (and, if applicable, an analogous rating agency confirmation from each a Serviced Mortgage Loan Group is then serviced and administered under this Agreement and includes one or more Serviced Non-Pooled Pari Passu Companion Loans for which any Non-Pooled Pari Passu Companion Loan Securities are then outstanding) also will not result in an Adverse Rating Agency). (e) Upon resignation, assignment, merger, consolidation, or transfer of the Trustee or its business to a successor, or upon the removal of the Trustee, the outgoing Trustee at its own expense (without right of reimbursement therefor) shall ensure that, prior to consummation of such transaction or as part of its transfer of duties to any successor, (i) the original executed Mortgage Note for each Mortgage Loan (to the extent that the original executed Mortgage Note for each Mortgage Loan was endorsed to the outgoing trustee) is endorsed (without recourse, representation or warranty, express or implied) to the order of the successor, as trustee for the Certificateholders (with the endorsement to recite as endorsee “[name of successor Trustee], as Trustee for the registered holders of WFRBS Commercial Mortgage Trust 2014-C22, Commercial Mortgage Pass-Through Certificates, Series 2014-C22”), 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 Mortgage Note has been lost, a lost note affidavit and indemnity with a copy of such Mortgage Note), and (ii) in the case of the other Mortgage Loan Documents, the same are assigned (and, other than in connection with the removal of the Trustee pursuant to Section 8.07(c), recorded as appropriate) to such successor (with the assignment to recite as assignee “[name of successor Trustee], as Trustee for the registered holders of WFRBS Commercial Mortgage Trust 2014-C22, Commercial Mortgage Pass-Through Certificates, Series 2014-C22”), or in blank, and such successor shall review the documents delivered to it or the Custodian Event with respect to each Mortgage Loan, and certify in writing that, as to each Mortgage Loan then subject to this Agreement, such endorsement and assignment has been made. The outgoing Trustee shall provide copies any class of the documentation provided for in items (i) and (ii) above to the applicable Master Servicer, in each case to the extent such copies are not already in the applicable Master Servicer’s possession. If the Trustee is removed pursuant to Section 8.07(c), the Mortgage Loan Documents identified in clause (ii) of the preceding sentence shall, if appropriate, be recorded by the successor trustee if so requested by the applicable Master Servicer or the applicable Special Servicer and at the expense of the Trust (i) during any Subordinate Control Period, with the consent of the Subordinate Class Representative, (ii) during any Collective Consultation Period, after consultation with the Subordinate Class Representative and the Trust Advisor and (iii) during any Senior Consultation Period, after consultation with the Trust Advisor. (f) Any successor Trustee or successor Certificate Administrator shall, in connection with its appointment as successor Trustee or successor Certificate Administrator, (i) deliver to the Depositor and the Other Depositor related to an Other Securitization that includes a Serviced Non-Pooled Pari Passu Companion Loan, if applicable, the Form 8-K Disclosure Information required pursuant to Item 6.02 of the Form 8-K Current Report regarding itself in its role as successor Trustee or successor Certificate Administrator, as applicable, and (ii) enter into an indemnification agreement reasonably acceptable to the Depositor pursuant to which the successor Trustee or successor Certificate Administrator, as applicable, agrees to indemnify and hold harmless the Depositor, the Other Depositor, their respective directors and officers, and each other Person who controls any such entity within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all expenses, losses, claims, damages and other liabilities, including without limitation the costs of investigation, legal defense and any amounts paid in settlement of any claim or litigation arising out of (A) the failure of any such Form 8-K Disclosure Information, insofar as such information relates to or is applicable to such successor Trustee or successor Certificate Administrator (either in its individual capacity or its capacity as successor Trustee or successor Certificate Administrator under this Agreement), to satisfy the requirements of the applicable provisions of Regulation AB and (B) any untrue statement or alleged untrue statement of a material fact contained in such Form 8-K Disclosure Information regarding itself in its role as successor Trustee or successor Certificate Administrator, as applicable, or any omission or alleged omission to state in such Form 8-K Disclosure Information regarding itself in its role as successor Trustee or successor Certificate Administrator, as applicable, a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleadingLoan Securities. (g) The resigning Trustee, Certificate Administrator and Tax Administrator, as applicable, shall be required to pay all reasonable out-of-pocket costs and expenses of each party to this Agreement, the Trust and each Rating Agency in connection with the resignation of such party and the transfer of its duties (including, but not limited to, reasonable out-of-pocket costs and expenses associated with the engagement of a successor, transferring Mortgage Files (solely with respect to the Certificate Administrator) and related information, records and reports to the successor).

Resignation and Removal of the Trustee, the Certificate Administrator and the Tax Administrator. (a) The Trustee, the Certificate Administrator and the Tax Administrator each may at any time resign and be discharged from their respective obligations created hereunder by giving written notice thereof to the other such parties, the Depositor, each the Master Servicer, each the Special Servicer, the Rule 17g-5 Information Provider (who shall promptly post such notice to the Rule 17g-5 Information Provider’s Website in accordance with Section 8.12(c)) and all the Certificateholders. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor trustee, certificate administrator or tax administrator, as the case may be, meeting the eligibility requirements of Section 8.06 by written instrument, in duplicate, which instrument shall be delivered to the resigning Trustee, Certificate Administrator or Tax Administrator, as the case may be, and to the successor trustee, certificate administrator or tax administrator, as the case may be. A copy of such instrument shall be delivered to other parties hereto and to the Certificateholders by the Depositor. If no successor trustee, certificate administrator or tax administrator, as the case may be, shall have been so appointed and have accepted appointment within thirty (30) days after the giving of such notice of resignation, the resigning Trustee, Certificate Administrator or Tax Administrator, as the case may be, may petition any court of competent jurisdiction for the appointment of a successor trustee, certificate administrator or tax administrator, as the case may be. (b) If at any time the Trustee, the Certificate Administrator or the Tax Administrator shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor or a the Master Servicer, or if at any time the Trustee, the Certificate Administrator or the Tax Administrator shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee, the Certificate Administrator or the Tax Administrator or of its property shall be appointed, or any public officer shall take charge or control of the Trustee, the Certificate Administrator or the Tax Administrator or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if the Trustee’s, Certificate Administrator’s or Tax Administrator’s continuing to act in such capacity would result in an Adverse Rating Event with respect to any Class of Rated Certificates rated by a Rating Agency for the Rated Certificates, as confirmed in writing to the Depositor by each applicable Rating Agency, then the Depositor may (and, if it fails to do so within ten (10) Business Days, the requesting Master Servicer shall as soon as practicable) remove the Trustee, the Certificate Administrator or the Tax Administrator, as the case may be, and appoint a successor trustee, certificate administrator or tax administrator, as the case may be, by written instrument, in duplicate, which instrument shall be delivered to the Trustee, the Certificate Administrator or the Tax Administrator, as the case may be, so removed and to the successor trustee, certificate administrator or tax administrator, as the case may be. A copy of such instrument shall be delivered to the other parties hereto and to the Certificateholders by the Depositor. (c) The Holders of Certificates entitled to more than 50% of the Voting Rights may at any time remove the Trustee, Certificate Administrator or Tax Administrator and appoint a successor trustee, certificate administrator or tax administrator, as the case may be, by written instrument or instruments signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Depositor, one complete set to the Trustee, Certificate Administrator or Tax Administrator, as the case may be, so removed, and one complete set to the successor so appointed. All expenses incurred by the Trustee or the Certificate Administrator in connection with the transfer of its duties (or the Mortgage Files, with respect to the Certificate Administrator) to a successor trustee or certificate administrator following the removal of the Trustee or the Certificate Administrator without cause pursuant to this Section 8.07(c), shall be reimbursed to the removed Trustee or Certificate Administrator, as applicable, within thirty (30) days of demand therefor, such reimbursement to be made by the Certificateholders that terminated the Trustee or Certificate Administrator. A copy of such instrument shall be delivered to the other parties hereto and to the remaining Certificateholders by the successor so appointed. (d) Any resignation or removal of the Trustee, the Certificate Administrator or the Tax Administrator and appointment of a successor trustee, certificate administrator or tax administrator, as the case may be, pursuant to any of the provisions of this Section 8.07 shall not become effective until (i) acceptance of appointment by the successor trustee, certificate administrator or tax administrator, as the case may be, as provided in Section 8.08 and (ii) if the successor trustee, certificate administrator or tax administrator, as the case may be, does not have debt ratings that satisfy the criteria set forth in Section 8.06, the appointment of such successor trustee, certificate administrator or tax administrator, as the case may be, is the subject of a Rating Agency Confirmation from each Rating Agency (and, if applicable, an analogous rating agency confirmation from each Pari Passu Companion Loan Rating Agency). (e) Upon resignation, assignment, merger, consolidation, or transfer of the Trustee or its business to a successor, or upon the removal of the Trustee, the outgoing Trustee at its own expense (without right of reimbursement therefor) shall ensure that, prior to consummation of such transaction or as part of its transfer of duties to any successor, (i) the original executed Mortgage Note for each Mortgage Loan (to the extent that the original executed Mortgage Note for each Mortgage Loan was endorsed to the outgoing trustee) is endorsed (without recourse, representation or warranty, express or implied) to the order of the successor, as trustee for the Certificateholders (with the endorsement to recite as endorsee “[name of successor Trustee], as Trustee for the registered holders of WFRBS Wxxxx Fargo Commercial Mortgage Trust 20142015-C22C27, Commercial Mortgage Pass-Through Certificates, Series 20142015-C22C27”), 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 Mortgage Note has been lost, a lost note affidavit and indemnity with a copy of such Mortgage Note), and (ii) in the case of the other Mortgage Loan Documents, the same are assigned (and, other than in connection with the removal of the Trustee pursuant to Section 8.07(c), recorded as appropriate) to such successor (with the assignment to recite as assignee “[name of successor Trustee], as Trustee for the registered holders of WFRBS Wxxxx Fargo Commercial Mortgage Trust 20142015-C22C27, Commercial Mortgage Pass-Through Certificates, Series 20142015-C22C27”), or in blank, and such successor shall review the documents delivered to it or the Custodian with respect to each Mortgage Loan, and certify in writing that, as to each Mortgage Loan then subject to this Agreement, such endorsement and assignment has been made. The outgoing Trustee shall provide copies of the documentation provided for in items (i) and (ii) above to the applicable Master Servicer, in each case to the extent such copies are not already in the applicable Master Servicer’s possession. If the Trustee is removed pursuant to Section 8.07(c), the Mortgage Loan Documents identified in clause (ii) of the preceding sentence shall, if appropriate, be recorded by the successor trustee if so requested by the applicable Master Servicer or the applicable Special Servicer and at the expense of the Trust (i) during any Subordinate Control Period, with the consent of the Subordinate Class Representative, (ii) during any Collective Consultation Period, after consultation with the Subordinate Class Representative and the Trust Advisor and (iii) during any Senior Consultation Period, after consultation with the Trust Advisor. (f) Any successor Trustee or successor Certificate Administrator shall, in connection with its appointment as successor Trustee or successor Certificate Administrator, (i) deliver to the Depositor and the any Other Depositor related to an Other Securitization that includes a Serviced Pari Passu Companion Loan, if applicable, the Form 8-K Disclosure Information required pursuant to Item 6.02 of the Form 8-K Current Report regarding itself in its role as successor Trustee or successor Certificate Administrator, as applicable, and (ii) enter into an indemnification agreement reasonably acceptable to the Depositor pursuant to which the successor Trustee or successor Certificate Administrator, as applicable, agrees to indemnify and hold harmless the Depositor, the Other Depositor, their respective directors and officers, and each other Person who controls any such entity within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all expenses, losses, claims, damages and other liabilities, including without limitation the costs of investigation, legal defense and any amounts paid in settlement of any claim or litigation arising out of (A) the failure of any such Form 8-K Disclosure Information, insofar as such information relates to or is applicable to such successor Trustee or successor Certificate Administrator (either in its individual capacity or its capacity as successor Trustee or successor Certificate Administrator under this Agreement), to satisfy the requirements of the applicable provisions of Regulation AB and (B) any untrue statement or alleged untrue statement of a material fact contained in such Form 8-K Disclosure Information regarding itself in its role as successor Trustee or successor Certificate Administrator, as applicable, or any omission or alleged omission to state in such Form 8-K Disclosure Information regarding itself in its role as successor Trustee or successor Certificate Administrator, as applicable, a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (g) The resigning Trustee, Certificate Administrator and Tax Administrator, as applicable, shall be required to pay all reasonable out-of-pocket costs and expenses of each party to this Agreement, the Trust and each Rating Agency in connection with the resignation of such party and the transfer of its duties (including, but not limited to, reasonable out-of-pocket costs and expenses associated with the engagement of a successor, transferring Mortgage Files (solely with respect to the Certificate Administrator) and related information, records and reports to the successor).

