Exhibit 4.1
MERRILL LYNCH MORTGAGE INVESTORS, INC.
Depositor
and
[NAME OF MASTER SERVICER]
Master Servicer
and
[NAME OF SPECIAL SERVICER]
Special Servicer
and
[NAME OF TRUSTEE]
Trustee
and
[NAME OF FISCAL AGENT]
Fiscal Agent
POOLING AND SERVICING AGREEMENT
Dated as of __________ __, _______
-------------------------
$____________ (approximate)
Commercial Mortgage Pass-Through Certificates
Series 200_-__
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
ARTICLE I
DEFINITIONS
<S>
<C>
<C>
SECTION 1.01.
Defined
Terms..................................................................................6
SECTION 1.02.
Certain Adjustments to the Principal Distributions on the
Certificates........................80
ARTICLE II
CONVEYANCE OF TRUST MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES;
ORIGINAL ISSUANCE OF CERTIFICATES
SECTION 2.01.
Conveyance of Trust Mortgage
Loans............................................................83
SECTION 2.02.
Acceptance of the Trust Fund by
Trustee.......................................................86
SECTION 2.03.
Mortgage Loan Seller's Repurchase or Substitution of Trust Mortgage
Loans for
Document Defects and Breaches of Representations and
Warranties.............................87
SECTION 2.04.
Representations and Warranties of
Depositor...................................................91
SECTION 2.05.
Acceptance of REMIC I by
Trustee..............................................................93
SECTION 2.06.
Execution, Authentication and Delivery of Class R-I
Certificates..............................93
SECTION 2.07.
Conveyance of REMIC I Regular Interests; Acceptance of REMIC II by
Trustee....................93
SECTION 2.08.
Execution, Authentication and Delivery of REMIC II
Certificates...............................93
SECTION 2.09.
Execution, Authentication and Delivery of Class Z
Certificates................................93
ARTICLE III
ADMINISTRATION AND SERVICING OF THE TRUST FUND
SECTION 3.01.
Administration of the Mortgage
Loans..........................................................94
SECTION 3.02.
Collection of Mortgage Loan
Payments..........................................................96
SECTION 3.03.
Collection of Taxes, Assessments and Similar Items; Servicing
Accounts;
Reserve
Accounts............................................................................99
SECTION 3.04.
Collection Account, Interest Reserve Account, Additional Interest
Account,
Distribution Account, Gain-on-Sale Reserve Account and Loan
Combination
Custodial
Accounts.........................................................................105
SECTION 3.05.
Permitted Withdrawals From the Collection Account, the Interest
Reserve
Account, the Additional Interest Account, the Distribution Account
and the
Loan Combination Custodial
Accounts........................................................112
SECTION 3.06.
Investment of Funds in the Servicing Accounts, the Reserve
Accounts, the
Collection Account, the Distribution Account, the Loan
Combination
Custodial Accounts, the Additional Interest Account, the
Gain-on-Sale
Reserve Account and the REO
Accounts.......................................................122
SECTION 3.07.
Maintenance of Insurance Policies; Errors and Omissions and
Fidelity Coverage................124
<PAGE>
SECTION 3.08.
Enforcement of Alienation
Clauses............................................................128
SECTION 3.09.
Realization Upon Defaulted Mortgage Loans; Required
Appraisals...............................131
SECTION 3.10.
Trustee and Custodian to Cooperate; Release of Mortgage
Files................................135
SECTION 3.11.
Servicing
Compensation.......................................................................137
SECTION 3.12.
Property Inspections; Collection of Financial Statements; Delivery
of Certain
Reports....................................................................................143
SECTION 3.13.
Annual Statement as to
Compliance............................................................147
SECTION 3.14.
Reports by Independent Public
Accountants....................................................148
SECTION 3.15.
Access to Certain
Information................................................................148
SECTION 3.16.
Title to REO Property; REO
Accounts..........................................................152
SECTION 3.17.
Management of REO
Property...................................................................154
SECTION 3.18.
Resolution of Defaulted Mortgage Loans and REO
Properties....................................157
SECTION 3.19.
Additional Obligations of Master
Servicer....................................................164
SECTION 3.20.
Modifications, Waivers, Amendments and
Consents..............................................165
SECTION 3.21.
Transfer of Servicing Between Master Servicer and Special Servicer;
Record
Keeping....................................................................................171
SECTION 3.22.
Sub-Servicing
Agreements.....................................................................174
SECTION 3.23.
Representations and Warranties of Master Servicer and Special
Servicer.......................177
SECTION 3.24.
Sub-Servicing Agreement Representation and
Warranty..........................................179
SECTION 3.25.
Designation of Controlling Class
Representative..............................................179
SECTION 3.26.
Application of Default
Charges...............................................................181
SECTION 3.27.
Controlling Class Representative Contact with
Servicer.......................................182
SECTION 3.28.
Certain Matters Regarding the Loan
Combinations..............................................184
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
SECTION 4.01.
Distributions................................................................................186
SECTION 4.02.
Statements to
Certificateholders.............................................................197
SECTION 4.03.
P&I Advances; Reimbursement of P&I Advances and Servicing
Advances...........................201
SECTION 4.04.
Allocation of Realized Losses and Additional Trust Fund
Expenses.............................206
SECTION 4.05.
Calculations.................................................................................208
SECTION 4.06.
Use of
Agents................................................................................208
ARTICLE V
THE CERTIFICATES
SECTION 5.01.
The
Certificates.............................................................................209
SECTION 5.02.
Registration of Transfer and Exchange of
Certificates........................................209
SECTION 5.03.
Book-Entry
Certificates......................................................................216
SECTION 5.04.
Mutilated, Destroyed, Lost or Stolen
Certificates............................................217
SECTION 5.05.
Persons Deemed
Owners........................................................................218
<PAGE>
ARTICLE VI
THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER AND THE
CONTROLLING CLASS REPRESENTATIVE
SECTION 6.01.
Liability of Depositor, Master Servicer and Special
Servicer.................................219
SECTION 6.02.
Merger, Consolidation or Conversion of Depositor or Master Servicer
or Special
Servicer...................................................................................219
SECTION 6.03.
Limitation
on Liability of the Depositor, the Master Servicer, the Special
Servicer and
Others........................................................................219
SECTION 6.04.
Resignation of Master Servicer and the Special
Servicer......................................222
SECTION 6.05.
Rights of Depositor and Trustee in Respect of Master Servicer and
the Special
Servicer...................................................................................223
SECTION 6.06.
Depositor, Master Servicer and Special Servicer to Cooperate with
Trustee....................224
SECTION 6.07.
Depositor, Special Servicer and Trustee to Cooperate with Master
Servicer....................224
SECTION 6.08.
Depositor, Master Servicer and Trustee to Cooperate with Special
Servicer....................224
SECTION 6.09.
Designation of Special Servicer by the Controlling Class;
Termination of
Special Servicer With Respect to [Blackacre] Trust Mortgage
Loan...........................224
SECTION 6.10.
Master Servicer or Special Servicer as Owner of a
Certificate................................227
SECTION 6.11.
The Controlling Class
Representative.........................................................227
SECTION 6.12.
Certain Matters with Respect to the [Blackacre] Loan
Combination.............................230
ARTICLE VII
DEFAULT
SECTION 7.01.
Events of
Default............................................................................234
SECTION 7.02.
Trustee to Act; Appointment of
Successor.....................................................238
SECTION 7.03.
Notification to
Certificateholders...........................................................240
SECTION 7.04.
Waiver of Events of
Default..................................................................240
SECTION 7.05.
Additional Remedies of Trustee Upon Event of
Default.........................................240
ARTICLE VIII
CONCERNING THE TRUSTEE AND THE FISCAL AGENT
SECTION 8.01.
Duties of
Trustee............................................................................241
SECTION 8.02.
Certain Matters Affecting
Trustee............................................................242
SECTION 8.03.
Trustee and Fiscal Agent Not Liable for Validity or Sufficiency
of
Certificates or Mortgage
Loans.............................................................243
SECTION 8.04.
Trustee and Fiscal Agent May Own
Certificates................................................244
SECTION 8.05.
Fees and Expenses of Trustee; Indemnification of
Trustee.....................................244
SECTION 8.06.
Eligibility Requirements for
Trustee.........................................................245
SECTION 8.07.
Resignation and Removal of
Trustee...........................................................245
SECTION 8.08.
Successor
Trustee............................................................................246
SECTION 8.09.
Merger or Consolidation of
Trustee...........................................................247
<PAGE>
SECTION 8.10.
Appointment of Co-Trustee or Separate
Trustee................................................247
SECTION 8.11.
Appointment of
Custodians....................................................................248
SECTION 8.12.
Appointment of Authenticating
Agents.........................................................249
SECTION 8.13.
Access to Certain
Information................................................................250
SECTION 8.14.
Appointment of REMIC
Administrators..........................................................250
SECTION 8.15.
Representations, Warranties and Covenants of
Trustee.........................................251
SECTION 8.16.
Reports to the
Commission....................................................................252
SECTION 8.17.
Maintenance of Mortgage
File.................................................................257
SECTION 8.18.
The Fiscal
Agent.............................................................................257
SECTION 8.19.
Representations and Warranties of Fiscal
Agent...............................................258
ARTICLE IX
TERMINATION
SECTION 9.01.
Termination Upon Repurchase or Liquidation of All Trust Mortgage
Loans.......................260
SECTION 9.02.
Additional Termination
Requirements..........................................................263
SECTION 9.03.
Non-Serviced Trust Mortgage
Loans............................................................264
ARTICLE X
ADDITIONAL TAX PROVISIONS
SECTION 10.01.
REMIC
Administration.........................................................................265
SECTION 10.02.
Grantor Trust
Administration.................................................................268
ARTICLE XI
MISCELLANEOUS PROVISIONS
SECTION 11.01.
Amendment....................................................................................271
SECTION 11.02.
Recordation of Agreement;
Counterparts.......................................................273
SECTION 11.03.
Limitation on Rights of
Certificateholders...................................................273
SECTION 11.04.
Governing
Law................................................................................274
SECTION 11.05.
Notices......................................................................................274
SECTION 11.06.
Severability of
Provisions...................................................................276
SECTION 11.07.
Grant of a Security
Interest.................................................................276
SECTION 11.08.
Streit
Act...................................................................................276
SECTION 11.09.
Successors and Assigns;
Beneficiaries........................................................276
SECTION 11.10.
Article and Section
Headings.................................................................277
SECTION 11.11.
Notices to Rating
Agencies...................................................................277
SECTION 11.12.
Complete
Agreement...........................................................................278
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBITS
Exhibit No. Exhibit
Description
-----------
-------------------
<S>
<C>
A-1
Form of Class A-1, A-2, A-3A, A-3B, A-SB and A-4 Certificates
A-2
Form of Class XP Certificate
A-3
Form of Class XC Certificate
A-4
Form of Class AM, AJ, B, C and D Certificates
A-5
Form of Class E, F, G and H Certificates
A-6
Form of Class J, K, L, M, N, P and Q Certificates
A-7
Form of Class R-I and R-II Certificates
A-8
Form of Class Z Certificate
B
Mortgage Loan Schedule
C
Form of Custodial Certification
D-1
Form of Master Servicer Request for Release
D-2
Form of Special Servicer Request for Release
E-1
Form of Transferor Certificate for Transfers of Definitive
Non-Registered Certificates
(Pursuant to Section 5.02(c))
E-2A
Form I of Transferee Certificate for Transfers of Definitive
Non-Registered Certificates
(Pursuant to Section 5.02(c))
E-2B
Form II of Transferee Certificate for Transfers of Definitive
Non-Registered Certificates
(Pursuant to Section 5.02(c))
E-2C
Form of Transferee Certificate for Transfers of Interests in Rule
144A Global Certificates
(Pursuant to Section 5.02(c))
F-1
Form I of Transferee Certificate Regarding ERISA Matters
(Definitive Non-Registered Certificates) (Pursuant to Section
5.02(c))
F-2
Form II of Transferee Certificate Regarding ERISA Matters
(Book-Entry Non-Registered Certificates) (Pursuant to Section
5.02(c))
G-1
Form of Transfer Affidavit and Agreement Regarding Residual
Certificates
(Pursuant to Section 5.02(d)(i)(4))
G-2
Form of Transferor Certificate for Transfers of Residual
Certificates
(Pursuant to Section 5.02(d)(i)(4))
H-1
Form of Notice and Acknowledgment (Regarding Proposed Special
Servicer)
H-2
Form of Acknowledgment of Proposed Special Servicer
I-1
Form of Information Request from Certificateholder or Certificate
Owner
I-2
Form of Information Request from Prospective Investor
J
List of Mortgage Loans with Secured Creditor Impaired Property
Environmental Insurance Policies
K
[Form of S&P Defeasance Certification]
L
Class XP Reference Rate Schedule
M-1
Form of Purchase Option Notice
M-2
Form of Purchase Option Assignment by the Special Servicer
M-3
Form of Purchase Option Assignment by Plurality Subordinate
Certificateholder
N
Form of Distribution Date Statement
O
Form of Sarbanes-Oxley Certification by the Depositor
P-1
Form of Certification to be Provided by the Master Servicer to the
Depositor
P-2
Form of Certification to be Provided by the Trustee to the
Depositor
P-3
Form of Certification to be Provided by the Special Servicer to the
Depositor
Q
[RESERVED]
R
List of Sub-Servicing Agreements In Effect on the Closing Date
S
Class A-SB Planned Principal Balance
T
List of Serviced Mortgage Loans Requiring Operations and
Maintenance Plans
<PAGE>
Exhibit No. Exhibit
Description
-----------
-------------------
U
Form of [Other Series] Master Servicer Notice
</TABLE>
<PAGE>
POOLING AND SERVICING AGREEMENT
This Pooling and
Servicing Agreement is dated and effective as of
__________ __, _______, among MERRILL LYNCH
MORTGAGE INVESTORS, INC., as
Depositor, [NAME OF MASTER SERVICER], as
Master Servicer, [NAME OF SPECIAL
SERVICER]., as Special Servicer, [NAME OF
TRUSTEE], as Trustee, and [NAME OF
FISCAL AGENT], as Fiscal Agent.