Resignation and Removal of the Trustee, the Certificate Administrator and the Tax Administrator. (a) The Trustee, the Certificate Administrator and the Tax Administrator each may at any time resign and be discharged from their respective obligations created hereunder by giving written notice thereof to the other such parties, the Depositor, each Master Servicer, each Special Servicer, the Rule 17g-5 Information Provider (who shall promptly post such notice to the Rule 17g-5 Information Provider’s Website in accordance with Section 8.12(c8.12(b)) and all the Certificateholders. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor trustee, certificate administrator or tax administrator, as the case may be, meeting the eligibility requirements of Section 8.06 by written instrument, in duplicate, which instrument shall be delivered to the resigning Trustee, Certificate Administrator or Tax Administrator, as the case may be, and to the successor trustee, certificate administrator or tax administrator, as the case may be. A copy of such instrument shall be delivered to other parties hereto and to the Certificateholders by the Depositor. If no successor trustee, certificate administrator or tax administrator, as the case may be, shall have been so appointed and have accepted appointment within thirty (30) days after the giving of such notice of resignation, the resigning Trustee, Certificate Administrator or Tax Administrator, as the case may be, may petition any court of competent jurisdiction for the appointment of a successor trustee, certificate administrator or tax administrator, as the case may be. (b) If at any time the Trustee, the Certificate Administrator or the Tax Administrator shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor or a Master Servicer, or if at any time the Trustee, the Certificate Administrator or the Tax Administrator shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee, the Certificate Administrator or the Tax Administrator or of its property shall be appointed, or any public officer shall take charge or control of the Trustee, the Certificate Administrator or the Tax Administrator or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if the Trustee’s, Certificate Administrator’s or Tax Administrator’s continuing to act in such capacity would result in an Adverse Rating Event with respect to any Class of Rated Certificates rated by a Rating Agency for the Rated Certificates, as confirmed in writing to the Depositor by each applicable Rating Agency, then the Depositor may (and, if it fails to do so within ten (10) Business Days, the requesting Master Servicer shall as soon as practicable) remove the Trustee, the Certificate Administrator or the Tax Administrator, as the case may be, and appoint a successor trustee, certificate administrator or tax administrator, as the case may be, by written instrument, in duplicate, which instrument shall be delivered to the Trustee, the Certificate Administrator or the Tax Administrator, as the case may be, so removed and to the successor trustee, certificate administrator or tax administrator, as the case may be. A copy of such instrument shall be delivered to the other parties hereto and to the Certificateholders by the Depositor. (c) The Holders of Certificates entitled to more than 50% of the Voting Rights may at any time remove the Trustee, Certificate Administrator or Tax Administrator and appoint a successor trustee, certificate administrator or tax administrator, as the case may be, by written instrument or instruments signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Depositor, one complete set to the Trustee, Certificate Administrator or Tax Administrator, as the case may be, so removed, and one complete set to the successor so appointed. All expenses incurred by the Trustee or the Certificate Administrator in connection with the transfer of its duties (or the Mortgage Files, with respect to the Certificate Administrator) to a successor trustee or certificate administrator following the removal of the Trustee or the Certificate Administrator without cause pursuant to this Section 8.07(c), shall be reimbursed to the removed Trustee or Certificate Administrator, as applicable, within thirty (30) days of demand therefor, such reimbursement to be made by the Certificateholders that terminated the Trustee or Certificate Administrator. A copy of such instrument shall be delivered to the other parties hereto and to the remaining Certificateholders by the successor so appointed. (d) Any resignation or removal of the Trustee, the Certificate Administrator or the Tax Administrator and appointment of a successor trustee, certificate administrator or tax administrator, as the case may be, pursuant to any of the provisions of this Section 8.07 shall not become effective until (i) acceptance of appointment by the successor trustee, certificate administrator or tax administrator, as the case may be, as provided in Section 8.08 and (ii) if the successor trustee, certificate administrator or tax administrator, as the case may be, does not have debt ratings that satisfy the criteria set forth in Section 8.06, the appointment of such successor trustee, certificate administrator or tax administrator, as the case may be, is the subject of a Rating Agency Confirmation from each Rating Agency (and, if applicable, an analogous rating agency confirmation from each Pari Passu Companion Rating Agency). (e) Upon resignation, assignment, merger, consolidation, or transfer of the Trustee or its business to a successor, or upon the removal of the Trustee, the outgoing Trustee at its own expense (without right of reimbursement therefor) shall ensure that, prior to consummation of such transaction or as part of its transfer of duties to any successor, (i) the original executed Mortgage Note for each Mortgage Loan (to the extent that the original executed Mortgage Note for each Mortgage Loan was endorsed to the outgoing trustee) is endorsed (without recourse, representation or warranty, express or implied) to the order of the successor, as trustee for the Certificateholders (with the endorsement to recite as endorsee “[name of successor Trustee], as Trustee for the registered holders of WFRBS RBS Commercial Mortgage Trust 2014-C22Funding Inc., Commercial Mortgage Pass-Through Certificates, Series 2014-C22C19”), 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 Mortgage Note has been lost, a lost note affidavit and indemnity with a copy of such Mortgage Note), and (ii) in the case of the other Mortgage Loan Documents, the same are assigned (and, other than in connection with the removal of the Trustee pursuant to Section 8.07(c), recorded as appropriate) to such successor (with the assignment to recite as assignee “[name of successor Trustee], as Trustee for the registered holders of WFRBS RBS Commercial Mortgage Trust 2014-C22Funding Inc., Commercial Mortgage Pass-Through Certificates, Series 2014-C22C19”), or in blank, and such successor shall review the documents delivered to it or the Custodian with respect to each Mortgage Loan, and certify in writing that, as to each Mortgage Loan then subject to this Agreement, such endorsement and assignment has been made. The outgoing Trustee shall provide copies of the documentation provided for in items (i) and (ii) above to the applicable Master Servicer, in each case to the extent such copies are not already in the applicable Master Servicer’s possession. If the Trustee is removed pursuant to Section 8.07(c), the Mortgage Loan Documents identified in clause (ii) of the preceding sentence shall, if appropriate, be recorded by the successor trustee if so requested by the applicable Master Servicer or the applicable Special Servicer and at the expense of the Trust (i) during any Subordinate Control Period, with the consent of the Subordinate Class Representative, (ii) during any Collective Consultation Period, after consultation with the Subordinate Class Representative and the Trust Advisor and (iii) during any Senior Consultation Period, after consultation with the Trust Advisor. (f) Any successor Trustee or successor Certificate Administrator shall, in connection with its appointment as successor Trustee or successor Certificate Administrator, (i) deliver to the Depositor and the Other Depositor related to an Other Securitization that includes a Serviced Pari Passu Companion Loan, if applicable, the Form 8-K Disclosure Information required pursuant to Item 6.02 of the Form 8-K Current Report regarding itself in its role as successor Trustee or successor Certificate Administrator, as applicable, and (ii) enter into an indemnification agreement reasonably acceptable to the Depositor pursuant to which the successor Trustee or successor Certificate Administrator, as applicable, agrees to indemnify and hold harmless the Depositor, the Other Depositor, their respective directors and officers, and each other Person who controls any such entity within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all expenses, losses, claims, damages and other liabilities, including without limitation the costs of investigation, legal defense and any amounts paid in settlement of any claim or litigation arising out of (A) the failure of any such Form 8-K Disclosure Information, insofar as such information relates to or is applicable to such successor Trustee or successor Certificate Administrator (either in its individual capacity or its capacity as successor Trustee or successor Certificate Administrator under this Agreement), to satisfy the requirements of the applicable provisions of Regulation AB and (B) any untrue statement or alleged untrue statement of a material fact contained in such Form 8-K Disclosure Information regarding itself in its role as successor Trustee or successor Certificate Administrator, as applicable, or any omission or alleged omission to state in such Form 8-K Disclosure Information regarding itself in its role as successor Trustee or successor Certificate Administrator, as applicable, a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (g) The resigning Trustee, Certificate Administrator and Tax Administrator, as applicable, shall be required to pay all reasonable out-of-pocket costs and expenses of each party to this Agreement, the Trust and each Rating Agency in connection with the resignation of such party and the transfer of its duties (including, but not limited to, reasonable out-of-pocket costs and expenses associated with the engagement of a successor, transferring Mortgage Files (solely with respect to the Certificate Administrator) and related information, records and reports to the successor).