PRELIMINARY STATEMENT:
The Depositor
intends to sell mortgage pass-through certificates, to be
issued hereunder in multiple classes, which
in the aggregate will evidence the
entire beneficial ownership interest in a
trust fund to be created hereunder,
the primary assets of which will be the
Trust Mortgage Loans.
As provided
herein, the Trustee will elect to treat the segregated pool
of assets consisting of all of the Trust
Mortgage Loans (exclusive of the
Excess Servicing Strip and that portion of
the interest payments on the Trust
Mortgage Loans that constitutes Additional
Interest) and certain other related
assets subject to this Agreement as a REMIC
for federal income tax purposes,
and such segregated pool of assets will be
designated as "REMIC I". The Class
R-I Certificates will evidence the sole
class of "residual interests" in REMIC
I for purposes of the REMIC Provisions
under federal income tax law. For
federal income tax purposes, each REMIC I
Regular Interest will be designated
as a separate "regular interest" in REMIC I
for purposes of the REMIC
Provisions under federal income tax law.
None of the REMIC I Regular Interests
will be certificated.
As provided
herein, the Trustee will elect to treat the segregated pool
of assets consisting of all of the REMIC I
Regular Interests as a REMIC for
federal income tax purposes, and such
segregated pool of assets will be
designated as "REMIC II". The Class R-II
Certificates will evidence the sole
class of "residual interests" in REMIC II
for purposes of the REMIC Provisions
under federal income tax law. For federal
income tax purposes, each Class of
the Regular Certificates (or, in the case
of a Class of Class X Certificates,
each Component thereof) will be designated
as a separate "regular interest" in
REMIC II for purposes of the REMIC
Provisions under federal income tax law.
The following
table sets forth: (i) the class designation of each Class
of Sequential Pay Certificates; (ii) the
Original Class Principal Balance for
each Class of Sequential Pay Certificates;
(iii) the corresponding REMIC I
Regular Interest or REMIC I Regular
Interests (each, a "Corresponding REMIC I
Regular Interest") for each Class of
Sequential Pay Certificates; and (iv) the
initial REMIC I Principal Balance of each
Corresponding REMIC I Regular
Interest.
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------
Class of
Corresponding
Sequential Pay
Original Class
REMIC I
Initial REMIC I
Certificates
Principal Balance
Regular Interest(s)
Principal Balance
----------------------------------------------------------------------------------------------------------------------------
<S>
<C>
<C>
<C>
Class A-1
$ __________
[LA-1-1
$
_________
----------------------------------------------------------------------------------------------------------------------------
LA-1-2
$
_________
----------------------------------------------------------------------------------------------------------------------------
LA-1-3
$
_________
----------------------------------------------------------------------------------------------------------------------------
LA-1-4]
$
_________
----------------------------------------------------------------------------------------------------------------------------
<PAGE>
----------------------------------------------------------------------------------------------------------------------------
Class of
Corresponding
Sequential Pay
Original Class
REMIC I
Initial REMIC I
Certificates
Principal Balance
Regular Interest(s)
Principal Balance
----------------------------------------------------------------------------------------------------------------------------
Class A-2
$
_________
[LA-2-1
$
_________
----------------------------------------------------------------------------------------------------------------------------
LA-2-2
$
_________
----------------------------------------------------------------------------------------------------------------------------
LA-2-3
$
_________
----------------------------------------------------------------------------------------------------------------------------
LA-2-4
$
_________
----------------------------------------------------------------------------------------------------------------------------
LA-2-5
$
_________
----------------------------------------------------------------------------------------------------------------------------
LA-2-6
$
_________
----------------------------------------------------------------------------------------------------------------------------
LA-2-7]
$
_________
----------------------------------------------------------------------------------------------------------------------------
Class A-3A
$
_________
[LA-3A-1
$
_________
----------------------------------------------------------------------------------------------------------------------------
LA-3A-2]
$
_________
----------------------------------------------------------------------------------------------------------------------------
Class A-3B
$
_________
[LA-3B-1
$
_________
----------------------------------------------------------------------------------------------------------------------------
LA-3B-2
$
_________
----------------------------------------------------------------------------------------------------------------------------
LA-3B-3]
$
_________
----------------------------------------------------------------------------------------------------------------------------
Class A-SB
$
_________
[LA-SB-1
$
_________
----------------------------------------------------------------------------------------------------------------------------
LA-SB-2
$
_________
----------------------------------------------------------------------------------------------------------------------------
LA-SB-3]
$
_________
----------------------------------------------------------------------------------------------------------------------------
Class A-4
$
_________
[LA-4-1
$
_________
----------------------------------------------------------------------------------------------------------------------------
LA-4-2
$
_________
----------------------------------------------------------------------------------------------------------------------------
LA-4-3
$
_________
----------------------------------------------------------------------------------------------------------------------------
LA-4-4
$
_________
----------------------------------------------------------------------------------------------------------------------------
LA-4-5]
$
_________
----------------------------------------------------------------------------------------------------------------------------
Class AM
$
_________
LAM
$
_________
----------------------------------------------------------------------------------------------------------------------------
Class AJ
$
_________
LAJ
$
_________
----------------------------------------------------------------------------------------------------------------------------
-2-
<PAGE>
----------------------------------------------------------------------------------------------------------------------------
Class of
Corresponding
Sequential Pay
Original Class
REMIC I
Initial REMIC I
Certificates
Principal Balance
Regular Interest(s)
Principal Balance
----------------------------------------------------------------------------------------------------------------------------
Class B
$
_________
LB
$
_________
----------------------------------------------------------------------------------------------------------------------------
Class C
$
_________
[LC-1
$
_________
----------------------------------------------------------------------------------------------------------------------------
LC-2]
$
_________
----------------------------------------------------------------------------------------------------------------------------
Class D
$
_________
[LD-1
$
_________
----------------------------------------------------------------------------------------------------------------------------
LD-2
$
_________
----------------------------------------------------------------------------------------------------------------------------
LD-3
$
_________
----------------------------------------------------------------------------------------------------------------------------
LD-4
$
_________
----------------------------------------------------------------------------------------------------------------------------
LD-5]
$
_________
----------------------------------------------------------------------------------------------------------------------------
Class E
$
_________
[LE-1
$
_________
----------------------------------------------------------------------------------------------------------------------------
LE-2
$
_________
----------------------------------------------------------------------------------------------------------------------------
LE-3]
$
_________
----------------------------------------------------------------------------------------------------------------------------
Class F
$
_________
[LF-1
$
_________
----------------------------------------------------------------------------------------------------------------------------
LF-2
$
_________
----------------------------------------------------------------------------------------------------------------------------
LF-3]
$
_________
----------------------------------------------------------------------------------------------------------------------------
Class G
$
_________
[LG-1
$
_________
----------------------------------------------------------------------------------------------------------------------------
LG-2]
$
_________
----------------------------------------------------------------------------------------------------------------------------
Class H
$
_________
[LH-1
$
_________
----------------------------------------------------------------------------------------------------------------------------
LH-2]
$
_________
----------------------------------------------------------------------------------------------------------------------------
Class J
$
_________
[LJ-1
$
_________
----------------------------------------------------------------------------------------------------------------------------
LJ-2]
$
_________
----------------------------------------------------------------------------------------------------------------------------
Class K
$
_________
LK
$
_________
----------------------------------------------------------------------------------------------------------------------------
Class L
$
_________
LL
$
_________
----------------------------------------------------------------------------------------------------------------------------
-3-
<PAGE>
----------------------------------------------------------------------------------------------------------------------------
Class of
Corresponding
Sequential Pay
Original Class
REMIC I
Initial REMIC I
Certificates
Principal Balance
Regular Interest(s)
Principal Balance
----------------------------------------------------------------------------------------------------------------------------
Class M
$
_________
LM
$
_________
----------------------------------------------------------------------------------------------------------------------------
Class N
$
_________
LN
$
_________
----------------------------------------------------------------------------------------------------------------------------
Class P
$
_________
LP
$
_________
----------------------------------------------------------------------------------------------------------------------------
Class Q
$
_________
LQ
$
_________
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
</TABLE>
[There exists
one Trust Mortgage Loan, the [Blackacre] Trust Mortgage
Loan, that has a Cut-off Date Balance of
$_________ and is evidenced by a
Mortgage Note designated as ["Amended and
Restated Note A2"], which is part of
a loan group comprised of that Trust
Mortgage Loan and several other mortgage
loans, namely the [Blackacre] Pari Passu
Non-Trust Loan and the [Blackacre]
Subordinate Non-Trust Loans, that are all
secured by the same Mortgage
encumbering the [Blackacre] Mortgaged
Property. The [Blackacre] Pari Passu
Non-Trust Loan, which is pari passu in
right of payment and in other respects
with the [Blackacre] Trust Mortgage Loan,
has a Cut-off Date Balance of
$_____________ and is evidenced by a
Mortgage Note designated as "Amended and
Restated Note A1". The [Blackacre] Pari
Passu Non-Trust Mortgage Loan, which
will not be included in the Trust Fund, is,
as of the Closing Date, included
in a commercial mortgage securitization
(the "[Other Series] Securitization")
involving the issuance of the [Other
Securitization Trust 200_], Commercial
Mortgage Pass-Through Certificates, Series
200_. The [Blackacre] Trust
Mortgage Loan, the [Blackacre] Pari Passu
Non-Trust Loan and the [Blackacre]
Subordinate Non-Trust Loans collectively
constitute the [Blackacre] Loan
Combination. The relative rights of the
holder of the [Blackacre] Trust
Mortgage Loan and the respective holders of
the [Blackacre] Non-Trust Loans
are set forth in the [Blackacre]
Intercreditor Agreement. As of the Closing
Date, the entire [Blackacre] Loan
Combination is being, and will continue to
be, serviced and administered in accordance
with the Pooling and Servicing
Agreement, dated as of _____ 1, _______
(the "[Other Series] Pooling and
Servicing Agreement"), between Merrill
Lynch Mortgage Investors, Inc., as
depositor, [Name of Master Servicer], as
master servicer (in such capacity,
the "[Other Series] Master Servicer") and
as special servicer (in such
capacity, the "[Other Series] Special
Servicer") and ________________, as
trustee (in such capacity, the "[Other
Series] Trustee").
Accordingly, the
[Blackacre] Trust Mortgage Loan, although part of the
Trust Fund, will be serviced and
administered in accordance with the [Other
Series] Pooling and Servicing Agreement by
the [Other Series] Master Servicer
and the [Other Series] Special Servicer for
so long as the [Blackacre] Pari
Passu Non-Trust Loan is part of the trust
fund created in connection with the
[Other Series] Securitization.]
The portion of
the Trust Fund consisting of (i) the Additional Interest
and the Additional Interest Account and
(ii) amounts held from time to time in
the Collection Account and/or the
Additional Interest Account that represent
Additional Interest shall be treated as a
grantor trust for federal income tax
purposes, and such grantor trust will be
designated as "Grantor Trust Z". In
addition, the portions of the Trust Fund
consisting of (i) the Excess
Servicing Strip and (ii) amounts held from
time to time in the Collection
Account that represent the Excess Servicing
Strip shall be treated as a
-4-
<PAGE>
grantor trust for federal income tax
purposes, and such grantor trust will be
designated as "Grantor Trust E". As
provided herein, the Trustee shall take
all actions reasonably necessary to ensure
that each of the respective
portions of the Trust Fund consisting of
Grantor Trust Z and Grantor Trust E,
respectively, maintains its status as a
"grantor trust" under federal income
tax law and is not treated as part of REMIC
I or REMIC II.
In consideration
of the mutual agreements herein contained, the
Depositor, the Master Servicer, the Special
Servicer, the Trustee and the
Fiscal Agent agree as follows:
-5-
<PAGE>
ARTICLE I
DEFINITIONS
SECTION 1.01. Defined Terms.
Whenever used in
this Agreement, including in the Preliminary Statement,
the following words and phrases, unless the
context otherwise requires, shall
have the meanings specified in this
Article.
"30/360 Basis":
The accrual of interest calculated on the basis of a
360-day year consisting of twelve 30-day
months.
"A-Note Trust
Mortgage Loan": Each of the Trust Mortgage Loans as to
which the related Mortgage, which encumbers
the related Mortgaged Property,
also secures a B-Note Non-Trust Loan, which
B-Note Non-Trust Loan will not be
included in the Trust Fund. There are no
A-Note Trust Mortgage Loans in the
Trust Fund.
"A/B Loan
Combination": Collectively, each A-Note Trust Mortgage Loan and
the related B-Note Non-Trust Loan.
"Acceptable
Insurance Default": With respect to any Serviced Mortgage
Loan, any default under the related
Mortgage Loan documents resulting from:
(i) the exclusion of acts of terrorism from
coverage under the related "all
risk" casualty insurance policy maintained
on the related Mortgaged Property
and (ii) the related Mortgagor's failure to
obtain insurance that specifically
covers acts of terrorism, but, in each
case, only if the Special Servicer has
determined, in its reasonable judgment
(exercised in accordance with the
Servicing Standard), that (a) such
insurance is not available at commercially
reasonable rates and the subject hazards
are not commonly insured against by
prudent owners of similar real properties
in similar locales (but only by
reference to such insurance that has been
obtained by such owners at current
market rates) or (b) such insurance is not
available at any rate. Subject to
the Servicing Standard, in making any of
the determinations required in
subclause (a) or (b) of this definition,
the Special Servicer shall be
entitled to rely on the opinion of an
insurance consultant.