Resignation and Removal of the Trustee, the Certificate Administrator and the Tax Administrator. (a) The Trustee, the Certificate Administrator and the Tax Administrator each may at any time resign and be discharged from their respective obligations created hereunder by giving written notice thereof to the other such parties, the Depositor, each the Master ServicerServicers, each the Special Servicer, the Rule 17g-5 Information Provider (who shall promptly post such notice to the Rule 17g-5 Information Provider’s Website in accordance with Section 8.12(c)) Rating Agencies and all the Certificateholders. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor trustee, certificate administrator or tax administrator, as the case may be, meeting the eligibility requirements of Section 8.06 by written instrument, in duplicate, which instrument shall be delivered to the resigning Trustee, Certificate Administrator or Tax Administrator, as the case may be, and to the successor trustee, certificate administrator or tax administrator, as the case may be. A copy of such instrument shall be delivered to other parties hereto and to the Certificateholders by the Depositor. If no successor trustee, certificate administrator or tax administrator, as the case may be, shall have been so appointed and have accepted appointment within thirty (30) 30 days after the giving of such notice of resignation, the resigning Trustee, Certificate Administrator or Tax Administrator, as the case may be, may petition any court of competent jurisdiction for the appointment of a successor trustee, certificate administrator or tax administrator, as the case may be. (b) If at any time the Trustee, the Certificate Administrator or the Tax Administrator shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor or a Master Servicer, or if at any time the Trustee, the Certificate Administrator or the Tax Administrator shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee, the Certificate Administrator or the Tax Administrator or of its property shall be appointed, or any public officer shall take charge or control of the Trustee, the Certificate Administrator or the Tax Administrator or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if the Trustee’s's, Certificate Administrator’s 's or Tax Administrator’s 's continuing to act in such capacity would result in an Adverse Rating Event with respect to any Class of Rated Certificates rated by a Rating Agency for the Rated Certificates or (if the Marquis Apartments Loan Group, the Plaza La Cienega Loan Group or the Garden State Pavilion Loan Group is then serviced and administered under this Agreement) would result in an Adverse Rating Event with respect to any class of Marquis Apartments Non-Pooled Mortgage Loan Securities, Plaza La Cienega Non-Pooled Mortgage Loan Securities or Garden State Pavilion Non-Pooled Mortgage Loan Securities, as applicable, rated by an applicable Rating Agency that is also a Rating Agency for the Rated Certificates, in each case as confirmed in writing to the Depositor by each applicable such Rating Agency, then the Depositor may (and, if it fails to do so within ten (10) 10 Business Days, the requesting PAR or any successor thereto as Master Servicer shall as soon as practicable) remove the Trustee, the Certificate Administrator or the Tax Administrator, as the case may be, and appoint a successor trustee, certificate administrator or tax administrator, as the case may be, by written instrument, in duplicate, which instrument shall be delivered to the Trustee, the Certificate Administrator or the Tax Administrator, as the case may be, so removed and to the successor trustee, certificate administrator or tax administrator, as the case may be. A copy of such instrument shall be delivered to the other parties hereto and to the Certificateholders by the Depositor. (c) The Holders of Certificates entitled to more than 50% of the Voting Rights may at any time remove the Trustee, Certificate Administrator or Tax Administrator and appoint a successor trustee, certificate administrator or tax administrator, as the case may be, by written instrument or instruments signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Depositor, one complete set to the Trustee, Certificate Administrator or Tax Administrator, as the case may be, so removed, and one complete set to the successor so appointed. All expenses incurred by the Trustee or the Certificate Administrator in connection with the its transfer of its duties (or the Mortgage Files, with respect to the Certificate Administrator) Mortgages Files to a successor trustee or certificate administrator following the removal of the Trustee or the Certificate Administrator without cause pursuant to this Section 8.07(c), shall be reimbursed to the removed Trustee or Certificate Administrator, as applicable, within thirty (30) 30 days of demand therefor, such reimbursement to be made by the Certificateholders that terminated the Trustee or Certificate AdministratorTrustee. A copy of such instrument shall be delivered to the other parties hereto and to the remaining Certificateholders by the successor so appointed. (d) Any resignation or removal of the Trustee, the Certificate Administrator or the Tax Administrator and appointment of a successor trustee, certificate administrator or tax administrator, as the case may be, pursuant to any of the provisions of this Section 8.07 shall not become effective until (i) acceptance of appointment by the successor trustee, certificate administrator or tax administrator, as the case may be, as provided in Section 8.08 and (ii) if the successor trustee, certificate administrator or tax administrator, as the case may be, does not have a long-term unsecured debt ratings rating of at least "Aa3" from Xxxxx'x and "AA-" from Fitch and a short-term unsecured debt rating from each Rating Agency of at least "P-2" in the case of Xxxxx'x and "F-1" in the case of Fitch, the Trustee and the Depositor have received written confirmation from each Rating Agency for the Rated Certificates that satisfy has not so assigned such a rating, to the criteria set forth in Section 8.06, effect that the appointment of such successor trustee, certificate administrator or tax administrator, as the case may be, is the subject of a shall not result in an Adverse Rating Agency Confirmation from each Rating Agency (and, if applicable, an analogous rating agency confirmation from each Pari Passu Companion Rating Agency). (e) Upon resignation, assignment, merger, consolidation, or transfer of the Trustee or its business to a successor, or upon the removal of the Trustee, the outgoing Trustee at its own expense (without right of reimbursement therefor) shall ensure that, prior to consummation of such transaction or as part of its transfer of duties to any successor, (i) the original executed Mortgage Note for each Mortgage Loan (to the extent that the original executed Mortgage Note for each Mortgage Loan was endorsed to the outgoing trustee) is endorsed (without recourse, representation or warranty, express or implied) to the order of the successor, as trustee for the Certificateholders (with the endorsement to recite as endorsee “[name of successor Trustee], as Trustee for the registered holders of WFRBS Commercial Mortgage Trust 2014-C22, Commercial Mortgage Pass-Through Certificates, Series 2014-C22”), 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 Mortgage Note has been lost, a lost note affidavit and indemnity with a copy of such Mortgage Note), and (ii) in the case of the other Mortgage Loan Documents, the same are assigned (and, other than in connection with the removal of the Trustee pursuant to Section 8.07(c), recorded as appropriate) to such successor (with the assignment to recite as assignee “[name of successor Trustee], as Trustee for the registered holders of WFRBS Commercial Mortgage Trust 2014-C22, Commercial Mortgage Pass-Through Certificates, Series 2014-C22”), or in blank, and such successor shall review the documents delivered to it or the Custodian Event with respect to each Mortgage Loanany Class of Rated Certificates rated by such Rating Agency and (if the Marquis Apartments Loan Group, the Plaza La Cienega Loan Group or the Garden State Pavilion Loan Group is then serviced and certify administered under this Agreement) also shall not result in writing that, as an Adverse Rating Event with respect to each any class of Marquis Apartments Non-Pooled Mortgage Loan then subject to this AgreementSecurities, such endorsement and assignment has been made. The outgoing Trustee shall provide copies of the documentation provided for in items (i) and (ii) above to the applicable Master Servicer, in each case to the extent such copies are not already in the applicable Master Servicer’s possession. If the Trustee is removed pursuant to Section 8.07(c), the Plaza La Cienega Non-Pooled Mortgage Loan Documents identified in clause (ii) of the preceding sentence shall, if appropriate, be recorded by the successor trustee if so requested by the applicable Master Servicer Securities or the applicable Special Servicer and at the expense of the Trust (i) during any Subordinate Control Period, with the consent of the Subordinate Class Representative, (ii) during any Collective Consultation Period, after consultation with the Subordinate Class Representative and the Trust Advisor and (iii) during any Senior Consultation Period, after consultation with the Trust Advisor. (f) Any successor Trustee or successor Certificate Administrator shall, in connection with its appointment as successor Trustee or successor Certificate Administrator, (i) deliver to the Depositor and the Other Depositor related to an Other Securitization that includes a Serviced Pari Passu Companion Loan, if applicable, the Form 8Garden State Pavilion Non-K Disclosure Information required pursuant to Item 6.02 of the Form 8-K Current Report regarding itself in its role as successor Trustee or successor Certificate AdministratorPooled Mortgage Loan Securities, as applicable, and rated by such Rating Agency (ii) enter into if such Rating Agency is an indemnification agreement reasonably acceptable to applicable Rating Agency for the Depositor pursuant to which Marquis Apartments Non-Pooled Mortgage Loan Securities, the successor Trustee Plaza La Cienega Non-Pooled Mortgage Loan Securities or successor Certificate AdministratorGarden State Pavilion Non-Pooled Mortgage Loan Securities, as applicable, agrees to indemnify and hold harmless the Depositor, the Other Depositor, their respective directors and officers, and each other Person who controls any such entity within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all expenses, losses, claims, damages and other liabilities, including without limitation the costs of investigation, legal defense and any amounts paid in settlement of any claim or litigation arising out of (A) the failure of any such Form 8-K Disclosure Information, insofar as such information relates to or is applicable to such successor Trustee or successor Certificate Administrator (either in its individual capacity or its capacity as successor Trustee or successor Certificate Administrator under this Agreement), to satisfy the requirements of the applicable provisions of Regulation AB and (B) any untrue statement or alleged untrue statement of a material fact contained in such Form 8-K Disclosure Information regarding itself in its role as successor Trustee or successor Certificate Administrator, as applicable, or any omission or alleged omission to state in such Form 8-K Disclosure Information regarding itself in its role as successor Trustee or successor Certificate Administrator, as applicable, a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (g) The resigning Trustee, Certificate Administrator and Tax Administrator, as applicable, shall be required to pay all reasonable out-of-pocket costs and expenses of each party to this Agreement, the Trust and each Rating Agency in connection with the resignation of such party and the transfer of its duties (including, but not limited to, reasonable out-of-pocket costs and expenses associated with the engagement of a successor, transferring Mortgage Files (solely with respect to the Certificate Administrator) and related information, records and reports to the successor).

Resignation and Removal of the Trustee, the Certificate Administrator and the Tax Administrator. (a) The Trustee, the Certificate Administrator and the Tax Administrator each may at any time resign and be discharged from their respective obligations created hereunder by giving written notice thereof to the other such parties, the Depositor, each the Master Servicer, each Special ServicerServicers, the Rule 17g-5 Information Provider (who shall promptly post such notice to Special Servicers, the Rule 17g-5 Information Provider’s Website in accordance with Section 8.12(c)) Rating Agencies and all the Certificateholders. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor trustee, certificate administrator or tax administrator, as the case may be, meeting the eligibility requirements of Section 8.06 by written instrument, in duplicate, which instrument shall be delivered to the resigning Trustee, Certificate Administrator or Tax Administrator, as the case may be, and to the successor trustee, certificate administrator or tax administrator, as the case may be. A copy of such instrument shall be delivered to other parties hereto and to the Certificateholders by the Depositor. If no successor trustee, certificate administrator or tax administrator, as the case may be, shall have been so appointed and have accepted appointment within thirty (30) 30 days after the giving of such notice of resignation, the resigning Trustee, Certificate Administrator or Tax Administrator, as the case may be, may petition any court of competent jurisdiction for the appointment of a successor trustee, certificate administrator or tax administrator, as the case may be.. 262 (b) If at any time the Trustee, the Certificate Administrator or the Tax Administrator shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor or a Master Servicer, or if at any time the Trustee, the Certificate Administrator or the Tax Administrator shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee, the Certificate Administrator or the Tax Administrator or of its property shall be appointed, or any public officer shall take charge or control of the Trustee, the Certificate Administrator or the Tax Administrator or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if the Trustee’s's, Certificate Administrator’s 's or Tax Administrator’s 's continuing to act in such capacity would result in an Adverse Rating Event with respect to any Class of Rated Certificates rated by a Rating Agency for the Rated Certificates, as confirmed in writing to the Depositor by each applicable Rating Agency, then the Depositor may (and, if it fails to do so within ten (10) 10 Business Days, the requesting PAR or any successor thereto as Master Servicer shall as soon as practicable) remove the Trustee, the Certificate Administrator or the Tax Administrator, as the case may be, and appoint a successor trustee, certificate administrator or tax administrator, as the case may be, by written instrument, in duplicate, which instrument shall be delivered to the Trustee, the Certificate Administrator or the Tax Administrator, as the case may be, so removed and to the successor trustee, certificate administrator or tax administrator, as the case may be. A copy of such instrument shall be delivered to the other parties hereto and to the Certificateholders by the Depositor. (c) The Holders of Certificates entitled to more than 50% of the Voting Rights may at any time remove the Trustee, Certificate Administrator or Tax Administrator and appoint a successor trustee, certificate administrator or tax administrator, as the case may be, by written instrument or instruments signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Depositor, one complete set to the Trustee, Certificate Administrator or Tax Administrator, as the case may be, so removed, and one complete set to the successor so appointed. All expenses incurred by the Trustee or the Certificate Administrator in connection with the its transfer of its duties (or the Mortgage Files, with respect to the Certificate Administrator) Mortgages Files to a successor trustee or certificate administrator following the removal of the Trustee or the Certificate Administrator without cause pursuant to this Section 8.07(c), shall be reimbursed to the removed Trustee or Certificate Administrator, as applicable, within thirty (30) 30 days of demand therefor, such reimbursement to be made by the Certificateholders that terminated the Trustee or Certificate AdministratorTrustee. A copy of such instrument shall be delivered to the other parties hereto and to the remaining Certificateholders by the successor so appointed. (d) Any resignation or removal of the Trustee, the Certificate Administrator or the Tax Administrator and appointment of a successor trustee, certificate administrator or tax administrator, as the case may be, pursuant to any of the provisions of this Section 8.07 shall not become effective until (i) acceptance of appointment by the successor trustee, certificate administrator or tax administrator, as the case may be, as provided in Section 8.08 and (ii) if the successor trustee, certificate administrator or tax administrator, as the case may be, does not have a long-term unsecured debt ratings rating of at least "Aa3" from Xxxxx'x and "AA-" from Fitch and a short-term unsecured debt rating from each Rating Agency of at least "P-2" in the case of Xxxxx'x and "F-1" in the case of Fitch, the Trustee and the Depositor have received written confirmation from each Rating Agency for the Rated Certificates that satisfy has not so assigned such a rating, to the criteria set forth in Section 8.06, effect that the appointment of such successor trustee, certificate administrator or tax administrator, as the case may be, is the subject shall not result in an Adverse Rating Event with respect to any Class of a Rated Certificates rated by such Rating Agency Confirmation from each Rating Agency and (and, if applicable, an analogous rating agency confirmation from each a Serviced Mortgage Loan Group is then serviced and administered under this Agreement and includes one or more Serviced Non-Pooled Pari Passu Companion Loans for which any Non-Pooled Pari Passu Companion Loan Securities are then outstanding) also will not result in an Adverse Rating Agency). (e) Upon resignation, assignment, merger, consolidation, or transfer of the Trustee or its business to a successor, or upon the removal of the Trustee, the outgoing Trustee at its own expense (without right of reimbursement therefor) shall ensure that, prior to consummation of such transaction or as part of its transfer of duties to any successor, (i) the original executed Mortgage Note for each Mortgage Loan (to the extent that the original executed Mortgage Note for each Mortgage Loan was endorsed to the outgoing trustee) is endorsed (without recourse, representation or warranty, express or implied) to the order of the successor, as trustee for the Certificateholders (with the endorsement to recite as endorsee “[name of successor Trustee], as Trustee for the registered holders of WFRBS Commercial Mortgage Trust 2014-C22, Commercial Mortgage Pass-Through Certificates, Series 2014-C22”), 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 Mortgage Note has been lost, a lost note affidavit and indemnity with a copy of such Mortgage Note), and (ii) in the case of the other Mortgage Loan Documents, the same are assigned (and, other than in connection with the removal of the Trustee pursuant to Section 8.07(c), recorded as appropriate) to such successor (with the assignment to recite as assignee “[name of successor Trustee], as Trustee for the registered holders of WFRBS Commercial Mortgage Trust 2014-C22, Commercial Mortgage Pass-Through Certificates, Series 2014-C22”), or in blank, and such successor shall review the documents delivered to it or the Custodian Event with respect to each Mortgage Loan, and certify in writing that, as to each Mortgage Loan then subject to this Agreement, such endorsement and assignment has been made. The outgoing Trustee shall provide copies any class of the documentation provided for in items (i) and (ii) above to the applicable Master Servicer, in each case to the extent such copies are not already in the applicable Master Servicer’s possession. If the Trustee is removed pursuant to Section 8.07(c), the Mortgage Loan Documents identified in clause (ii) of the preceding sentence shall, if appropriate, be recorded by the successor trustee if so requested by the applicable Master Servicer or the applicable Special Servicer and at the expense of the Trust (i) during any Subordinate Control Period, with the consent of the Subordinate Class Representative, (ii) during any Collective Consultation Period, after consultation with the Subordinate Class Representative and the Trust Advisor and (iii) during any Senior Consultation Period, after consultation with the Trust Advisor. (f) Any successor Trustee or successor Certificate Administrator shall, in connection with its appointment as successor Trustee or successor Certificate Administrator, (i) deliver to the Depositor and the Other Depositor related to an Other Securitization that includes a Serviced Non-Pooled Pari Passu Companion Loan, if applicable, the Form 8-K Disclosure Information required pursuant to Item 6.02 of the Form 8-K Current Report regarding itself in its role as successor Trustee or successor Certificate Administrator, as applicable, and (ii) enter into an indemnification agreement reasonably acceptable to the Depositor pursuant to which the successor Trustee or successor Certificate Administrator, as applicable, agrees to indemnify and hold harmless the Depositor, the Other Depositor, their respective directors and officers, and each other Person who controls any such entity within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all expenses, losses, claims, damages and other liabilities, including without limitation the costs of investigation, legal defense and any amounts paid in settlement of any claim or litigation arising out of (A) the failure of any such Form 8-K Disclosure Information, insofar as such information relates to or is applicable to such successor Trustee or successor Certificate Administrator (either in its individual capacity or its capacity as successor Trustee or successor Certificate Administrator under this Agreement), to satisfy the requirements of the applicable provisions of Regulation AB and (B) any untrue statement or alleged untrue statement of a material fact contained in such Form 8-K Disclosure Information regarding itself in its role as successor Trustee or successor Certificate Administrator, as applicable, or any omission or alleged omission to state in such Form 8-K Disclosure Information regarding itself in its role as successor Trustee or successor Certificate Administrator, as applicable, a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleadingLoan Securities. (g) The resigning Trustee, Certificate Administrator and Tax Administrator, as applicable, shall be required to pay all reasonable out-of-pocket costs and expenses of each party to this Agreement, the Trust and each Rating Agency in connection with the resignation of such party and the transfer of its duties (including, but not limited to, reasonable out-of-pocket costs and expenses associated with the engagement of a successor, transferring Mortgage Files (solely with respect to the Certificate Administrator) and related information, records and reports to the successor).