"Accrued
Certificate Interest": With respect to any Class of Sequential
Pay Certificates for any Distribution Date,
one month's interest at the
Pass-Through Rate applicable to such Class
of Certificates for such
Distribution Date, accrued on the related
Class Principal Balance outstanding
immediately prior to such Distribution
Date; with respect to the Class XC
Certificates for any Distribution Date, the
aggregate of all Accrued Component
Interest with respect to the Class XC
Components for such Distribution Date;
and, with respect to the Class XP
Certificates for any Distribution Date, the
aggregate of all Accrued Component Interest
with respect to the Class XP
Components for such Distribution Date.
Accrued Certificate Interest shall be
calculated on a 30/360 Basis and, with
respect to any Class of Regular
Certificates for any Distribution Date,
shall be deemed to accrue during the
calendar month preceding the month in which
such Distribution Date occurs.
"Accrued
Component Interest": With respect to each Class XC Component
and
Class XP Component for any Distribution
Date, one month's interest at the
Class XC Strip Rate (in the case of a Class
XC Component) or Class XP Strip
Rate (in the case of a Class XP Component),
as applicable, with respect to
such Component for such Distribution Date,
accrued on the Component Notional
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Amount of such Component outstanding
immediately prior to such Distribution
Date. Accrued Component Interest shall be
calculated on a 30/360 Basis and,
with respect to any Class XC Component or
Class XP Component for any
Distribution Date, shall be deemed to
accrue during the calendar month
preceding the month in which such
Distribution Date occurs.
"Actual/360
Basis": The accrual of interest calculated on the basis of
the actual number of days elapsed during
any calendar month (or other
applicable accrual period) in a year
assumed to consist of 360 days.
"Actual/360 Mortgage
Loan": Each Mortgage Loan that accrues interest on
an Actual/360 Basis.
"Additional
Exclusions": Exclusions in addition to those in the insurance
policies for the Mortgaged Properties on
September 11, 2001.
"Additional
Interest": With respect to any ARD Loan after its Anticipated
Repayment Date, all interest accrued on the
principal balance of such ARD Loan
at the Additional Interest Rate (the
payment of which interest shall, under
the terms of such Mortgage Loan, be
deferred until the entire outstanding
principal balance of such ARD Loan has been
paid), together with all interest,
if any, accrued at the related Mortgage
Rate plus the related Additional
Interest Rate on such deferred interest.
For purposes of this Agreement,
Additional Interest on an ARD Loan or any
successor REO Loan with respect
thereto shall be deemed not to constitute
principal or any portion thereof and
shall not be added to the unpaid principal
balance or Stated Principal Balance
of such ARD Loan or successor REO Loan,
notwithstanding that the terms of the
related Mortgage Loan documents so permit.
To the extent that any Additional
Interest is not paid on a current basis, it
shall be deemed to be deferred
interest.
"Additional
Interest Account": The segregated account or accounts (which
may be a sub-account of the Distribution
Account) created and maintained by
the Trustee pursuant to Section 3.04(d)
which shall be entitled "[Name of
Trustee] as Trustee, in trust for the
registered holders of Merrill Lynch
Mortgage Trust 200_-_, Commercial Mortgage
Pass-Through Certificates, Series
200_-__, Additional Interest Account". The
Additional Interest Account shall
not be an asset of either REMIC I or REMIC
II.
"Additional
Interest Rate": With respect to any ARD Loan after its
Anticipated Repayment Date, the incremental
increase in the per annum rate at
which such Mortgage Loan accrues interest
after the Anticipated Repayment Date
(in the absence of defaults) as calculated
and as set forth in the related
Mortgage Loan documents.
"Additional
Servicer": Each
servicer (within the meaning of
Item 1101(j) of Regulation AB), other than
the Master Servicer and the Special
Servicer, that meets the criteria in Item
1108(a)(2)(i), Item 1108(a)(2)(ii)
and/or Item 1108(a)(iii) of Regulation AB
with respect to the Trust Fund.
"Additional
Trust Fund Expense": Any Special Servicing Fees, Workout
Fees, Principal Recovery Fees and, in
accordance with Sections 3.03(d) and
4.03(d), interest payable to the Master
Servicer, the Special Servicer, the
Trustee and the Fiscal Agent on Advances
(to the extent not offset by Default
Charges or amounts otherwise payable to any
related Non-Trust Noteholder as
provided herein) and amounts payable to the
Special Servicer in connection
with inspections of Mortgaged Properties
required pursuant to the first
sentence of Section 3.12(a) (and not
otherwise paid from Default Charges
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or amounts otherwise payable to any related
Non-Trust Noteholder as provided
herein), as well as (without duplication)
any of the expenses of the Trust
Fund that may be withdrawn (x) pursuant to
any of clauses (vii)(B), (ix),
(xi), (xii), (xiii), (xv), (xviii) and
(xix) of Section 3.05(a) out of
collections on the related Trust Mortgage
Loans or REO Properties or out of
general collections on the Trust Mortgage
Loans and any REO Properties on
deposit in the Collection Account as
indicated in such clauses of Section
3.05(a), (y) pursuant to any of clauses
(ix), (xi), (xii), (xiii) and (xvi) of
Section 3.05(e) out of collections on any
Loan Combination or any related Loan
Combination REO Property on deposit in the
related Loan Combination Custodial
Account as indicated in such clauses of
Section 3.05(e) (but only to the
extent that such collections would have
otherwise been transferred to the
Collection Account with respect to the
related Trust Mortgage Loan or any
successor Trust REO Loan with respect
thereto), or (z) pursuant to clause (ii)
or any of clauses (iv) through (vi) of
Section 3.05(b) out of general
collections on the Trust Mortgage Loans and
any REO Properties on deposit in
the Distribution Account; provided that for
purposes of the allocations
contemplated by Section 4.04 no such
expense shall be deemed to have been
incurred by the Trust Fund until such time
as the payment thereof is actually
made from the Collection Account, the
related Loan Combination Custodial
Account or the Distribution Account, as the
case may be.
"Additional
Yield and Prepayment Amount": With respect to any
Distribution Date and any Class of
Sequential Pay Certificates (other than any
Excluded Class) entitled to distributions
of principal pursuant to Section
4.01(a) on such Distribution Date, provided
that a Yield Maintenance Charge
and/or Prepayment Premium was actually
collected during the related Collection
Period on a Trust Mortgage Loan or a Trust
REO Loan (for purposes of this
definition, the "Prepaid Loan"), the
product of (a) such Yield Maintenance
Charge and/or Prepayment Premium, net of
Workout Fees and Principal Recovery
Fees payable therefrom and net of any
portion of such Yield Maintenance
Charges and/or Prepayment Premiums applied
pursuant to Section 4.01(j) to
reimburse one or more Classes of Sequential
Pay Certificates in respect of
Realized Losses and/or Additional Trust
Fund Expenses previously allocated to
such Class(es), multiplied by (b) a
fraction, which in no event will be
greater than one, the numerator of which is
equal to the positive excess, if
any, of (i) the Pass-Through Rate for the
subject Class of Sequential Pay
Certificates over (ii) the related Discount
Rate, and the denominator of which
is equal to the positive excess, if any, of
(i) the Mortgage Rate for the
Prepaid Loan over (ii) the related Discount
Rate, multiplied by (c) a
fraction, the numerator of which is equal
to the amount of principal
distributable on the subject Class of
Sequential Pay Certificates on such
Distribution Date, pursuant to Section
4.01(a), and the denominator of which
is equal to the Principal Distribution
Amount for such Distribution Date.
"Administered
REO Property": Any REO Property other than any [Blackacre]
REO Property.
"Advance": Any
P&I Advance or Servicing Advance.
"Adverse Grantor
Trust Event": As defined in Section 10.02(e).
"Adverse Rating
Event": With respect to each Rating Agency that has
assigned a rating to any Class of rated
Certificates, as of any date of
determination, the qualification, downgrade
or withdrawal of the rating then
assigned to any such Class of rated
Certificates by such Rating Agency (or the
placing of any such Class of rated
Certificates on "negative credit watch"
status or "ratings outlook negative" status
in contemplation of any such
action with respect thereto).
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"Adverse REMIC
Event": As defined in Section 10.01(h).
"Affiliate":
With respect to any specified Person, any other Person
controlling or controlled by or under
common control with such specified
Person. For the purposes of this
definition, "control" when used with respect
to any specified Person means the power to
direct the management and policies
of such Person, directly or indirectly,
whether through the ownership of
voting securities, by contract or otherwise
and the terms "controlling" and
"controlled" have meanings correlative to
the foregoing.
"Agreement":
This Pooling and Servicing Agreement and all amendments
hereof and supplements hereto.
"Anticipated
Repayment Date": For each ARD Loan, the date specified in
the related Mortgage Note after which the
rate per annum at which interest
accrues on such ARD Loan will increase as
specified in the related Mortgage
Note (other than as a result of a default
thereunder).
"Appraisal":
With respect to any Serviced Mortgage Loan, an appraisal of
the related Mortgaged Property from an
Independent Appraiser selected by the
Special Servicer or the Master Servicer, as
applicable, prepared in accordance
with 12 C.F.R. ss. 225.64 and conducted in
accordance with the standards of
the Appraisal Institute by an Independent
Appraiser, which Independent
Appraiser shall be advised to take into
account the factors specified in
Section 3.09(a), any available
environmental, engineering or other third-party
reports, and other factors that a prudent
real estate appraiser would
consider. The Master Servicer, the Special
Servicer, the Trustee and the
Fiscal Agent may conclusively rely on any
Appraisal obtained in accordance
with this Agreement and, in the case of the
[Blackacre] Trust Mortgage Loan or
any successor Trust REO Loan with respect
thereto, any appraisal obtained in
accordance with the [Other Series] Pooling
and Servicing Agreement.
"Appraisal
Reduction Amount": With respect to any Required Appraisal
Mortgage Loan, the excess, if any, of: (a)
an amount, as calculated by the
Special Servicer in consultation with the
Controlling Class Representative
(or, in the case of the [Blackacre] Loan
Combination if it is being serviced
hereunder pursuant to Section 3.28, in
consultation with the [Blackacre]
Controlling Party), as of the first
Determination Date immediately succeeding
the date on which the Special Servicer
obtains knowledge of the subject
Mortgage Loan becoming a Required Appraisal
Mortgage Loan, if no new Required
Appraisal (or letter update or internal
valuation) is required, or otherwise
the date on which a Required Appraisal (or
letter update or internal
valuation, if applicable) is obtained, and
each anniversary of such
Determination Date thereafter so long as
the subject Mortgage Loan (or, if it
is being serviced hereunder pursuant to
Section 3.28, the [Blackacre] Loan
Combination) remains a Required Appraisal
Mortgage Loan, equal to the sum
(without duplication) of (i) the Stated
Principal Balance of such Required
Appraisal Mortgage Loan, (ii) to the extent
not previously advanced by or on
behalf of the Master Servicer, the Special
Servicer, the Trustee or the Fiscal
Agent, all unpaid interest accrued on such
Required Appraisal Mortgage Loan
through the most recent Due Date prior to
such Determination Date at a per
annum rate equal to the related Net
Mortgage Rate (exclusive of any portion
thereof that constitutes Additional
Interest), (iii) all accrued but unpaid
(from related collections) Master Servicing
Fees and Special Servicing Fees
with respect to such Required Appraisal
Mortgage Loan and, without
duplication, all accrued or otherwise
incurred but unpaid (from related
collections) Additional Trust Fund Expenses
with respect to such Required
Appraisal Mortgage Loan, (iv) all related
unreimbursed Advances made by or on
behalf of the Master Servicer, the Special
Servicer, the Trustee
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<PAGE>
or the Fiscal Agent with respect to such
Required Appraisal Mortgage Loan,
together with (A) interest on those
Advances and (B) any related Unliquidated
Advances, (v) all currently due and unpaid
real estate taxes and unfunded
improvement reserves and assessments,
insurance premiums and, if applicable,
ground rents with respect to the related
Mortgaged Property and (vi) if it is
being serviced hereunder pursuant to
Section 3.28, in the case of the
[Blackacre] Loan Combination, to the extent
known to the Master Servicer, any
and all interest accrued on delinquency
advances comparable to P&I Advances
made in respect of the [Blackacre] Pari
Passu Non-Trust Loan (or any successor
REO Loan with respect thereto) that is
payable under any [Blackacre] Pari
Passu Non-Trust Loan Securitization
Agreement; over (b) an amount equal to the
sum of (i) the Required Appraisal Value and
(ii) all escrows, reserves and
letters of credit held as additional
collateral held with respect to such
Required Appraisal Mortgage Loan. If the
Special Servicer fails to obtain a
Required Appraisal (or letter update or
internal valuation, if applicable)
within the time limit described in Section
3.09(a), and such Required
Appraisal (or letter update or internal
valuation, if applicable) is required
thereunder, then the Appraisal Reduction
Amount for the related Required
Appraisal Mortgage Loan will equal 25% of
the Stated Principal Balance of such
Required Appraisal Mortgage Loan, to be
adjusted upon receipt of a Required
Appraisal or letter update or internal
valuation, if applicable.
Notwithstanding
the foregoing, any "Appraisal Reduction Amount" (as
defined under the [Other Series] Pooling
and Servicing Agreement) with respect
to any [Blackacre] Loan Combination shall
be calculated, and allocated among
the respective Mortgage Loans comprising
such Loan Combination, by the [Other
Series] Applicable Servicer pursuant to the
[Other Series] Pooling and
Servicing Agreement; and the parties hereto
shall be entitled to rely on such
calculations and the allocations to the
[Blackacre] Trust Mortgage Loan or any
successor Trust REO Loan with respect
thereto, as reported to them by the
[Other Series] Applicable Servicer.