Resignation and Removal of the Trustee, the Certificate Administrator and the Tax Administrator. (a) The Trustee, the Certificate Administrator and the Tax Administrator each may at any time resign and be discharged from their respective obligations created hereunder by giving written notice thereof to the other such parties, the Depositor, each the Master ServicerServicers, each the Special Servicer, the Rule 17g-5 Information Provider (who shall promptly post such notice to the Rule 17g-5 Information Provider’s Website in accordance with Section 8.12(c)) Rating Agencies and all the Certificateholders. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor trustee, certificate administrator or tax administrator, as the case may be, meeting the eligibility requirements of Section 8.06 by written instrument, in duplicate, which instrument shall be delivered to the resigning Trustee, Certificate Administrator or Tax Administrator, as the case may be, and to the successor trustee, certificate administrator or tax administrator, as the case may be. A copy of such instrument shall be delivered to other parties hereto and to the Certificateholders by the Depositor. If no successor trustee, certificate administrator or tax administrator, as the case may be, shall have been so appointed and have accepted appointment within thirty (30) 30 days after the giving of such notice of resignation, the resigning Trustee, Certificate Administrator or Tax Administrator, as the case may be, may petition any court of competent jurisdiction for the appointment of a successor trustee, certificate administrator or tax administrator, as the case may be. (b) If at any time the Trustee, the Certificate Administrator or the Tax Administrator shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor or a Master Servicer, or if at any time the Trustee, the Certificate Administrator or the Tax Administrator shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee, the Certificate Administrator or the Tax Administrator or of its property shall be appointed, or any public officer shall take charge or control of the Trustee, the Certificate Administrator or the Tax Administrator or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if the Trustee’s's, Certificate Administrator’s 's or Tax Administrator’s 's continuing to act in such capacity would result in an Adverse Rating Event with respect to any Class of Rated Certificates rated by a Rating Agency for the Rated Certificates, as confirmed in writing to the Depositor by each applicable Rating Agency, then the Depositor may (and, if it fails to do so within ten (10) 10 Business Days, the requesting PAR or any successor thereto as Master Servicer shall as soon as practicable) remove the Trustee, the Certificate Administrator or the Tax Administrator, as the case may be, and appoint a successor trustee, certificate administrator or tax administrator, as the case may be, by written instrument, in duplicate, which instrument shall be delivered to the Trustee, the Certificate Administrator or the Tax Administrator, as the case may be, so removed and to the successor trustee, certificate administrator or tax administrator, as the case may be. A copy of such instrument shall be delivered to the other parties hereto and to the Certificateholders by the Depositor. (c) The Holders of Certificates entitled to more than 50% of the Voting Rights may at any time remove the Trustee, Certificate Administrator or Tax Administrator and appoint a successor trustee, certificate administrator or tax administrator, as the case may be, by written instrument or instruments signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Depositor, one complete set to the Trustee, Certificate Administrator or Tax Administrator, as the case may be, so removed, and one complete set to the successor so appointed. All expenses incurred by the Trustee or the Certificate Administrator in connection with the its transfer of its duties (or the Mortgage Files, with respect to the Certificate Administrator) Mortgages Files to a successor trustee or certificate administrator following the removal of the Trustee or the Certificate Administrator without cause pursuant to this Section 8.07(c), shall be reimbursed to the removed Trustee or Certificate Administrator, as applicable, within thirty (30) 30 days of demand therefor, such reimbursement to be made by the Certificateholders that terminated the Trustee or Certificate AdministratorTrustee. A copy of such instrument shall be delivered to the other parties hereto and to the remaining Certificateholders by the successor so appointed. (d) Any resignation or removal of the Trustee, the Certificate Administrator or the Tax Administrator and appointment of a successor trustee, certificate administrator or tax administrator, as the case may be, pursuant to any of the provisions of this Section 8.07 shall not become effective until (i) acceptance of appointment by the successor trustee, certificate administrator or tax administrator, as the case may be, as provided in Section 8.08 and (ii) if the successor trustee, certificate administrator or tax administrator, as the case may be, does not have a long-term unsecured debt ratings rating of at least "Aa3" from Xxxxx'x and "A+" from S&P and a short-term unsecured debt rating from each Rating Agency of at least "P-2" in the case of Xxxxx'x and "A-1" in the case of S&P, the Trustee and the Depositor have received written confirmation from each Rating Agency for the Rated Certificates that satisfy has not so assigned such a rating, to the criteria set forth in Section 8.06, effect that the appointment of such successor trustee, certificate administrator or tax administrator, as the case may be, is the subject shall not result in an Adverse Rating Event with respect to any Class of a Rated Certificates rated by such Rating Agency Confirmation from each Rating Agency and (and, if applicable, an analogous rating agency confirmation from each a Serviced Mortgage Loan Group is then serviced and administered under this Agreement and includes one or more Serviced Non-Pooled Pari Passu Companion Loans for which any Non-Pooled Pari Passu Companion Loan Securities are then outstanding) also will not result in an Adverse Rating Agency). (e) Upon resignation, assignment, merger, consolidation, or transfer of the Trustee or its business to a successor, or upon the removal of the Trustee, the outgoing Trustee at its own expense (without right of reimbursement therefor) shall ensure that, prior to consummation of such transaction or as part of its transfer of duties to any successor, (i) the original executed Mortgage Note for each Mortgage Loan (to the extent that the original executed Mortgage Note for each Mortgage Loan was endorsed to the outgoing trustee) is endorsed (without recourse, representation or warranty, express or implied) to the order of the successor, as trustee for the Certificateholders (with the endorsement to recite as endorsee “[name of successor Trustee], as Trustee for the registered holders of WFRBS Commercial Mortgage Trust 2014-C22, Commercial Mortgage Pass-Through Certificates, Series 2014-C22”), 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 Mortgage Note has been lost, a lost note affidavit and indemnity with a copy of such Mortgage Note), and (ii) in the case of the other Mortgage Loan Documents, the same are assigned (and, other than in connection with the removal of the Trustee pursuant to Section 8.07(c), recorded as appropriate) to such successor (with the assignment to recite as assignee “[name of successor Trustee], as Trustee for the registered holders of WFRBS Commercial Mortgage Trust 2014-C22, Commercial Mortgage Pass-Through Certificates, Series 2014-C22”), or in blank, and such successor shall review the documents delivered to it or the Custodian Event with respect to each Mortgage Loan, and certify in writing that, as to each Mortgage Loan then subject to this Agreement, such endorsement and assignment has been made. The outgoing Trustee shall provide copies any class of the documentation provided for in items (i) and (ii) above to the applicable Master Servicer, in each case to the extent such copies are not already in the applicable Master Servicer’s possession. If the Trustee is removed pursuant to Section 8.07(c), the Mortgage Loan Documents identified in clause (ii) of the preceding sentence shall, if appropriate, be recorded by the successor trustee if so requested by the applicable Master Servicer or the applicable Special Servicer and at the expense of the Trust (i) during any Subordinate Control Period, with the consent of the Subordinate Class Representative, (ii) during any Collective Consultation Period, after consultation with the Subordinate Class Representative and the Trust Advisor and (iii) during any Senior Consultation Period, after consultation with the Trust Advisor. (f) Any successor Trustee or successor Certificate Administrator shall, in connection with its appointment as successor Trustee or successor Certificate Administrator, (i) deliver to the Depositor and the Other Depositor related to an Other Securitization that includes a Serviced Non-Pooled Pari Passu Companion Loan, if applicable, the Form 8-K Disclosure Information required pursuant to Item 6.02 of the Form 8-K Current Report regarding itself in its role as successor Trustee or successor Certificate Administrator, as applicable, and (ii) enter into an indemnification agreement reasonably acceptable to the Depositor pursuant to which the successor Trustee or successor Certificate Administrator, as applicable, agrees to indemnify and hold harmless the Depositor, the Other Depositor, their respective directors and officers, and each other Person who controls any such entity within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all expenses, losses, claims, damages and other liabilities, including without limitation the costs of investigation, legal defense and any amounts paid in settlement of any claim or litigation arising out of (A) the failure of any such Form 8-K Disclosure Information, insofar as such information relates to or is applicable to such successor Trustee or successor Certificate Administrator (either in its individual capacity or its capacity as successor Trustee or successor Certificate Administrator under this Agreement), to satisfy the requirements of the applicable provisions of Regulation AB and (B) any untrue statement or alleged untrue statement of a material fact contained in such Form 8-K Disclosure Information regarding itself in its role as successor Trustee or successor Certificate Administrator, as applicable, or any omission or alleged omission to state in such Form 8-K Disclosure Information regarding itself in its role as successor Trustee or successor Certificate Administrator, as applicable, a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleadingLoan Securities. (g) The resigning Trustee, Certificate Administrator and Tax Administrator, as applicable, shall be required to pay all reasonable out-of-pocket costs and expenses of each party to this Agreement, the Trust and each Rating Agency in connection with the resignation of such party and the transfer of its duties (including, but not limited to, reasonable out-of-pocket costs and expenses associated with the engagement of a successor, transferring Mortgage Files (solely with respect to the Certificate Administrator) and related information, records and reports to the successor).