Notwithstanding
anything herein to the contrary, if the [Blackacre] Loan
Combination is being serviced hereunder
pursuant to Section 3.28, the
[Blackacre] Loan Combination shall be
treated as a single Required Appraisal
Mortgage Loan for purposes of calculating
an Appraisal Reduction Amount. Any
Appraisal Reduction Amount with respect to
the [Blackacre] Loan Combination
shall be allocated first to the [Blackacre]
Subordinate Non-Trust Loans, in
reverse order of seniority (i.e.,
commencing with the most junior [Blackacre]
Subordinate Non-Trust Loan), in each case
up to the outstanding principal
balance thereof, and then to the
[Blackacre] Trust Mortgage Loan and the
[Blackacre] Pari Passu Non-Trust Loan, on a
pro rata (based on their
respective outstanding principal balances)
and pari passu basis.
"Appraised
Value": With respect to each Serviced Mortgaged Property and
Administered REO Property, the appraised
value thereof based upon the most
recent Appraisal (or letter update or
internal valuation, if applicable) that
is contained in the related Servicing File
upon which the Master Servicer, the
Special Servicer, the Trustee and the
Fiscal Agent may conclusively rely;
provided, that the term "Appraised Value"
shall include any value determined
by the [Other Series] Applicable Servicer
with respect to the [Blackacre]
Trust Mortgage Loan (upon which the Master
Servicer, the Special Servicer, the
Trustee and the Fiscal Agent may
conclusively rely).
"ARD Loan": Any
Mortgage Loan that provides that if the unamortized
principal balance thereof is not repaid on
its Anticipated Repayment Date,
such Mortgage Loan will accrue Additional
Interest at the rate specified in
the related Mortgage Note and the Mortgagor
is required to
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apply excess monthly cash flow generated by
the related Mortgaged Property to
the repayment of the outstanding principal
balance on such Mortgage Loan.
"Asset Status
Report": As defined in Section 3.21(c).
"Assignment of
Leases": With respect to any Mortgaged Property, any
assignment of leases, rents and profits or
similar document or instrument
executed by the Mortgagor in connection
with the origination of the related
Mortgage Loan.
"Assumed
Periodic Payment": With respect to any Balloon Loan for its
Stated Maturity Date (provided that such
Mortgage Loan has not been paid in
full and no other Liquidation Event has
occurred in respect thereof on or
before such Stated Maturity Date) and for
any related Due Date thereafter as
of which such Mortgage Loan remains
outstanding and part of the Trust Fund
(or, in the case of a Non-Trust Loan for
any Due Date, as of which such
Mortgage Loan remains outstanding and the
related Trust Mortgage Loan remains
part of the Trust Fund), the Periodic
Payment of principal and/or interest
deemed to be due in respect thereof on such
Due Date equal to the Periodic
Payment that would have been due in respect
of such Mortgage Loan on such Due
Date if the related Mortgagor had been
required to continue to pay principal
in accordance with the amortization
schedule, if any, and to accrue interest
at the Mortgage Rate, in effect immediately
prior to, and without regard to
the occurrence of, its Stated Maturity
Date. With respect to any REO Loan, for
any related Due Date as of which the
related REO Property (or, in the case of
any Trust REO Loan that is a successor to
the [Blackacre] Trust Mortgage Loan,
any interest in the related REO Property)
remains part of the Trust Fund, the
Periodic Payment of principal and/or
interest deemed to be due in respect
thereof on such Due Date equal to the
Periodic Payment that would have been
due in respect of the predecessor Mortgage
Loan on such Due Date had it
remained outstanding (or, if the
predecessor Mortgage Loan was a Balloon Loan
and such Due Date coincides with or follows
what had been its Stated Maturity
Date, equal to the Assumed Periodic Payment
that would have been deemed due in
respect of the predecessor Mortgage Loan on
such Due Date had it remained
outstanding).
"Authenticating
Agent": Any authenticating agent appointed pursuant to
Section 8.12 (or, in the absence of any
such appointment, the Trustee).
"Available
Distribution Amount": With respect to any Distribution Date,
an amount equal to (a) the sum of, without
duplication, (i) the aggregate of
the amounts on deposit in the Collection
Account and the Distribution Account
as of the close of business on the related
Determination Date and the amounts
collected by or on behalf of the Master
Servicer as of the close of business
on such Determination Date and required to
be deposited in the Collection
Account[, which amounts shall, in the case
of the initial Distribution Date,
include the Closing Date Deposit], (ii) the
aggregate amount of any P&I
Advances made by the Master Servicer, the
Trustee or the Fiscal Agent for
distribution on the Certificates on such
Distribution Date pursuant to Section
4.03, (iii) the aggregate amount
transferred from the Pool REO Account (if
established) and/or any Loan Combination
Custodial Account to the Collection
Account after the Determination Date in the
month of such Distribution Date,
but on or prior to the P&I Advance Date
in such month, pursuant to Section
3.16(c) and/or Section 3.05(e), as
applicable, (iv) the aggregate amount
deposited by the Master Servicer in the
Collection Account for such
Distribution Date pursuant to Section
3.19(a) in connection with Prepayment
Interest Shortfalls and
Casualty/Condemnation Interest Shortfalls, and (v) for
each Distribution Date occurring in March,
the aggregate of the Interest
Reserve Amounts in respect of each Interest
Reserve Loan deposited into the
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<PAGE>
Distribution Account pursuant to Section
3.05(c), net of (b) the portion of
the amount described in clause (a) of this
definition that represents one or
more of the following: (i) collected
Periodic Payments that are due on a Due
Date following the end of the related
Collection Period, (ii) any amounts
payable or reimbursable to any Person from
(A) the Collection Account pursuant
to clauses (ii)-(xvi), (xviii), (xix) and
(xxi) of Section 3.05(a) or (B) the
Distribution Account pursuant to clauses
(ii)-(vi) and (ix) of Section
3.05(b), (iii) Prepayment Premiums and
Yield Maintenance Charges, (iv)
Additional Interest, (v) with respect to
the Distribution Date occurring in
February of each year and in January of
each year that is not a leap year, the
Interest Reserve Amounts with respect to
the Interest Reserve Loans to be
withdrawn from the Distribution Account and
deposited in the Interest Reserve
Account in respect of such Distribution
Date and held for future distribution
pursuant to Section 3.04(c) and (vi) any
amounts deposited in the Collection
Account or the Distribution Account in
error.
"B-Note
Non-Trust Loan": With respect to each A-Note Trust Mortgage
Loan,
the other Mortgage Loan that (i) is not
included in the Trust Fund, (ii) is
subordinate in right of payment to such
A-Note Trust Mortgage Loan to the
extent set forth in the related Loan
Combination Intercreditor Agreement and
(iii) is secured by the same Mortgage on
the same Mortgaged Property as such
A-Note Trust Mortgage Loan. For purposes of
this Agreement, there shall be no
B-Note Non-Trust Loans.
"B-Noteholder":
Each holder of (i) the Mortgage Note for a B-Note
Non-Trust Loan and (ii) the corresponding
rights under the related Loan
Combination Intercreditor Agreement.
"Balloon Loan":
Any Mortgage Loan that by its original terms or by virtue
of any modification entered into as of the
Closing Date provides for an
amortization schedule extending beyond its
Stated Maturity Date.
"Balloon
Payment": With respect to any Balloon Loan as of any date of
determination, the Scheduled Payment
payable on the Stated Maturity Date of
such Mortgage Loan.
"Bankruptcy
Code": The federal Bankruptcy Code, as amended from time to
time (Title 11 of the United States
Code).
"[Blackacre]
Controlling Party": The "Controlling Holder" within the
meaning of the [Blackacre] Intercreditor
Agreement, which prior to the
occurrence of a [Blackacre] Control
Appraisal Event (that is not the subject
of a successful application of [Blackacre]
Control Retention Collateral) with
respect to each [Blackacre] Subordinate
Non-Trust Loan, shall be the
[Blackacre] Controlling Subordinate
Noteholder, and, following the occurrence
of a [Blackacre] Control Appraisal Event
(that is not the subject of a
successful application of [Blackacre]
Retention Collateral) with respect to
each [Blackacre] Subordinate Non-Trust
Loan, shall be the holder of the
[Blackacre] Pari Passu Trust Mortgage Loan
or, if such Mortgage Loan is no
longer an asset of the trust fund for the
[Other Series] Securitization and is
being serviced hereunder pursuant to
Section 3.28, shall be the Controlling
Class Representative as the designee of the
Trustee.
"[Blackacre]
Controlling Subordinate Noteholder": As of any date of
determination, the holder of the most
junior [Blackacre] Subordinate Non-Trust
Loan, if any, as to which a [Blackacre]
Control Appraisal Event has not
occurred and is continuing.
"[Blackacre]
Control Appraisal Event": A "Control Appraisal Event" within
the meaning of the [Blackacre]
Intercreditor Agreement.
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<PAGE>
"[Blackacre]
Control Retention Collateral": Any "Control Retention
Collateral" within the meaning of the
[Blackacre] Intercreditor Agreement.
"[Blackacre]
Early Remittance Date": The seventh day of each calendar
month, or if the seventh day is not a
Business Day, the next succeeding
Business Day, commencing in _________
_______.
"[Blackacre]
Intercreditor Agreement": The Agreement Among Noteholders,
dated ____ __, _______, between the Trust
Fund as holder of the [Blackacre]
Trust Mortgage Loan and the related
Non-Trust Noteholders.
"[Blackacre]
Loan Combination": Collectively, the [Blackacre] Trust
Mortgage Loan, the [Blackacre] Pari Passu
Non-Trust Loan and the [Blackacre]
Subordinate Non-Trust Loans. The term
"[Blackacre] Loan Combination" shall
include any successor REO Loans with
respect to the [Blackacre] Trust Mortgage
Loan, the [Blackacre] Pari Passu Non-Trust
Loan and the [Blackacre]
Subordinate Non-Trust Loans.
"[Blackacre]
Mortgaged Property": The Mortgaged Property identified on
the Mortgage Loan Schedule as The
[Blackacre].
"[Blackacre]
Non-Trust Loan" Any [Blackacre] Subordinate Non-Trust Loan
or the [Blackacre] Pari Passu Non-Trust
Loan, as the case may be.
"[Blackacre]
Pari Passu Non-Trust Loan": The Mortgage Loan in the
original principal amount of $200,000,000,
that is secured by the same
Mortgage encumbering the [Blackacre]
Mortgaged Property as the [Blackacre]
Trust Mortgage Loan and pari passu in right
of payment and other respects to
the [Blackacre] Trust Mortgage Loan.
"[Blackacre]
Pari Passu Non-Trust Loan Related MBS": Any securities
evidencing an interest in, or secured by,
the [Blackacre] Pari Passu Non-Trust
Loan or any successor REO Loan with respect
thereto.
"[Blackacre]
Pari Passu Noteholder": The holder of the [Blackacre] Pari
Passu Non-Trust Loan.
"[Blackacre] Pari Passu Non-Trust
Loan Securitization Agreement": Any
agreement governing the securitization of
the [Blackacre] Pari Passu Non-Trust
Loan or any successor REO Loan with respect
thereto. The [Other Series]
Pooling and Servicing Agreement is the
initial [Blackacre] Pari Passu
Non-Trust Loan Securitization
Agreement.
"[Blackacre] REO
Property": With respect to the [Blackacre] Loan
Combination, the related Loan Combination
REO Property.
"[Blackacre]
Specially Designated Servicing Actions": The matters in
respect of which the [Blackacre]
Controlling Party is entitled to advise the
Special Servicer, as set forth in Sections
20(b), (c), (d), (e) and (f) of the
[Blackacre] Intercreditor Agreement.
"[Blackacre]
Special Servicer": As defined in Sections 6.09 and 7.01(c).
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<PAGE>
"[Blackacre]
Subordinate Non-Trust Loan": Each of the Mortgage Loans,
other than the [Blackacre] Trust Mortgage
Loan and the [Blackacre] Pari Passu
Non-Trust Loan, that are secured by the
same Mortgage encumbering the
[Blackacre] Mortgaged Property as the
[Blackacre] Trust Mortgage Loan and the
[Blackacre] Pari Passu Non-Trust Loan, and
that are subordinate in right of
payment to the [Blackacre] Trust Mortgage
Loan. The [Blackacre] Subordinate
Non-Trust Loans shall not be part of the
Mortgage Pool and will not be
considered Trust Mortgage Loans.
"[Blackacre]
Subordinate Noteholder": Any holder of any [Blackacre]
Subordinate Non-Trust Loan.
"[Blackacre]
Triggering Event": A "Purchase Trigger" within the meaning
of the [Blackacre] Intercreditor
Agreement.
"[Blackacre]
Trust Mortgage Loan": The Mortgage Loan secured by the
[Blackacre] Mortgaged Property and included
in the Trust Fund.
"Book-Entry
Certificate": Any Certificate registered in the name of the
Depository or its nominee.
"Book-Entry
Non-Registered Certificate": Any Book-Entry Certificate that
is a Non-Registered Certificate.
"Breach": As
defined in Section 2.03(a).
"Business Day":
Any day other than a Saturday, a Sunday or a day on which
banking institutions in New York, New York
or the city in which the Corporate
Trust Office of the Trustee (which as of
the Closing Date is __________), or
the offices of the Master Servicer (which
as of the Closing Date is
____________), or the offices of the
Special Servicer (which as of the Closing
Date is __________), are located, are
authorized or obligated by law or
executive order to remain closed.