Resignation and Removal of the Trustee, the Certificate Administrator and the Tax Administrator. (a) The Trustee, the Certificate Administrator and the Tax Administrator each may at any time resign and be discharged from their respective obligations created hereunder by giving written notice thereof to the other such parties, the Depositor, each Master Servicer, each Special Servicer, the Rule 17g-5 Information Provider (who shall promptly post such notice to the Rule 17g-5 Information Provider’s Website in accordance with Section 8.12(c8.12(b)) and all the Certificateholders. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor trustee, certificate administrator or tax administrator, as the case may be, meeting the eligibility requirements of Section 8.06 by written instrument, in duplicate, which instrument shall be delivered to the resigning Trustee, Certificate Administrator or Tax Administrator, as the case may be, and to the successor trustee, certificate administrator or tax administrator, as the case may be. A copy of such instrument shall be delivered to other parties hereto and to the Certificateholders by the Depositor. If no successor trustee, certificate administrator or tax administrator, as the case may be, shall have been so appointed and have accepted appointment within thirty (30) days after the giving of such notice of resignation, the resigning Trustee, Certificate Administrator or Tax Administrator, as the case may be, may petition any court of competent jurisdiction for the appointment of a successor trustee, certificate administrator or tax administrator, as the case may be. (b) If at any time the Trustee, the Certificate Administrator or the Tax Administrator shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor or a Master Servicer, or if at any time the Trustee, the Certificate Administrator or the Tax Administrator shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee, the Certificate Administrator or the Tax Administrator or of its property shall be appointed, or any public officer shall take charge or control of the Trustee, the Certificate Administrator or the Tax Administrator or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if the Trustee’s, Certificate Administrator’s or Tax Administrator’s continuing to act in such capacity would result in an Adverse Rating Event with respect to any Class of Rated Certificates rated by a Rating Agency for the Rated Certificates, as confirmed in writing to the Depositor by each applicable Rating Agency, then the Depositor may (and, if it fails to do so within ten (10) Business Days, the requesting Master Servicer shall as soon as practicable) remove the Trustee, the Certificate Administrator or the Tax Administrator, as the case may be, and appoint a successor trustee, certificate administrator or tax administrator, as the case may be, by written instrument, in duplicate, which instrument shall be delivered to the Trustee, the Certificate Administrator or the Tax Administrator, as the case may be, so removed and to the successor trustee, certificate administrator or tax administrator, as the case may be. A copy of such instrument shall be delivered to the other parties hereto and to the Certificateholders by the Depositor. (c) The Holders of Certificates entitled to more than 50% of the Voting Rights may at any time remove the Trustee, Certificate Administrator or Tax Administrator and appoint a successor trustee, certificate administrator or tax administrator, as the case may be, by written instrument or instruments signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Depositor, one complete set to the Trustee, Certificate Administrator or Tax Administrator, as the case may be, so removed, and one complete set to the successor so appointed. All expenses incurred by the Trustee or the Certificate Administrator in connection with the transfer of its duties (or the Mortgage Files, with respect to the Certificate Administrator) to a successor trustee or certificate administrator following the removal of the Trustee or the Certificate Administrator without cause pursuant to this Section 8.07(c), shall be reimbursed to the removed Trustee or Certificate Administrator, as applicable, within thirty (30) days of demand therefor, such reimbursement to be made by the Certificateholders that terminated the Trustee or Certificate Administrator. A copy of such instrument shall be delivered to the other parties hereto and to the remaining Certificateholders by the successor so appointed. (d) Any resignation or removal of the Trustee, the Certificate Administrator or the Tax Administrator and appointment of a successor trustee, certificate administrator or tax administrator, as the case may be, pursuant to any of the provisions of this Section 8.07 shall not become effective until (i) acceptance of appointment by the successor trustee, certificate administrator or tax administrator, as the case may be, as provided in Section 8.08 and (ii) if the successor trustee, certificate administrator or tax administrator, as the case may be, does not have debt ratings that satisfy the criteria set forth in Section 8.06, the appointment of such successor trustee, certificate administrator or tax administrator, as the case may be, is the subject of a Rating Agency Confirmation from each Rating Agency (and, if applicable, an analogous rating agency confirmation from each Pari Passu Companion Rating Agency). (e) Upon resignation, assignment, merger, consolidation, or transfer of the Trustee or its business to a successor, or upon the removal of the Trustee, the outgoing Trustee at its own expense (without right of reimbursement therefor) shall ensure that, prior to consummation of such transaction or as part of its transfer of duties to any successor, (i) the original executed Mortgage Note for each Mortgage Loan (to the extent that the original executed Mortgage Note for each Mortgage Loan was endorsed to the outgoing trustee) is endorsed (without recourse, representation or warranty, express or implied) to the order of the successor, as trustee for the Certificateholders (with the endorsement to recite as endorsee “[name of successor Trustee], as Trustee for the registered holders of WFRBS RBS Commercial Mortgage Trust 2014-C22Funding Inc., Commercial Mortgage Pass-Through Certificates, Series 20142013-C22C15”), 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 Mortgage Note has been lost, a lost note affidavit and indemnity with a copy of such Mortgage Note), and (ii) in the case of the other Mortgage Loan Documents, the same are assigned (and, other than in connection with the removal of the Trustee pursuant to Section 8.07(c), recorded as appropriate) to such successor (with the assignment to recite as assignee “[name of successor Trustee], as Trustee for the registered holders of WFRBS RBS Commercial Mortgage Trust 2014-C22Funding Inc., Commercial Mortgage Pass-Through Certificates, Series 20142013-C22C15”), or in blank, and such successor shall review the documents delivered to it or the Custodian with respect to each Mortgage Loan, and certify in writing that, as to each Mortgage Loan then subject to this Agreement, such endorsement and assignment has been made. The outgoing Trustee shall provide copies of the documentation provided for in items (i) and (ii) above to the applicable Master Servicer, in each case to the extent such copies are not already in the applicable Master Servicer’s possession. If the Trustee is removed pursuant to Section 8.07(c), the Mortgage Loan Documents identified in clause (ii) of the preceding sentence shall, if appropriate, be recorded by the successor trustee if so requested by the applicable Master Servicer or the applicable Special Servicer and at the expense of the Trust (i) during any Subordinate Control Period, with the consent of the Subordinate Class Representative, (ii) during any Collective Consultation Period, after consultation with the Subordinate Class Representative and the Trust Advisor and (iii) during any Senior Consultation Period, after consultation with the Trust Advisor. (f) Any successor Trustee or successor Certificate Administrator shall, in connection with its appointment as successor Trustee or successor Certificate Administrator, (i) deliver to the Depositor and the Other Depositor related to an Other Securitization that includes a Serviced Pari Passu Companion Loan, if applicable, the Form 8-K Disclosure Information required pursuant to Item 6.02 of the Form 8-K Current Report regarding itself in its role as successor Trustee or successor Certificate Administrator, as applicable, and (ii) enter into an indemnification agreement reasonably acceptable to the Depositor pursuant to which the successor Trustee or successor Certificate Administrator, as applicable, agrees to indemnify and hold harmless the Depositor, the Other Depositor, their respective directors and officers, and each other Person who controls any such entity within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all expenses, losses, claims, damages and other liabilities, including without limitation the costs of investigation, legal defense and any amounts paid in settlement of any claim or litigation arising out of (A) the failure of any such Form 8-K Disclosure Information, insofar as such information relates to or is applicable to such successor Trustee or successor Certificate Administrator (either in its individual capacity or its capacity as successor Trustee or successor Certificate Administrator under this Agreement), to satisfy the requirements of the applicable provisions of Regulation AB and (B) any untrue statement or alleged untrue statement of a material fact contained in such Form 8-K Disclosure Information regarding itself in its role as successor Trustee or successor Certificate Administrator, as applicable, or any omission or alleged omission to state in such Form 8-K Disclosure Information regarding itself in its role as successor Trustee or successor Certificate Administrator, as applicable, a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (g) The resigning Trustee, Certificate Administrator and Tax Administrator, as applicable, shall be required to pay all reasonable out-of-pocket costs and expenses of each party to this Agreement, the Trust and each Rating Agency in connection with the resignation of such party and the transfer of its duties (including, but not limited to, reasonable out-of-pocket costs and expenses associated with the engagement of a successor, transferring Mortgage Files (solely with respect to the Certificate Administrator) and related information, records and reports to the successor).

Resignation and Removal of the Trustee, the Certificate Administrator and the Tax Administrator. (a) The Trustee, the Certificate Administrator and the Tax Administrator each may at any time resign and be discharged from their respective obligations created hereunder by giving written notice thereof to the other such parties, the Depositor, each the Master Servicer, each Special ServicerServicers, the Rule 17g-5 Information Provider (who shall promptly post such notice to Special Servicers, the Rule 17g-5 Information Provider’s Website in accordance with Section 8.12(c)) Rating Agencies and all the Certificateholders. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor trustee, certificate administrator or tax administrator, as the case may be, meeting the eligibility requirements of Section 8.06 by written instrument, in duplicate, which instrument shall be delivered to the resigning Trustee, Certificate Administrator or Tax Administrator, as the case may be, and to the successor trustee, certificate administrator or tax administrator, as the case may be. A copy of such instrument shall be delivered to other parties hereto and to the Certificateholders by the Depositor. If no successor trustee, certificate administrator or tax administrator, as the case may be, shall have been so appointed and have accepted appointment within thirty (30) 30 days after the giving of such notice of resignation, the resigning Trustee, Certificate Administrator or Tax Administrator, as the case may be, may petition any court of competent jurisdiction for the appointment of a successor trustee, certificate administrator or tax administrator, as the case may be. (b) If at any time the Trustee, the Certificate Administrator or the Tax Administrator shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor or a Master Servicer, or if at any time the Trustee, the Certificate Administrator or the Tax Administrator shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee, the Certificate Administrator or the Tax Administrator or of its property shall be appointed, or any public officer shall take charge or control of the Trustee, the Certificate Administrator or the Tax Administrator or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if the Trustee’s's, Certificate Administrator’s 's or Tax Administrator’s 's continuing to act in such capacity would result in an Adverse Rating Event with respect to any Class of Rated Certificates rated by a Rating Agency for the Rated Certificates, as confirmed in writing to the Depositor by each applicable Rating Agency, then the Depositor may (and, if it fails to do so within ten (10) 10 Business Days, the requesting PAR or any successor thereto as Master Servicer shall as soon as practicable) remove the Trustee, the Certificate Administrator or the Tax Administrator, as the case may be, and appoint a successor trustee, certificate administrator or tax administrator, as the case may be, by written instrument, in duplicate, which instrument shall be delivered to the Trustee, the Certificate Administrator or the Tax Administrator, as the case may be, so removed and to the successor trustee, certificate administrator or tax administrator, as the case may be. A copy of such instrument shall be delivered to the other parties hereto and to the Certificateholders by the Depositor. (c) The Holders of Certificates entitled to more than 50% of the Voting Rights may at any time remove the Trustee, Certificate Administrator or Tax Administrator and appoint a successor trustee, certificate administrator or tax administrator, as the case may be, by written instrument or instruments signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Depositor, one complete set to the Trustee, Certificate Administrator or Tax Administrator, as the case may be, so removed, and one complete set to the successor so appointed. All expenses incurred by the Trustee or the Certificate Administrator in connection with the its transfer of its duties (or the Mortgage Files, with respect to the Certificate Administrator) Mortgages Files to a successor trustee or certificate administrator following the removal of the Trustee or the Certificate Administrator without cause pursuant to this Section 8.07(c), shall be reimbursed to the removed Trustee or Certificate Administrator, as applicable, within thirty (30) 30 days of demand therefor, such reimbursement to be made by the Certificateholders that terminated the Trustee or Certificate AdministratorTrustee. A copy of such instrument shall be delivered to the other parties hereto and to the remaining Certificateholders by the successor so appointed. (d) Any resignation or removal of the Trustee, the Certificate Administrator or the Tax Administrator and appointment of a successor trustee, certificate administrator or tax administrator, as the case may be, pursuant to any of the provisions of this Section 8.07 shall not become effective until (i) acceptance of appointment by the successor trustee, certificate administrator or tax administrator, as the case may be, as provided in Section 8.08 and (ii) if the successor trustee, certificate administrator or tax administrator, as the case may be, does not have a long-term unsecured debt ratings rating of at least and "A+" from S&P, "AA-" from Fitch and "AA (low)" from DBRS (or, if not rated by DBRS, an equivalent rating (such as those listed above for S&P and Fitch) by at least two nationally recognized statistical rating organizations) and a short-term unsecured debt rating from each Rating Agency of at least and "A-1" in the case of S&P, "F-1" in the case of Fitch and "R-1" in the case of DBRS (or, if not rated by DBRS, an equivalent rating (such as those listed above for S&P and Fitch) by at least two nationally recognized statistical rating organizations), the Trustee and the Depositor have received written confirmation from each Rating Agency for the Rated Certificates that satisfy has not so assigned such a