"Casualty/Condemnation Interest Shortfall": With respect to any
Serviced
Trust Mortgage Loan as to which a
Casualty/Condemnation Principal Prepayment
was received during any Collection Period
and was applied to such Mortgage
Loan as an unscheduled payment of principal
prior to such Mortgage Loan's Due
Date in such Collection Period, the amount
of interest, to the extent not
collected from the related Mortgagor, that
would have accrued (at a rate per
annum equal to the sum of (x) the related
Net Mortgage Rate for such Mortgage
Loan and (y) the Trustee Fee Rate) on the
amount of such Casualty/Condemnation
Principal Prepayment during the period
commencing on the date as of which such
Casualty/Condemnation Principal Prepayment
was applied to such Mortgage Loan
and ending on the day immediately preceding
such Due Date, inclusive (net of
any portion thereof that would have
constituted Penalty Interest and
Additional Interest, if applicable).
"Casualty/Condemnation Principal Prepayment": With respect to
any
Serviced Trust Mortgage Loan, any amounts
constituting Insurance Proceeds or
amounts received in connection with the
taking of all or a part of a Mortgaged
Property by the exercise of the power of
eminent domain or condemnation, that
are applied as an unscheduled principal
prepayment in accordance with the
provisions of this Pooling and Servicing
Agreement, in reduction of the
principal balance of such Mortgage
Loan.
-14-
<PAGE>
"CERCLA": The
Comprehensive Environmental Response, Compensation and
Liability Act of 1980, as amended.
"Certificate":
Any one of the Merrill Lynch Mortgage Trust 200_-_,
Commercial Mortgage Pass-Through
Certificates, Series 200_-__, as executed by
the Certificate Registrar and authenticated
and delivered hereunder by the
Authenticating Agent.
"Certificate
Factor": With respect to any Class of Regular Certificates
as of any date of determination, a
fraction, expressed as a decimal carried to
at least eight places, the numerator of
which is the then current Class
Principal Balance, Class XC Notional Amount
or Class XP Notional Amount, as
applicable, of such Class of Regular
Certificates and the denominator of which
is the Original Class Principal Balance or
Original Notional Amount, as the
case may be, of such Class of Regular
Certificates.
"Certificate
Notional Amount": With respect to any Class XC or Class XP
Certificate, as of any date of
determination, the then notional amount of such
Certificate equal to the product of (a) the
Percentage Interest evidenced by
such Certificate, multiplied by (b) the
then Class XC or Class XP Notional
Amount, as applicable.
"Certificate
Owner": With respect to a Book-Entry Certificate, the Person
who is the beneficial owner of such
Certificate as reflected on the books of
the Depository or on the books of a
Depository Participant or on the books of
an indirect participating brokerage firm
for which a Depository Participant
acts as agent.
"Certificate
Principal Balance": With respect to any Sequential Pay
Certificate, as of any date of
determination, the then outstanding principal
amount of such Certificate equal to the
product of (a) the Percentage Interest
evidenced by such Certificate, multiplied
by (b) the then Class Principal
Balance of the Class of Certificates to
which such Certificate belongs.
"Certificate
Register" and "Certificate Registrar": The register
maintained and the registrar appointed
pursuant to Section 5.02(a).
"Certificateholder": The Person in whose name a Certificate is
registered
in the Certificate Register, except that
(i) neither a Disqualified
Organization nor a Disqualified Non-United
States Tax Person shall be Holder
of a Residual Certificate for any purpose
hereof and, (ii) solely for the
purposes of giving any consent, approval or
waiver pursuant to this Agreement
that relates to any of the Depositor, any
Mortgage Loan Seller, the Master
Servicer, the Special Servicer, the Trustee
or the Fiscal Agent in its
respective capacity as such (except with
respect to amendments or waivers
referred to in Sections 7.04 and 11.01
hereof and any consent, approval or
waiver required or permitted to be made by
the Plurality Subordinate
Certificateholder or the Controlling Class
Representative and any election,
removal or replacement of the Special
Servicer or the Controlling Class
Representative pursuant to Section 6.09),
any Certificate registered in the
name of the Depositor, any Mortgage Loan
Seller, the Master Servicer, the
Special Servicer, the Trustee or the Fiscal
Agent, as the case may be, or any
Certificate registered in the name of any
of their respective Affiliates,
shall be deemed not to be outstanding, and
the Voting Rights to which it is
entitled shall not be taken into account in
determining whether the requisite
percentage of Voting Rights necessary to
effect any such consent, approval or
waiver that relates to it has been
obtained. The Certificate Registrar shall
be entitled to request and conclusively
rely upon a certificate of the
Depositor, the Master Servicer or the
Special Servicer in
-15-
<PAGE>
determining whether a Certificate is
registered in the name of an Affiliate of
such Person. All references herein to
"Holders" or "Certificateholders" shall
reflect the rights of Certificate Owners as
they may indirectly exercise such
rights through the Depository and the
Depository Participants, except as
otherwise specified herein; provided,
however, that the parties hereto shall
be required to recognize as a "Holder" or
"Certificateholder" only the Person
in whose name a Certificate is registered
in the Certificate Register.
"Certification
Parties": As defined in Section 8.16(b).
"Certifying
Person": As defined in Section 8.16(b).
"Class":
Collectively, all of the Certificates bearing the same
alphabetical and, if applicable, numerical
class designation.
"Class A Senior
Certificates": The Class A-1, Class A-2, Class A-3A,
Class A-3B, Class A-SB and Class A-4
Certificates.
"Class A-1
Certificate": Any one of the Certificates with a "Class A-1"
designation on the face thereof,
substantially in the form of Exhibit A-1
attached hereto, and evidencing a "regular
interest" in REMIC II for purposes
of the REMIC Provisions.
"Class A-2
Certificate": Any one of the Certificates with a "Class A-2"
designation on the face thereof,
substantially in the form of Exhibit A-1
attached hereto, and evidencing a "regular
interest" in REMIC II for purposes
of the REMIC Provisions.
"Class A-3A
Certificate": Any one of the Certificates with a "Class A-3A"
designation on the face thereof,
substantially in the form of Exhibit A-1
attached hereto, and evidencing a "regular
interest" in REMIC II for purposes
of the REMIC Provisions.
"Class A-3B
Certificate": Any one of the Certificates with a "Class A-3B"
designation on the face thereof,
substantially in the form of Exhibit A-1
attached hereto, and evidencing a "regular
interest" in REMIC II for purposes
of the REMIC Provisions.
"Class A-4
Certificate": Any one of the Certificates with a "Class A-4"
designation on the face thereof,
substantially in the form of Exhibit A-1
attached hereto, and evidencing a "regular
interest" in REMIC II for purposes
of the REMIC Provisions.
"Class A-SB
Certificate": Any one of the Certificates with a "Class A-SB"
designation on the face thereof,
substantially in the form of Exhibit A-1
attached hereto, and evidencing a "regular
interest" in REMIC II for purposes
of the REMIC Provisions.
"Class A-SB
Planned Principal Balance": With respect to any Distribution
Date, the targeted Class Principal Balance
of the Class A-SB Certificates for
such date set forth on Exhibit S attached
hereto.
"Class AJ
Certificate": Any one of the Certificates with a "Class AJ"
designation on the face thereof,
substantially in the form of Exhibit A-4
attached hereto, and evidencing a "regular
interest" in REMIC II for purposes
of the REMIC Provisions.
-16-
<PAGE>
"Class AM
Certificate": Any one of the Certificates with a "Class AM"
designation on the face thereof,
substantially in the form of Exhibit A-4
attached hereto, and evidencing a "regular
interest" in REMIC II for purposes
of the REMIC Provisions.
"Class B
Certificate": Any one of the Certificates with a "Class B"
designation on the face thereof,
substantially in the form of Exhibit A-4
attached hereto, and evidencing a "regular
interest" in REMIC II for purposes
of the REMIC Provisions.
"Class C
Certificate": Any one of the Certificates with a "Class C"
designation on the face thereof,
substantially in the form of Exhibit A-4
attached hereto, and evidencing a "regular
interest" in REMIC II for purposes
of the REMIC Provisions.
"Class D
Certificate": Any one of the Certificates with a "Class D"
designation on the face thereof,
substantially in the form of Exhibit A-4
attached hereto, and evidencing a "regular
interest" in REMIC II for purposes
of the REMIC Provisions.
"Class E
Certificate": Any one of the Certificates with a "Class E"
designation on the face thereof,
substantially in the form of Exhibit A-5
attached hereto, and evidencing a "regular
interest" in REMIC II for purposes
of the REMIC Provisions.
"Class F
Certificate": Any one of the Certificates with a "Class F"
designation on the face thereof,
substantially in the form of Exhibit A-5
attached hereto, and evidencing a "regular
interest" in REMIC II for purposes
of the REMIC Provisions.
"Class G
Certificate": Any one of the Certificates with a "Class G"
designation on the face thereof,
substantially in the form of Exhibit A-5
attached hereto, and evidencing a "regular
interest" in REMIC II for purposes
of the REMIC Provisions.
"Class H
Certificate": Any one of the Certificates with a "Class H"
designation on the face thereof,
substantially in the form of Exhibit A-5
attached hereto, and evidencing a "regular
interest" in REMIC II for purposes
of the REMIC Provisions.
"Class J
Certificate": Any one of the Certificates with a "Class J"
designation on the face thereof,
substantially in the form of Exhibit A-6
attached hereto, and evidencing a "regular
interest" in REMIC II for purposes
of the REMIC Provisions.
"Class K
Certificate": Any one of the Certificates with a "Class K"
designation on the face thereof,
substantially in the form of Exhibit A-6
attached hereto, and evidencing a "regular
interest" in REMIC II for purposes
of the REMIC Provisions.
"Class L
Certificate": Any one of the Certificates with a "Class L"
designation on the face thereof,
substantially in the form of Exhibit A-6
attached hereto, and evidencing a "regular
interest" in REMIC II for purposes
of the REMIC Provisions.
"Class M
Certificate": Any one of the Certificates with a "Class M"
designation on the face thereof,
substantially in the form of Exhibit A-6
attached hereto, and evidencing a "regular
interest" in REMIC II for purposes
of the REMIC Provisions.
-17-
<PAGE>
"Class N
Certificate": Any one of the Certificates with a "Class N"
designation on the face thereof,
substantially in the form of Exhibit A-6
attached hereto, and evidencing a "regular
interest" in REMIC II for purposes
of the REMIC Provisions.
"Class P
Certificate": Any one of the Certificates with a "Class P"
designation on the face thereof,
substantially in the form of Exhibit A-6
attached hereto, and evidencing a "regular
interest" in REMIC II for purposes
of the REMIC Provisions.
"Class Principal
Balance": The aggregate principal balance of any Class
of Sequential Pay Certificates outstanding
from time to time. As of the
Closing Date, the Class Principal Balance
of each Class of Sequential Pay
Certificates shall equal the Original Class
Principal Balance thereof. On each
Distribution Date, the Class Principal
Balance of each Class of Sequential Pay
Certificates shall be reduced by the amount
of any distributions of principal
made thereon on such Distribution Date
pursuant to Section 4.01 or 9.01, as
applicable, and shall be further reduced by
the amount of any Realized Losses
and Additional Trust Fund Expenses
allocated thereto on such Distribution Date
pursuant to Section 4.04(a). The respective
Class Principal Balances of any
Classes of Sequential Pay Certificates to
which there has been allocated
unreimbursed Realized Losses and Additional
Trust Fund Expenses shall be
increased, in sequential order beginning
with the most senior affected Class
of Sequential Pay Certificates, by the
amount of any recoveries of
Nonrecoverable Advances and/or interest
thereon which were reimbursed and/or
paid in a prior Collection Period from the
principal portion of general
collections on the Mortgage Pool and which
are included in the Principal
Distribution Amount for the current
Distribution Date; provided that the Class
Principal Balance of any such Class of
Sequential Pay Certificates shall in no
event be increased by more than the amount
of unreimbursed Realized Losses and
Additional Trust Fund Expenses previously
allocated thereto (which
unreimbursed Realized Losses and Additional
Trust Fund Expenses shall be
reduced by the amount of the increase in
such Class Principal Balance); and
provided, further, that the aggregate
increase in the Class Principal Balances
of the respective Classes of Sequential Pay
Certificates on any Distribution
Date shall not exceed the excess, if any,
of (i) the aggregate Stated
Principal Balance of, and all Unliquidated
Advances with respect to, the
Mortgage Pool that will be outstanding
immediately following such Distribution
Date, over (ii) the aggregate of the Class
Principal Balances of the
respective Classes of Sequential Pay
Certificates outstanding immediately
following the distributions to be made on
such Distribution Date, but prior to
any such increase in any of those Class
Principal Balances. Distributions in
respect of a reimbursement of Realized
Losses and Additional Trust Fund
Expenses previously allocated to a Class of
Sequential Pay Certificates shall
not constitute distributions of principal
and shall not result in reduction of
the related Class Principal Balance.
"Class Q
Certificate": Any one of the Certificates with a "Class Q"
designation on the face thereof,
substantially in the form of Exhibit A-6
attached hereto, and evidencing a "regular
interest" in REMIC II for purposes
of the REMIC Provisions.
"Class R-I
Certificate": Any one of the Certificates with a "Class R-I"
designation on the face thereof,
substantially in the form of Exhibit A-7
attached hereto, and evidencing the sole
class of "residual interests" in
REMIC I for purposes of the REMIC
Provisions.
"Class R-II
Certificate": Any one of the Certificates with a "Class R-II"
designation on the face thereof,
substantially in the form of Exhibit A-7
attached hereto, and evidencing the sole
class of "residual interests" in
REMIC II for purposes of the REMIC
Provisions.
-18-
<PAGE>
"Class X
Certificates": The Class XC and Class XP Certificates.
"Class XC
Certificate": Any one of the Certificates with a "Class XC"
designation on the face thereof,
substantially in the form of Exhibit A-3
attached hereto, and evidencing multiple
"regular interests" in REMIC II for
purposes of the REMIC Provisions.
"Class XC
Components": Each of the Components identified in the table in
the definition of "Component" as being a
Class XC Component.
"Class XC
Notional Amount": With respect to the Class XC Certificates and
any date of determination, the sum of the
then Component Notional Amounts of
all of the Class XC Components.
"Class XC Strip
Rate": With respect to any Class XC Component that does
not have a Corresponding Class XP
Component, for any Distribution Date, a rate
per annum equal to (i) the Weighted Average
Net Mortgage Pass-Through Rate for
such Distribution Date, minus (ii) the
Pass-Through Rate for the Corresponding
Certificates; and in the case of any Class
XC Component that has a
Corresponding Class XP Component, for any
Distribution Date, a rate per annum
equal to (i) for any Distribution Date
occurring on or before the Class XP
Termination Date for such Corresponding
Class XP Component, (x) the Weighted
Average Net Mortgage Pass-Through Rate for
such Distribution Date minus (y)
the sum of the Pass-Through Rate for the
Corresponding Certificates for such
Distribution Date and the Class XP Strip
Rate for such Corresponding Class XP
Component for such Distribution Date, and
(ii) for any Distribution Date
occurring after the Class XP Termination
Date for such Corresponding Class XP
Component, a rate per annum equal to (x)
the Weighted Average Net Mortgage
Pass-Through Rate for such Distribution
Date, minus (y) the Pass-Through Rate
for the Corresponding Certificates. In no
event, however, shall any Class XC
Strip Rate be less than zero.
"Class XP
Certificate": Any one of the Certificates with a "Class XP"
designation on the face thereof,
substantially in the form of Exhibit A-2
attached hereto, and evidencing multiple
"regular interests" in REMIC II for
purposes of the REMIC Provisions.
"Class XP
Components": Each of the Components identified in the table in
the definition of "Component" as being a
Class XP Component.
"Class XP
Notional Amount":
(i) With respect to any Distribution Date on or prior to the
Distribution
Date in _____________, the sum of (a) the lesser of
$_________ and
the Class Principal Balance of the Class A-1 Certificates
outstanding from
time to time, and (b) the Class Principal Balance of the
Class ___, Class
___, Class ___, Class ___, Class ___, Class ___, Class
___, Class ___,
Class ___, Class ___, Class ___, Class ___, Class ___,
Class ___, Class
___, Class ___ and Class ___ Certificates outstanding
from time to
time;
(ii) With respect to any Distribution Date after the
Distribution
Date in _______
through and including the Distribution Date in
____________,
the sum of (a) the lesser of $_________ and the Class
Principal
Balance of the Class A-1 Certificates outstanding from time to
time, and (b)
the Class Principal Balance of the Class ___, Class ___,
Class ___, Class
___, Class ___, Class ___, Class ___, Class ___, Class
___, Class ___,
Class ___, Class ___, Class ___, Class ___, Class ___,
Class ___ and
Class ___ Certificates outstanding from time to time;
-19-
<PAGE>
(iii) the sum of (a) the lesser of $_________ and the Class
Principal
Balance of the Class A-1 Certificates outstanding from time to
time, and (b)
the Class Principal Balance of the Class ___, Class ___,
Class ___, Class
___, Class ___, Class ___, Class ___, Class ___, Class
___, Class ___,
Class ___, Class ___, Class ___, Class ___, Class ___,
Class ___ and
Class ___ Certificates outstanding from time to time;
(iv) With respect to any Distribution Date after the
Distribution
Date in _______
through and including the Distribution Date in
____________,
the sum of (a) the lesser of $_________ and the Class
Principal
Balance of the Class A-1 Certificates outstanding from time to
time, and (b)
the Class Principal Balance of the Class ___, Class ___,
Class ___, Class
___, Class ___, Class ___, Class ___, Class ___, Class
___, Class ___,
Class ___, Class ___, Class ___, Class ___, Class ___,
Class ___ and
Class ___ Certificates outstanding from time to time;
(v) With respect to any Distribution Date after the
Distribution
Date in _______
through and including the Distribution Date in
____________,
the sum of (a) the lesser of $_________ and the Class
Principal
Balance of the Class A-1 Certificates outstanding from time to
time, and (b)
the Class Principal Balance of the Class ___, Class ___,
Class ___, Class
___, Class ___, Class ___, Class ___, Class ___, Class
___, Class ___,
Class ___, Class ___, Class ___, Class ___, Class ___,
Class ___ and
Class ___ Certificates outstanding from time to time;
(vi) With respect to any Distribution Date after the
Distribution
Date in _______
through and including the Distribution Date in
____________,
the sum of (a) the lesser of $_________ and the Class
Principal
Balance of the Class A-1 Certificates outstanding from time to
time, and (b)
the Class Principal Balance of the Class ___, Class ___,
Class ___, Class
___, Class ___, Class ___, Class ___, Class ___, Class
___, Class ___,
Class ___, Class ___, Class ___, Class ___, Class ___,
Class ___ and
Class ___ Certificates outstanding from time to time;
(vii) With respect to any Distribution Date after the
Distribution
Date in _______
through and including the Distribution Date in
____________,
the sum of (a) the lesser of $_________ and the Class
Principal
Balance of the Class A-1 Certificates outstanding from time to
time, and (b)
the Class Principal Balance of the Class ___, Class ___,
Class ___, Class
___, Class ___, Class ___, Class ___, Class ___, Class
___, Class ___,
Class ___, Class ___, Class ___, Class ___, Class ___,
Class ___ and
Class ___ Certificates outstanding from time to time;
(viii) With respect to any Distribution Date after the
Distribution
Date in _______
through and including the Distribution Date in
____________,
the sum of (a) the lesser of $_________ and the Class
Principal
Balance of the Class A-1 Certificates outstanding from time to
time, and (b)
the Class Principal Balance of the Class ___, Class ___,
Class ___, Class
___, Class ___, Class ___, Class ___, Class ___, Class
___, Class ___,
Class ___, Class ___, Class ___, Class ___, Class ___,
Class ___ and
Class ___ Certificates outstanding from time to time;
(ix) With respect to any Distribution Date after the
Distribution
Date in _______
through and including the Distribution Date in
____________,
the sum of (a) the lesser of $_________ and the Class
Principal
Balance of the Class A-1 Certificates outstanding from time to
time, and (b)
the Class Principal Balance of the Class ___, Class ___,
Class ___, Class
___, Class ___, Class ___, Class ___, Class ___, Class
___, Class ___,
Class ___, Class ___, Class ___, Class ___, Class ___,
Class ___ and
Class ___ Certificates outstanding from time to time;
-20-
<PAGE>
(x) With respect to any Distribution Date after the
Distribution
Date in _______
through and including the Distribution Date in
____________,
the sum of (a) the lesser of $_________ and the Class
Principal
Balance of the Class A-1 Certificates outstanding from time to
time, and (b)
the Class Principal Balance of the Class ___, Class ___,
Class ___, Class
___, Class ___, Class ___, Class ___, Class ___, Class
___, Class ___,
Class ___, Class ___, Class ___, Class ___, Class ___,
Class ___ and
Class ___ Certificates outstanding from time to time;
(xi) With respect to any Distribution Date after the
Distribution
Date in _______
through and including the Distribution Date in
____________,
the sum of (a) the lesser of $_________ and the Class
Principal
Balance of the Class A-1 Certificates outstanding from time to
time, and (b)
the Class Principal Balance of the Class ___, Class ___,
Class ___, Class
___, Class ___, Class ___, Class ___, Class ___, Class
___, Class ___,
Class ___, Class ___, Class ___, Class ___, Class ___,
Class ___ and
Class ___ Certificates outstanding from time to time;
(xii) With respect to any Distribution Date after the
Distribution
Date in _______
through and including the Distribution Date in
____________,
the sum of (a) the lesser of $_________ and the Class
Principal
Balance of the Class A-1 Certificates outstanding from time to
time, and (b)
the Class Principal Balance of the Class ___, Class ___,
Class ___, Class
___, Class ___, Class ___, Class ___, Class ___, Class
___, Class ___,
Class ___, Class ___, Class ___, Class ___, Class ___,
Class ___ and
Class ___ Certificates outstanding from time to time;
(xiii) With respect to any Distribution Date after the
Distribution
Date in _______
through and including the Distribution Date in
____________,
the sum of (a) the lesser of $_________ and the Class
Principal
Balance of the Class A-1 Certificates outstanding from time to
time, and (b)
the Class Principal Balance of the Class ___, Class ___,
Class ___, Class
___, Class ___, Class ___, Class ___, Class ___, Class
___, Class ___,
Class ___, Class ___, Class ___, Class ___, Class ___,
Class ___ and
Class ___ Certificates outstanding from time to time;
(xiv) With respect to any Distribution Date after the
Distribution
Date in _______
through and including the Distribution Date in
____________,
the sum of (a) the lesser of $_________ and the Class
Principal
Balance of the Class A-1 Certificates outstanding from time to
time, and (b)
the Class Principal Balance of the Class ___, Class ___,
Class ___, Class
___, Class ___, Class ___, Class ___, Class ___, Class
___, Class ___,
Class ___, Class ___, Class ___, Class ___, Class ___,
Class ___ and
Class ___ Certificates outstanding from time to time;
(xv) With respect to any Distribution Date after the
Distribution
Date in _______
through and including the Distribution Date in
____________,
the sum of (a) the lesser of $_________ and the Class
Principal Balance of the Class A-1
Certificates outstanding from time to
time, and (b)
the Class Principal Balance of the Class ___, Class ___,
Class ___, Class
___, Class ___, Class ___, Class ___, Class ___, Class
___, Class ___,
Class ___, Class ___, Class ___, Class ___, Class ___,
Class ___ and
Class ___ Certificates outstanding from time to time;
(xvi) With respect to any Distribution Date after the
Distribution
Date in _______
through and including the Distribution Date in
____________,
the sum of (a) the lesser of $_________ and the Class
Principal
Balance of the Class A-1 Certificates outstanding from time to
time, and (b)
the Class Principal Balance of the Class ___, Class ___,
Class ___, Class
___, Class ___, Class ___, Class ___, Class ___, Class
___, Class ___,
Class ___, Class ___, Class ___,
-21-
<PAGE>
Class ___, Class
___, Class ___ and Class ___ Certificates outstanding
from time to
time; and
(xvii) With respect to any Distribution Date after the
Distribution
Date in
__________, $0.
"Class XP
Reference Rate": For any Distribution Date, the rate per annum
corresponding to such Distribution Date on
Exhibit L.
"Class XP Strip
Rate": With respect to any Class XP Component for any
Distribution Date, a rate per annum equal
to (1) for any Distribution Date
occurring on or before the Class XP
Termination Date for such Class XP
Component, the excess, if any, of (x) the
lesser of (i) the Weighted Average
Net Mortgage Pass-Through Rate for such
Distribution Date and (ii) the Class
XP Reference Rate for such Distribution
Date, over (y) the Pass-Through Rate
in effect for such Distribution Date for
the Corresponding Certificates
(provided that in no event shall any Class
XP Strip Rate be less than zero),
and (2) for any Distribution Date occurring
after the Class XP Termination
Date for such Class XP Component, 0% per
annum.
"Class XP
Termination Date": With respect to each Class XP Component, the
Distribution Date that occurs in the month
and year specified in the table in
the definition of "Component".
"Class Z
Certificate": Any one of the Certificates with a "Class Z"
designation on the face thereof,
substantially in the form of Exhibit A-8
attached hereto, and evidencing a
proportionate interest in Grantor Trust Z.
"Closing Date":
_______.
["Closing Date
Deposit": With respect to [Mortgage Loan Seller name], a
cash amount to be deposited by such
Mortgage Loan Seller, as applicable,
pursuant to the related Mortgage Loan
Purchase Agreement, in respect of each
Trust Mortgage Loan (that is one of the
Trust Mortgage Loans identified as
loan numbers __, __ and __ on the Mortgage
Loan Schedule) sold by such
Mortgage Loan Seller to the Depositor that
does not have its first Scheduled
Payment due until _________, which cash
amount represents the aggregate amount
of interest that would have accrued during
the entire month of ______ at the
related Net Mortgage Rate on the Cut-off
Date Balance of that Trust Mortgage
Loan. The Closing Date Deposit for each of
the Trust Mortgage Loans identified
in the preceding sentence is $_______,
$________ and $__________,
respectively.]
["Closing Date
Deposit Mortgage Loan": Any Trust Mortgage Loan in respect
of which a Closing Date Deposit is required
to be made by the related Mortgage
Loan Seller pursuant to the applicable
Mortgage Loan Purchase Agreement.]
"CMSA": The
Commercial Mortgage Securities Association, or any
association or organization that is a
successor thereto. If neither such
association nor any successor remains in
existence, "CMSA" shall be deemed to
refer to such other association or
organization as may exist whose principal
membership consists of servicers, trustees,
issuers, placement agents and
underwriters generally involved in the
commercial mortgage loan securitization
industry, which is the principal such
association or organization in the
commercial mortgage loan securitization
industry and one of whose
-22-
<PAGE>
principal purposes is the establishment of
industry standards for reporting
transaction-specific information relating
to commercial mortgage-backed
pass-through certificates and commercial
mortgage-backed bonds and the
commercial mortgage loans and foreclosed
properties underlying or backing them
to investors holding or owning such
certificates or bonds, and any successor
to such other association or organization.
If an organization or association
described in one of the preceding sentences
of this definition does not exist,
"CMSA" shall be deemed to refer to such
other association or organization as
shall be selected by the Master Servicer
and reasonably acceptable to the
Trustee, the Special Servicer and the
Controlling Class Representative.