rating, to the criteria set forth in Section 8.06, effect that the appointment of such successor trustee, certificate administrator or tax administrator, as the case may be, is the subject shall not result in an Adverse Rating Event with respect to any Class of a Rated Certificates rated by such Rating Agency Confirmation from each Rating Agency and (and, if applicable, an analogous rating agency confirmation from each a Serviced Mortgage Loan Group is then serviced and administered under this Agreement and includes one or more Serviced Non-Pooled Pari Passu Companion Loans for which any Non-Pooled Pari Passu Companion Loan Securities are then outstanding) also will not result in an Adverse Rating Agency). (e) Upon resignation, assignment, merger, consolidation, or transfer of the Trustee or its business to a successor, or upon the removal of the Trustee, the outgoing Trustee at its own expense (without right of reimbursement therefor) shall ensure that, prior to consummation of such transaction or as part of its transfer of duties to any successor, (i) the original executed Mortgage Note for each Mortgage Loan (to the extent that the original executed Mortgage Note for each Mortgage Loan was endorsed to the outgoing trustee) is endorsed (without recourse, representation or warranty, express or implied) to the order of the successor, as trustee for the Certificateholders (with the endorsement to recite as endorsee “[name of successor Trustee], as Trustee for the registered holders of WFRBS Commercial Mortgage Trust 2014-C22, Commercial Mortgage Pass-Through Certificates, Series 2014-C22”), 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 Mortgage Note has been lost, a lost note affidavit and indemnity with a copy of such Mortgage Note), and (ii) in the case of the other Mortgage Loan Documents, the same are assigned (and, other than in connection with the removal of the Trustee pursuant to Section 8.07(c), recorded as appropriate) to such successor (with the assignment to recite as assignee “[name of successor Trustee], as Trustee for the registered holders of WFRBS Commercial Mortgage Trust 2014-C22, Commercial Mortgage Pass-Through Certificates, Series 2014-C22”), or in blank, and such successor shall review the documents delivered to it or the Custodian Event with respect to each Mortgage Loan, and certify in writing that, as to each Mortgage Loan then subject to this Agreement, such endorsement and assignment has been made. The outgoing Trustee shall provide copies any class of the documentation provided for in items (i) and (ii) above to the applicable Master Servicer, in each case to the extent such copies are not already in the applicable Master Servicer’s possession. If the Trustee is removed pursuant to Section 8.07(c), the Mortgage Loan Documents identified in clause (ii) of the preceding sentence shall, if appropriate, be recorded by the successor trustee if so requested by the applicable Master Servicer or the applicable Special Servicer and at the expense of the Trust (i) during any Subordinate Control Period, with the consent of the Subordinate Class Representative, (ii) during any Collective Consultation Period, after consultation with the Subordinate Class Representative and the Trust Advisor and (iii) during any Senior Consultation Period, after consultation with the Trust Advisor. (f) Any successor Trustee or successor Certificate Administrator shall, in connection with its appointment as successor Trustee or successor Certificate Administrator, (i) deliver to the Depositor and the Other Depositor related to an Other Securitization that includes a Serviced Non-Pooled Pari Passu Companion Loan, if applicable, the Form 8-K Disclosure Information required pursuant to Item 6.02 of the Form 8-K Current Report regarding itself in its role as successor Trustee or successor Certificate Administrator, as applicable, and (ii) enter into an indemnification agreement reasonably acceptable to the Depositor pursuant to which the successor Trustee or successor Certificate Administrator, as applicable, agrees to indemnify and hold harmless the Depositor, the Other Depositor, their respective directors and officers, and each other Person who controls any such entity within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all expenses, losses, claims, damages and other liabilities, including without limitation the costs of investigation, legal defense and any amounts paid in settlement of any claim or litigation arising out of (A) the failure of any such Form 8-K Disclosure Information, insofar as such information relates to or is applicable to such successor Trustee or successor Certificate Administrator (either in its individual capacity or its capacity as successor Trustee or successor Certificate Administrator under this Agreement), to satisfy the requirements of the applicable provisions of Regulation AB and (B) any untrue statement or alleged untrue statement of a material fact contained in such Form 8-K Disclosure Information regarding itself in its role as successor Trustee or successor Certificate Administrator, as applicable, or any omission or alleged omission to state in such Form 8-K Disclosure Information regarding itself in its role as successor Trustee or successor Certificate Administrator, as applicable, a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleadingLoan Securities. (g) The resigning Trustee, Certificate Administrator and Tax Administrator, as applicable, shall be required to pay all reasonable out-of-pocket costs and expenses of each party to this Agreement, the Trust and each Rating Agency in connection with the resignation of such party and the transfer of its duties (including, but not limited to, reasonable out-of-pocket costs and expenses associated with the engagement of a successor, transferring Mortgage Files (solely with respect to the Certificate Administrator) and related information, records and reports to the successor).

Resignation and Removal of the Trustee, the Certificate Administrator and the Tax Administrator. (a) The Trustee, the Certificate Administrator and the Tax Administrator each may at any time resign and be discharged from their respective obligations created hereunder by giving written notice thereof to the other such parties, the Depositor, each Master Servicer, each Special Servicer, the Rule 17g-5 Information Provider (who shall promptly post such notice to the Rule 17g-5 Information Provider’s Website in accordance with Section 8.12(c8.12(b)) and all the Certificateholders. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor trustee, certificate administrator or tax administrator, as the case may be, meeting the eligibility requirements of Section 8.06 by written instrument, in duplicate, which instrument shall be delivered to the resigning Trustee, Certificate Administrator or Tax Administrator, as the case may be, and to the successor trustee, certificate administrator or tax administrator, as the case may be. A copy of such instrument shall be delivered to other parties hereto and to the Certificateholders by the Depositor. If no successor trustee, certificate administrator or tax administrator, as the case may be, shall have been so appointed and have accepted appointment within thirty (30) days after the giving of such notice of resignation, the resigning Trustee, Certificate Administrator or Tax Administrator, as the case may be, may petition any court of competent jurisdiction for the appointment of a successor trustee, certificate administrator or tax administrator, as the case may be. (b) If at any time the Trustee, the Certificate Administrator or the Tax Administrator shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor or a the Master Servicer, or if at any time the Trustee, the Certificate Administrator or the Tax Administrator shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee, the Certificate Administrator or the Tax Administrator or of its property shall be appointed, or any public officer shall take charge or control of the Trustee, the Certificate Administrator or the Tax Administrator or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if the Trustee’s, Certificate Administrator’s or Tax Administrator’s continuing to act in such capacity would result in an Adverse Rating Event with respect to any Class of Rated Certificates rated by a Rating Agency for the Rated Certificates, as confirmed in writing to the Depositor by each applicable Rating Agency, then the Depositor may (and, if it fails to do so within ten (10) Business Days, the requesting Master Servicer shall as soon as practicable) remove the Trustee, the Certificate Administrator or the Tax Administrator, as the case may be, and appoint a successor trustee, certificate administrator or tax administrator, as the case may be, by written instrument, in duplicate, which instrument shall be delivered to the Trustee, the Certificate Administrator or the Tax Administrator, as the case may be, so removed and to the successor trustee, certificate administrator or tax administrator, as the case may be. A copy of such instrument shall be delivered to the other parties hereto and to the Certificateholders by the Depositor. (c) The Holders of Certificates entitled to more than 50% of the Voting Rights may at any time remove the Trustee, Certificate Administrator or Tax Administrator and appoint a successor trustee, certificate administrator or tax administrator, as the case may be, by written instrument or instruments signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Depositor, one complete set to the Trustee, Certificate Administrator or Tax Administrator, as the case may be, so removed, and one complete set to the successor so appointed. All expenses incurred by the Trustee or the Certificate Administrator in connection with the transfer of its duties (or the Mortgage Files, with respect to the Certificate Administrator) to a successor trustee or certificate administrator following the removal of the Trustee or the Certificate Administrator without cause pursuant to this Section 8.07(c), shall be reimbursed to the removed Trustee or Certificate Administrator, as applicable, within thirty (30) days of demand therefor, such reimbursement to be made by the Certificateholders that terminated the Trustee or Certificate Administrator. A copy of such instrument shall be delivered to the other parties hereto and to the remaining Certificateholders by the successor so appointed. (d) Any resignation or removal of the Trustee, the Certificate Administrator or the Tax Administrator and appointment of a successor trustee, certificate administrator or tax administrator, as the case may be, pursuant to any of the provisions of this Section 8.07 shall not become effective until (i) acceptance of appointment by the successor trustee, certificate administrator or tax administrator, as the case may be, as provided in Section 8.08 and (ii) if the successor trustee, certificate administrator or tax administrator, as the case may be, does not have debt ratings that satisfy the criteria set forth in Section 8.06, the appointment of such successor trustee, certificate administrator or tax administrator, as the case may be, is the subject of a Rating Agency Confirmation from each Rating Agency (and, if applicable, an analogous rating agency confirmation from each Pari Passu Companion Rating Agency). (e) Upon resignation, assignment, merger, consolidation, or transfer of the Trustee or its business to a successor, or upon the removal of the Trustee, the outgoing Trustee at its own expense (without right of reimbursement therefor) shall ensure that, prior to consummation of such transaction or as part of its transfer of duties to any successor, (i) the original executed Mortgage Note for each Mortgage Loan (to the extent that the original executed Mortgage Note for each Mortgage Loan was endorsed to the outgoing trustee) is endorsed (without recourse, representation or warranty, express or implied) to the order of the successor, as trustee for the Certificateholders (with the endorsement to recite as endorsee “[name of successor Trustee], as Trustee for the registered holders of WFRBS RBS Commercial Mortgage Trust 2014-C22Funding Inc., Commercial Mortgage Pass-Through Certificates, Series 2014-C2220[__]-[____]”), 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 Mortgage Note has been lost, a lost note affidavit and indemnity with a copy of such Mortgage Note), and (ii) in the case of the other Mortgage Loan Documents, the same are assigned (and, other than in connection with the removal of the Trustee pursuant to Section 8.07(c), recorded as appropriate) to such successor (with the assignment to recite as assignee “[name of successor Trustee], as Trustee for the registered holders of WFRBS RBS Commercial Mortgage Trust 2014-C22Funding Inc., Commercial Mortgage Pass-Through Certificates, Series 2014-C2220[__]-[____]”), or in blank, and such successor shall review the documents delivered to it or the Custodian with respect to each Mortgage Loan, and certify in writing that, as to each Mortgage Loan then subject to this Agreement, such endorsement and assignment has been made. The outgoing Trustee shall provide copies of the documentation provided for in items (i) and (ii) above to the applicable Master Servicer, in each case to the extent such copies are not already in the applicable Master Servicer’s possession. If the Trustee is removed pursuant to Section 8.07(c), the Mortgage Loan Documents identified in clause (ii) of the preceding sentence shall, if appropriate, be recorded by the successor trustee if so requested by the applicable Master Servicer or the applicable Special Servicer and at the expense of the Trust (i) during any Subordinate Control Period, with the consent of the Subordinate Class Representative, (ii) during any Collective Consultation Period, after consultation with the Subordinate Class Representative and the Trust Advisor and (iii) during any Senior Consultation Period, after consultation with the Trust Advisor. (f) Any successor Trustee or successor Certificate Administrator shall, in connection with its appointment as successor Trustee or successor Certificate Administrator, (i) deliver to the Depositor and the Other Depositor related to an Other Securitization that includes a Serviced Pari Passu Companion Loan, if applicable, the Form 8-K Disclosure Information required pursuant to Item 6.02 of the Form 8-K Current Report regarding itself in its role as successor Trustee or successor Certificate Administrator, as applicable, and (ii) enter into an indemnification agreement reasonably acceptable to the Depositor pursuant to which the successor Trustee or successor Certificate Administrator, as applicable, agrees to indemnify and hold harmless the Depositor, the Other Depositor, their respective directors and officers, and each other Person who controls any such entity within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all expenses, losses, claims, damages and other liabilities, including without limitation the costs of investigation, legal defense and any amounts paid in settlement of any claim or litigation arising out of (A) the failure of any such Form 8-K Disclosure Information, insofar as such information relates to or is applicable to such successor Trustee or successor Certificate Administrator (either in its individual capacity or its capacity as successor Trustee or successor Certificate Administrator under this Agreement), to satisfy the requirements of the applicable provisions of Regulation AB and (B) any untrue statement or alleged untrue statement of a material fact contained in such Form 8-K Disclosure Information regarding itself in its role as successor Trustee or successor Certificate Administrator, as applicable, or any omission or alleged omission to state in such Form 8-K Disclosure Information regarding itself in its role as successor Trustee or successor Certificate Administrator, as applicable, a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (g) The resigning Trustee, Certificate Administrator and Tax Administrator, as applicable, shall be required to pay all reasonable out-of-pocket costs and expenses of each party to this Agreement, the Trust and each Rating Agency in connection with the resignation of such party and the transfer of its duties (including, but not limited to, reasonable out-of-pocket costs and expenses associated with the engagement of a successor, transferring Mortgage Files (solely with respect to the Certificate Administrator) and related information, records and reports to the successor).