"CMSA Advance
Recovery Report": A report substantially in the form of,
and containing the information called for
in, the downloadable form of the
"Advance Recovery Report" available as of
the Closing Date on the CMSA
Website, or such other form for the
presentation of such information and
containing such additional information as
may from time to time be recommended
by the CMSA for commercial mortgage-backed
securities transactions generally.
"CMSA Bond Level
File": The monthly report substantially in the form of,
and containing the information called for
in, the downloadable form of the
"Bond Level File" available as of the
Closing Date on the CMSA Website, or
such other form for the presentation of
such information and containing such
additional information as may from time to
time be recommended by the CMSA for
commercial mortgage-backed securities
transactions generally.
"CMSA Collateral
Summary File": A report substantially in the form of,
and containing the information called for
in, the downloadable form of the
"Collateral Summary File" available as of
the Closing Date on the CMSA
Website, or such other form for the
presentation of such information and
containing such additional information as
may from time to time be recommended
by the CMSA for commercial mortgage-backed
securities transactions generally.
"CMSA
Comparative Financial Status Report": A report substantially in
the
form of, and containing the information
called for in, the downloadable form
of the "Comparative Financial Status
Report" available as of the Closing Date
on the CMSA Website, or such other form for
the presentation of such
information and containing such additional
information as may from time to
time be recommended by the CMSA for
commercial mortgage-backed securities
transactions generally.
"CMSA Delinquent
Loan Status Report": A report substantially in the form
of, and containing the information called
for in, the downloadable form of the
"Delinquent Loan Status Report" available
as of the Closing Date on the CMSA
Website, or such other form for the
presentation of such information and
containing such additional information as
may from time to time be recommended
by the CMSA for commercial mortgage-backed
securities transactions generally.
"CMSA Financial
File": A report substantially in the form of, and
containing the information called for in,
the downloadable form of the
"Financial File" available as of the
Closing Date on the CMSA Website, or such
other form for the presentation of such
information and containing such
additional information as may from time to
time be recommended by the CMSA for
commercial mortgage-backed securities
transactions generally.
"CMSA Historical
Liquidation Report": A report substantially in the form
of, and containing the information called
for in, the downloadable form of the
"Historical Liquidation Report" available
as of the Closing Date on the CMSA
Website, or such other form for the
presentation of such
-23-
<PAGE>
information and containing such additional
information as may from time to
time be recommended by the CMSA for
commercial mortgage-backed securities
transactions generally.
"CMSA Historical
Loan Modification and Corrected Mortgage Loan Report": A
report substantially in the form of, and
containing the information called for
in, the downloadable form of the
"Historical Loan Modification and Corrected
Mortgage Loan Report" available as of the
Closing Date on the CMSA Website, or
such other form for the presentation of
such information and containing such
additional information as may from time to
time be recommended by the CMSA for
commercial mortgage-backed securities
transactions generally.
"CMSA Loan Level
Reserve/LOC Report": A report substantially in the form
of, and containing the information called
for in, the downloadable form of the
"Loan Level Reserve Report" on the CMSA
Website, or in such other form for the
presentation of such information and
containing such additional information as
may from time to time be recommended by the
CMSA for commercial mortgage
securities transactions generally.
"CMSA Loan
Periodic Update File": The monthly report substantially in the
form of, and containing the information
called for in, the downloadable form
of the "Loan Periodic Update File"
available as of the Closing Date on the
CMSA Website, or such other form for the
presentation of such information and
containing such additional information as
may from time to time be recommended
by the CMSA for commercial mortgage-backed
securities transactions generally.
"CMSA Loan Setup
File": A report substantially in the form of, and
containing the information called for in,
the downloadable form of the "Loan
Setup File" available as of the Closing
Date on the CMSA Website, or such
other form for the presentation of such
information and containing such
additional information as may from time to
time be recommended by the CMSA for
commercial mortgage-backed securities
transactions generally.
"CMSA NOI
Adjustment Worksheet": A report substantially in the form of,
and containing the information called for
in, the downloadable form of the
"NOI Adjustment Worksheet" available as of
the Closing Date on the CMSA
Website, or such other form for the
presentation of such information and
containing such additional information as
may from time to time be recommended
by the CMSA for commercial mortgage-backed
securities transactions generally,
and in any event, shall present the
computations made in accordance with the
methodology described in such form to
"normalize" the full year net operating
income, net cash flow and debt service
coverage numbers used in the other
reports required by this Agreement.
"CMSA Operating
Statement Analysis Report": A report substantially in the
form of, and containing the information
called for in, the downloadable form
of the "Operating Statement Analysis
Report" available as of the Closing Date
on the CMSA Website or in such other form
for the presentation of such
information and containing such additional
information as may from time to
time be recommended by the CMSA for
commercial mortgage-backed securities
transactions generally.
"CMSA Property
File": A report substantially in the form of, and
containing the information called for in,
the downloadable form of the
"Property File" available as of the Closing
Date on the CMSA Website, or such
other form for the presentation of such
information and containing such
additional information as may from time to
time be recommended by the CMSA for
commercial mortgage-backed securities
transactions generally.
-24-
<PAGE>
"CMSA
Reconciliation of Funds Report": A report substantially in the
form
of, and containing the information called
for in, the downloadable form of the
"Reconciliation of Funds Report" available
as of the Closing Date on the CMSA
Website, or in such other form for the
presentation of such information and
containing such additional information as
may from time to time be recommended
by the CMSA for commercial mortgage-backed
securities transactions generally.
"CMSA REO Status
Report": A report substantially in the form of, and
containing the information called for in,
the downloadable form of the "REO
Status Report" available on the CMSA
Website, or in such other form for the
presentation of such information and
containing such additional information as
may from time to time be recommended by the
CMSA for commercial mortgage
securities transactions generally.
"CMSA Servicer
Watch List": A report substantially in the form of, and
containing the information called for in,
the downloadable form of the
"Servicer Watch List" available as of the
Closing Date on the CMSA Website, or
in such other form for the presentation of
such information and containing
such additional information as may from
time to time be recommended by the
CMSA for commercial mortgage-backed
securities transactions generally.
"CMSA Special
Servicer Loan File": A report substantially in the form of,
and containing the information called for
in, the downloadable form of the
"Special Servicer Loan File" on the CMSA
Website, or in such other form for
the presentation of such information and
containing such additional
information as may from time to time be
recommended by the CMSA for commercial
mortgage securities transactions
generally.
"CMSA Website":
The CMSA's website located at "www.cmbs.org" or such
other primary website as the CMSA may
establish for dissemination of its
report forms.
"Code": The
Internal Revenue Code of 1986, as amended, and applicable
temporary or final regulations of the U.S.
Department of the Treasury
promulgated thereunder.
"Collection
Account": One or more segregated accounts created and
maintained by the Master Servicer pursuant
to Section 3.04(a) on behalf of the
Trustee in trust for the
Certificateholders, which shall be entitled: "[Name
of Master Servicer], as Master Servicer for
[Name of Trustee], as Trustee, on
behalf of and in trust for the registered
holders of Merrill Lynch Mortgage
Trust 200_-_, Commercial Mortgage
Pass-Through Certificates, Series 200_-__".
"Collection
Period": Individually and collectively, as the context may
require: with respect to any Distribution
Date and each Mortgage Loan and any
successor REO Loan, the period commencing
on the day immediately following the
related Determination Date for such
Mortgage Loan for the preceding
Distribution Date (or, in the case of the
initial Distribution Date,
commencing immediately following the
Cut-off Date) and ending on and including
the related Determination Date for such
Mortgage Loan for the subject
Distribution Date. For the purposes of this
Agreement, with respect to any
Distribution Date, the Collection Period
that corresponds to that Distribution
Date (including, for example, but without
limitation, references to "the
related Collection Period") shall mean the
Collection Periods (determined in
accordance with the preceding sentence)
ending in the month in which such
Distribution Date occurs that are
applicable to the MLML Trust Mortgage Loans,
the [Mortgage Loan Seller #2] Trust
Mortgage Loans, the [Mortgage Loan Seller
#3] Trust Mortgage Loans or the [Mortgage
Loan Seller #4] Trust Mortgage
Loans, as applicable.
-25-
<PAGE>
"Commission":
The Securities and
Exchange Commission.
"Component": Any
of the ___ components of the Class XC Certificates (the
"Class XC Components") and the ___
components of the Class XP Certificates
(the "Class XP Components") listed in the
following table. The following table
also sets forth the month and year in which
the Class XP Termination Date for
each Class XP Component occurs and the
Corresponding Certificates for each
Component.
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------
Class Designation of
Class XC
Class XP
Class XP
Corresponding
Component
Component
Termination Date
Certificates
--------------------------------------------------------------------------------------------
<S>
<C>
<C>
<C>
[XC-A-1-1
[N/A
N/A
[A-1
--------------------------------------------------------------------------------------------
XC-A-1-2
XP-A-1-2
A-1
--------------------------------------------------------------------------------------------
XC-A-1-3
XP-A-1-3
A-1
--------------------------------------------------------------------------------------------
XC-A-1-4
XP-A-1-4
A-1
--------------------------------------------------------------------------------------------
XC-A-2-1
XP-A-2-1
A-2
--------------------------------------------------------------------------------------------
XC-A-2-2
XP-A-2-2
A-2
--------------------------------------------------------------------------------------------
XC-A-2-3
XP-A-2-3
A-2
--------------------------------------------------------------------------------------------
XC-A-2-4
XP-A-2-4
A-2
--------------------------------------------------------------------------------------------
XC-A-2-5
XP-A-2-5
A-2
--------------------------------------------------------------------------------------------
XC-A-2-6
XP-A-2-6
A-2
--------------------------------------------------------------------------------------------
XC-A-2-7
XP-A-2-7
A-2
--------------------------------------------------------------------------------------------
XC-A-3A-1
XP-A-3A-1
A-3
--------------------------------------------------------------------------------------------
XC-A-3A-2
XP-A-3A-2
A-3
--------------------------------------------------------------------------------------------
XC-A-3B-1
XP-A-3B-1
A-3
--------------------------------------------------------------------------------------------
XC-A-3B-2
XP-A-3B-2
A-3
--------------------------------------------------------------------------------------------
XC-A-3B-3
XP-A-3B-3
A-3
--------------------------------------------------------------------------------------------
XC-A-SB-1
XP-A-SB-1
A-SB
--------------------------------------------------------------------------------------------
XC-A-SB-2
XP-A-SB-2
A-SB
--------------------------------------------------------------------------------------------
XC-A-SB-3
XP-A-SB-3
A-SB
--------------------------------------------------------------------------------------------
XC-A-4-1
XP-A-4-1
A-4
--------------------------------------------------------------------------------------------
XC-A-4-2
XP-A-4-2
A-4
--------------------------------------------------------------------------------------------
XC-A-4-3
XP-A-4-3
A-4
--------------------------------------------------------------------------------------------
XC-A-4-4
XP-A-4-4
A-4
--------------------------------------------------------------------------------------------
XC-A-4-5
XP-A-4-5
A-4
--------------------------------------------------------------------------------------------
XC-AM
XP-AM
AM
--------------------------------------------------------------------------------------------
XC-AJ
XP-AJ
AJ
--------------------------------------------------------------------------------------------
XC-B
XP-B
B
--------------------------------------------------------------------------------------------
XC-C-1
XP-C-1
C
--------------------------------------------------------------------------------------------
XC-C-2
XP-C-2
C
--------------------------------------------------------------------------------------------
XC-D-1
XP-D-1
D
--------------------------------------------------------------------------------------------
XC-D-2
XP-D-2
D
--------------------------------------------------------------------------------------------
XC-D-3
XP-D-3
D
--------------------------------------------------------------------------------------------
XC-D-4
XP-D-4
D
--------------------------------------------------------------------------------------------
XC-D-5
XP-D-5
D
--------------------------------------------------------------------------------------------
-26-
<PAGE>
--------------------------------------------------------------------------------------------
Class Designation of
Class XC
Class XP
Class XP
Corresponding
Component
Component
Termination Date
Certificates
--------------------------------------------------------------------------------------------
XC-E-1
XP-E-1
E
--------------------------------------------------------------------------------------------
XC-E-2
XP-E-2
E
--------------------------------------------------------------------------------------------
XC-E-3
XP-E-3
E
--------------------------------------------------------------------------------------------
XC-F-1
XP-F-1
F
--------------------------------------------------------------------------------------------
XC-F-2
XP-F-2
F
--------------------------------------------------------------------------------------------
XC-F-3
XP-F-3
F
--------------------------------------------------------------------------------------------
XC-G-1
XP-G-1
G
--------------------------------------------------------------------------------------------
XC-G-2
XP-G-2
G
--------------------------------------------------------------------------------------------
XC-H-1
XP-H-1
H
--------------------------------------------------------------------------------------------
XC-H-2
XP-H-2
H
--------------------------------------------------------------------------------------------
XC-J-1
XP-J-1
J
--------------------------------------------------------------------------------------------
XC-J-2
XP-J-2
J
--------------------------------------------------------------------------------------------
XC-K
XP-K
K
--------------------------------------------------------------------------------------------
XC-L
XP-L
L
--------------------------------------------------------------------------------------------
XC-M
N/A
N/A
M
--------------------------------------------------------------------------------------------
XC-N
N/A
N/A
N
--------------------------------------------------------------------------------------------
XC-P
N/A
N/A
P
--------------------------------------------------------------------------------------------
XC-Q] N/A] N/A Q]
--------------------------------------------------------------------------------------------
</TABLE>
"Component
Notional Amount": With respect to each Component and any date
of determination, an amount equal to the
then REMIC I Principal Balance of its
Corresponding REMIC I Regular Interest.