Resignation and Removal of the Trustee, the Certificate Administrator and the Tax Administrator. (a) The Trustee, the Certificate Administrator and the Tax Administrator each may at any time resign and be discharged from their respective obligations created hereunder by giving written notice thereof to the other such parties, the Depositor, each the Master Servicer, each the Special Servicer, the Rule 17g-5 Information Provider (who shall promptly post such notice to the Rule 17g-5 Information Provider’s Website in accordance with Section 8.12(c8.12(b)) and all the Certificateholders. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor trustee, certificate administrator or tax administrator, as the case may be, meeting the eligibility requirements of Section 8.06 by written instrument, in duplicate, which instrument shall be delivered to the resigning Trustee, Certificate Administrator or Tax Administrator, as the case may be, and to the successor trustee, certificate administrator or tax administrator, as the case may be. A copy of such instrument shall be delivered to other parties hereto and to the Certificateholders by the Depositor. If no successor trustee, certificate administrator or tax administrator, as the case may be, shall have been so appointed and have accepted appointment within thirty (30) days after the giving of such notice of resignation, the resigning Trustee, Certificate Administrator or Tax Administrator, as the case may be, may petition any court of competent jurisdiction for the appointment of a successor trustee, certificate administrator or tax administrator, as the case may be. (b) If at any time the Trustee, the Certificate Administrator or the Tax Administrator shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor or a the Master Servicer, or if at any time the Trustee, the Certificate Administrator or the Tax Administrator shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee, the Certificate Administrator or the Tax Administrator or of its property shall be appointed, or any public officer shall take charge or control of the Trustee, the Certificate Administrator or the Tax Administrator or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if the Trustee’s, Certificate Administrator’s or Tax Administrator’s continuing to act in such capacity would result in an Adverse Rating Event with respect to any Class of Rated Certificates rated by a Rating Agency for the Rated Certificates, as confirmed in writing to the Depositor by each applicable Rating Agency, then the Depositor may (and, if it fails to do so within ten (10) Business Days, the requesting Master Servicer shall as soon as practicable) remove the Trustee, the Certificate Administrator or the Tax Administrator, as the case may be, and appoint a successor trustee, certificate administrator or tax administrator, as the case may be, by written instrument, in duplicate, which instrument shall be delivered to the Trustee, the Certificate Administrator or the Tax Administrator, as the case may be, so removed and to the successor trustee, certificate administrator or tax administrator, as the case may be. A copy of such instrument shall be delivered to the other parties hereto and to the Certificateholders by the Depositor. (c) The Holders of Certificates entitled to more than 50% of the Voting Rights may at any time remove the Trustee, Certificate Administrator or Tax Administrator and appoint a successor trustee, certificate administrator or tax administrator, as the case may be, by written instrument or instruments signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Depositor, one complete set to the Trustee, Certificate Administrator or Tax Administrator, as the case may be, so removed, and one complete set to the successor so appointed. All expenses incurred by the Trustee or the Certificate Administrator in connection with the transfer of its duties (or the Mortgage Files, with respect to the Certificate Administrator) to a successor trustee or certificate administrator following the removal of the Trustee or the Certificate Administrator without cause pursuant to this Section 8.07(c), shall be reimbursed to the removed Trustee or Certificate Administrator, as applicable, within thirty (30) days of demand therefor, such reimbursement to be made by the Certificateholders that terminated the Trustee or Certificate Administrator. A copy of such instrument shall be delivered to the other parties hereto and to the remaining Certificateholders by the successor so appointed. (d) Any resignation or removal of the Trustee, the Certificate Administrator or the Tax Administrator and appointment of a successor trustee, certificate administrator or tax administrator, as the case may be, pursuant to any of the provisions of this Section 8.07 shall not become effective until (i) acceptance of appointment by the successor trustee, certificate administrator or tax administrator, as the case may be, as provided in Section 8.08 and (ii) if the successor trustee, certificate administrator or tax administrator, as the case may be, does not have debt ratings that satisfy the criteria set forth in Section 8.06, the appointment of such successor trustee, certificate administrator or tax administrator, as the case may be, is the subject of a Rating Agency Confirmation from each Rating Agency (and, if applicable, an analogous rating agency confirmation from each Pari Passu Companion Rating Agency). (e) Upon resignation, assignment, merger, consolidation, or transfer of the Trustee or its business to a successor, or upon the removal of the Trustee, the outgoing Trustee at its own expense (without right of reimbursement therefor) shall ensure that, prior to consummation of such transaction or as part of its transfer of duties to any successor, (i) the original executed Mortgage Note for each Mortgage Loan (to the extent that the original executed Mortgage Note for each Mortgage Loan was endorsed to the outgoing trustee) is endorsed (without recourse, representation or warranty, express or implied) to the order of the successor, as trustee for the Certificateholders (with the endorsement to recite as endorsee “[name of successor Trustee], as Trustee for the registered holders of WFRBS Commercial Mortgage Trust 2014-C22, Commercial Mortgage Pass-Through Certificates, Series 2014-C22”), 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 Mortgage Note has been lost, a lost note affidavit and indemnity with a copy of such Mortgage Note), and (ii) in the case of the other Mortgage Loan Documents, the same are assigned (and, other than in connection with the removal of the Trustee pursuant to Section 8.07(c), recorded as appropriate) to such successor (with the assignment to recite as assignee “[name of successor Trustee], as Trustee for the registered holders of WFRBS Commercial Mortgage Trust 2014-C22, Commercial Mortgage Pass-Through Certificates, Series 2014-C22”), or in blank, and such successor shall review the documents delivered to it or the Custodian with respect to each Mortgage Loan, and certify in writing that, as to each Mortgage Loan then subject to this Agreement, such endorsement and assignment has been made. The outgoing Trustee shall provide copies of the documentation provided for in items (i) and (ii) above to the applicable Master Servicer, in each case to the extent such copies are not already in the applicable Master Servicer’s possession. If the Trustee is removed pursuant to Section 8.07(c), the Mortgage Loan Documents identified in clause (ii) of the preceding sentence shall, if appropriate, be recorded by the successor trustee if so requested by the applicable Master Servicer or the applicable Special Servicer and at the expense of the Trust (i) during any Subordinate Control Period, with the consent of the Subordinate Class Representative, (ii) during any Collective Consultation Period, after consultation with the Subordinate Class Representative and the Trust Advisor and (iii) during any Senior Consultation Period, after consultation with the Trust Advisor. (f) Any successor Trustee or successor Certificate Administrator shall, in connection with its appointment as successor Trustee or successor Certificate Administrator, (i) deliver to the Depositor and the Other Depositor related to an Other Securitization that includes a Serviced Pari Passu Companion Loan, if applicable, the Form 8-K Disclosure Information required pursuant to Item 6.02 of the Form 8-K Current Report regarding itself in its role as successor Trustee or successor Certificate Administrator, as applicable, and (ii) enter into an indemnification agreement reasonably acceptable to the Depositor pursuant to which the successor Trustee or successor Certificate Administrator, as applicable, agrees to indemnify and hold harmless the Depositor, the Other Depositor, their respective directors and officers, and each other Person who controls any such entity within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all expenses, losses, claims, damages and other liabilities, including without limitation the costs of investigation, legal defense and any amounts paid in settlement of any claim or litigation arising out of (A) the failure of any such Form 8-K Disclosure Information, insofar as such information relates to or is applicable to such successor Trustee or successor Certificate Administrator (either in its individual capacity or its capacity as successor Trustee or successor Certificate Administrator under this Agreement), to satisfy the requirements of the applicable provisions of Regulation AB and (B) any untrue statement or alleged untrue statement of a material fact contained in such Form 8-K Disclosure Information regarding itself in its role as successor Trustee or successor Certificate Administrator, as applicable, or any omission or alleged omission to state in such Form 8-K Disclosure Information regarding itself in its role as successor Trustee or successor Certificate Administrator, as applicable, a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (g) The resigning Trustee, Certificate Administrator and Tax Administrator, as applicable, shall be required to pay all reasonable out-of-pocket costs and expenses of each party to this Agreement, the Trust and each Rating Agency in connection with the resignation of such party and the transfer of its duties (including, but not limited to, reasonable out-of-pocket costs and expenses associated with the engagement of a successor, transferring Mortgage Files (solely with respect to the Certificate Administrator) and related information, records and reports to the successor).