"Controlling
Class": As of any date of determination, the most
subordinate Class of Sequential Pay
Certificates (based on the payment
priorities set forth in Section 4.01(a))
that has a Class Principal Balance
that is greater than 25% of the Original
Class Principal Balance thereof
(without considering any Appraisal
Reduction Amounts); provided, however, that
if no Class of Sequential Pay Certificates
has a Class Principal Balance that
satisfies such requirement, then the
Controlling Class shall be the most
subordinate outstanding Class of Sequential
Pay Certificates (based on the
payment priorities set forth in Section
4.01(a)) with a Class Principal
Balance greater than zero. With respect to
determining and exercising the
rights of the Controlling Class, the Class
A Senior Certificates shall
collectively be deemed a single Class of
Certificates.
"Controlling
Class Representative": As defined in Section 3.25.
"Corporate Trust
Office": The principal corporate trust office of the
Trustee at which at any particular time its
corporate trust business with
respect to this Agreement shall be
administered, which office at the date of
the execution of this Agreement is located
at _____________________________,
Attention:_____________________________.
"Corrected
Mortgage Loan": Any Serviced Mortgage Loan that had been a
Specially Serviced Mortgage Loan but has
ceased to be a Specially Serviced
Mortgage Loan in accordance with the
definition of "Specially Serviced
Mortgage Loan". Unless it is serviced
hereunder pursuant to
-27-
<PAGE>
Section 3.28, the [Blackacre] Trust
Mortgage Loan shall not constitute a
Corrected Mortgage Loan under this
Agreement.
"Corresponding
Certificates": With respect to any REMIC I Regular
Interest, the Class of Sequential Pay
Certificates for which such REMIC I
Regular Interest is the Corresponding REMIC
I Regular Interest or one of the
Corresponding REMIC I Regular Interests.
With respect to any Component, the
Class of Sequential Pay Certificates
designated as the "Corresponding
Certificates" for such Component in the
definition of "Component".
"Corresponding
Class XP Component": With respect to any Class XC
Component, the Class XP Component (if any)
that, with the replacement of "XP-"
with "XC-" at the beginning of its
designation, has the same alphanumeric
designation as such Class XC Component.
"Corresponding
REMIC I Regular Interest": As defined in the Preliminary
Statement with respect to any Class of
Sequential Pay Certificates. With
respect to any Component, the REMIC I
Regular Interest that, with the
replacement of "L" with "XC" or "XP", as
applicable, at the beginning of its
designation, has the same alphabetic or
alphanumeric designation as such
Component.
"Crossed Loan":
As defined in Section 2.03(a). The Mortgage Loans
comprising a Loan Combination shall not be
deemed to be Crossed Loans for
purposes of this Agreement.
"Crossed Loan
Group": As defined in Section 2.03(a).
"Custodian": A
Person who is at any time appointed by the Trustee
pursuant to Section 8.11 as a document
custodian for the Mortgage Files, which
Person shall not be the Depositor, a
Mortgage Loan Seller or an Affiliate of
the Depositor or a Mortgage Loan Seller. If
no such custodian has been
appointed or if such custodian has been so
appointed, but the Trustee shall
have terminated such appointment, then the
Trustee shall be the Custodian.
"Cut-off Date":
Individually and collectively, as the context may
require: ____ _______.
"Cut-off Date
Balance": With respect to any Mortgage Loan, the
outstanding principal balance of such
Mortgage Loan as of the Cut-off Date,
after application of all unscheduled
payments of principal received on or
before such date and the principal
component of all Periodic Payments due on
or before such date, whether or not
received.
"DBRS": Dominion
Bond Rating Service, Inc. or its successor in interest.
If neither such Rating Agency nor any
successor remains in existence, "DBRS"
shall be deemed to refer to such other
nationally recognized statistical
rating organization or other comparable
Person designated by the Depositor,
notice of which designation shall be given
to the Trustee, the Master Servicer
and the Special Servicer and the Fiscal
Agent, and specific ratings of DBRS
herein referenced shall be deemed to refer
to the equivalent ratings of the
party so designated.
"Debt Service
Coverage Ratio": With respect to any Mortgage Loan, as of
any date of determination, the ratio of (x)
the annualized Net Operating
Income (before payment of any debt service
on such Mortgage Loan generated by
the related Mortgaged Property during the
most recently ended period of not
less than six months and not more than
twelve months for which financial
statements, if available (whether or not
audited) have been received by or on
behalf of the related Mortgage Loan
-28-
<PAGE>
Seller (prior to the Closing Date or, in
the case of a Qualified Substitute
Mortgage Loan, prior to the relevant date
of determination) or the Master
Servicer or the Special Servicer or, in the
case of the [Blackacre] Trust
Mortgage Loan, the [Other Series]
Applicable Servicer (following the Closing
Date), to (y) twelve times the amount of
the Periodic Payment in effect for
such Mortgage Loan as of such date of
determination or, in the case of the
[Blackacre] Trust Mortgage Loan (if it is
serviced hereunder pursuant to
Section 3.28), twelve times the amount of
the aggregate Periodic Payment in
effect for the [Blackacre] Trust Mortgage
Loan and the [Blackacre] Pari Passu
Non-Trust Loan as of such date of
determination.
"Default
Charges": Penalty Interest and/or late payment charges that are
paid or payable, as the context may
require, in respect of any Mortgage Loan
or REO Loan.
"Defaulted
Mortgage Loan": A Serviced Mortgage Loan: (i) that is (A)
delinquent 60 days or more in respect of a
Periodic Payment (not including the
Balloon Payment) or (B) delinquent one day
in respect of its Balloon Payment
or, if the Master Servicer receives, prior
to the Due Date of such Balloon
Payment, written evidence from an
institutional lender of such lender's
binding commitment to refinance such
Mortgage Loan, for such longer period
beyond the Due Date ending on the earlier
of (1) 60 days after the Due Date of
such Balloon Payment and (2) the expiration
of the refinancing commitment, in
either case such delinquency to be
determined (except as otherwise provided
above) without giving effect to any grace
period permitted by the related
Mortgage or Mortgage Note and without
regard to any acceleration of payments
under the related Mortgage and Mortgage
Note; or (ii) as to which the Special
Servicer has, by written notice to the
related Mortgagor, accelerated the
maturity of the indebtedness evidenced by
the related Mortgage Note.
"Defaulting
Party": As defined in Section 7.01(b).
"Defeasance
Collateral": With respect to any Defeasance Loan, the United
States government obligations required or
permitted to be pledged in lieu of
prepayment pursuant to the terms
thereof.
"Defeasance
Loan": Any Mortgage Loan which permits or requires the
related Mortgagor (or permits the holder of
such Mortgage Loan to require the
related Mortgagor) to pledge Defeasance
Collateral to such holder in lieu of
prepayment.
"Deficient
Valuation": With respect to any Mortgage Loan, a valuation by
a court of competent jurisdiction of the
Mortgaged Property in an amount less
than (i) in the case of a Trust Mortgage
Loan other than the [Blackacre] Trust
Mortgage Loan, the then outstanding
principal balance of such Mortgage Loan,
and (ii) in the case of the [Blackacre]
Trust Mortgage Loan, the
then-aggregate outstanding principal
balance of such Mortgage Loan and the
[Blackacre] Pari Passu Non-Trust Loan,
which valuation results from a
proceeding initiated under the Bankruptcy
Code. With respect to any Mortgage
Loan in the [Blackacre] Loan Combination
other than the [Blackacre] Trust
Mortgage Loan, if the [Blackacre] Loan
Combination is being serviced hereunder
pursuant to Section 3.28, a valuation by a
court of competent jurisdiction of
the Mortgaged Property in an amount less
than the then-aggregate outstanding
principal balance of such Mortgage Loan and
all other Mortgage Loans in such
Loan Combination that are senior to, or
pari passu with, such Mortgage Loan,
which valuation results from a proceeding
initiated under the Bankruptcy Code.
"Definitive
Certificates": As defined in Section 5.03(a).
-29-
<PAGE>
"Definitive
Non-Registered Certificate": Any Definitive Certificate that
is a Non-Registered Certificate.
"Depositor":
Merrill Lynch Mortgage Investors, Inc. or its successor in
interest.
"Depository":
The Depository Trust Company, or any successor depository
hereafter named as contemplated by Section
5.03(c). The nominee of the initial
Depository for purposes of registering
those Certificates that are to be
Book-Entry Certificates, is Cede & Co.
The Depository shall at all times be a
"clearing corporation" as defined in
Section 8-102(3) of the Uniform
Commercial Code of the State of New York
and a "clearing agency" registered
pursuant to the provisions of Section 17A
of the Securities Exchange Act of
1934, as amended.
"Depository
Participant": A broker, dealer, bank or other financial
institution or other Person for whom from
time to time the Depository effects
book-entry transfers and pledges of
securities deposited with the Depository.
"Determination
Date": For any Distribution Date, (i) with respect to each
Mortgage Loan that has a Due Date on or
prior to the fourth Business Day prior
to such Distribution Date, the fourth
Business Day prior to such Distribution
Date, (ii) with respect to the [Blackacre]
Trust Mortgage Loan, the
[Blackacre] Early Remittance Date and (iii)
with respect to each other
Mortgage Loan, the Due Date for such
Mortgage Loan in the month in which such
Distribution Date occurs. For the purposes
of this Agreement, with respect to
any Distribution Date, the "Determination
Date" that corresponds to that
Distribution Date (including, for example,
but without limitation, references
to "the related Determination Date") shall
mean the Determination Dates
(determined in accordance with the
preceding sentence) occurring in the same
month as such Distribution Date that are
applicable to the Mortgage Pool.
"Determination
Information": As defined in Section 3.18(b).
"Directly
Operate": With respect to any Administered REO Property, the
furnishing or rendering of services to the
tenants thereof, the management of
such Administered REO Property, the holding
of such Administered REO Property
primarily for sale or lease or the
performance of any construction work
thereon, in each case other than through an
Independent Contractor; provided,
however, that the Trustee (or the Special
Servicer or any Sub-Servicer on
behalf of the Trustee) shall not be
considered to Directly Operate an
Administered REO Property solely because
the Trustee (or the Special Servicer
or any Sub-Servicer on behalf of the
Trustee) establishes rental terms,
chooses tenants, enters into or renews
leases, deals with taxes and insurance,
or makes decisions as to repairs or capital
expenditures with respect to such
Administered REO Property.
"Discount Rate":
With respect to any prepaid Trust Mortgage Loan or Trust
REO Loan for purposes of allocating any
Prepayment Premium or Yield
Maintenance Charge received thereon or with
respect thereto among the
respective Classes of the Sequential Pay
Certificates (other than any Excluded
Class thereof), an amount equal to the
discount rate stated in the Mortgage
Loan documents related to such Trust
Mortgage Loan or Trust REO Loan used in
calculating the related Prepayment Premium
or Yield Maintenance Charge;
provided that, if a discount rate is not
stated thereon, the "Discount Rate"
will be an amount equal to the yield (when
compounded monthly) on the U.S.
Treasury issue (primary issue) with a
maturity date closest to the maturity
date or Anticipated Repayment Date, as
applicable, for such prepaid Trust
Mortgage Loan or Trust REO Loan. In the
event there are two or
-30-
<PAGE>
more such U.S. Treasury issues (a) with the
same coupon, the issue with the
lowest yield shall apply, and (b) with
maturity dates equally close to the
maturity date or Anticipated Repayment
Date, as applicable, for the prepaid
Trust Mortgage Loan or Trust REO Loan, the
issue with the earliest maturity
date shall apply.
"Disqualified
Non-United States Tax Person": With respect to any Residual
Certificate, any Non-United States Tax
Person or agent thereof other than: (1)
a Non-United States Tax Person that (a)
holds such Residual Certificate and,
for purposes of Treasury regulations
Section 1.860G-3(a)(3), is subject to tax
under Section 882 of the Code, (b)
certifies that it understands that, for
purposes of Treasury regulations Section
1.860E-1(c)(4)(ii), as a holder of
such Residual Certificate for United States
federal income tax purposes, it
may incur tax liabilities in excess of any
cash flows generated by such
Residual Certificate and intends to pay
taxes associated with holding such
Residual Certificate, and (c) has furnished
the Transferor and the Trustee
with an effective IRS Form W-8ECI or
successor form and has agreed to update
such form as required under the applicable
Treasury regulations; or (2) a
Non-United States Tax Person that has
delivered to the Transferor, the Trustee
and the Certificate Registrar an opinion of
nationally recognized tax counsel
to the effect that (x) the Transfer of such
Residual Certificate to it is in
accordance with the requirements of the
Code and the regulations promulgated
thereunder and (y) such Transfer of such
Residual Certificate will not be
disregarded for United States federal
income tax purposes.
"Disqualified
Organization": (i) the United States, any State or
political subdivision thereof, a foreign
government, an international
organization, or any agency or
instrumentality of any of the foregoing, (ii)
any organization (other than certain
farmers' cooperatives described in
Section 521 of the Code) that is exempt
from the tax imposed by Chapter 1 of
the Code (including the tax imposed by
Section 511 of the Code on unrelated
business taxable income), (iii) rural
electric and telephone cooperatives
described in Section 1381 of the Code and
(iv) any other Person so designated
by the Trustee or the REMIC Administrator
based upon an Opinion of Counsel
that the holding of an Ownership Interest
in a Residual Certificate by such
Person may cause the Trust or any Person
having an Ownership Interest in any
Class of Certificates (other than such
Person) to incur a liability for any
federal tax imposed under the Code that
would not otherwise be imposed but for
the Transfer of an Ownership Interest in a
Residual Certificate to such
Person. The terms "United States", "State"
and "international organization"
shall have the meanings set forth in
Section 7701 of the Code or successor
provisions.
"Disqualified
Partnership": Any domestic entity classified as a
partnership under the Code, if any of its
beneficial owners are Disqualified
Non-United States Tax Persons.
"Distributable
Certificate Interest": With respect to any Class of
Regular Certificates for any Distribution
Date, the Accrued Certificate
Interest in respect of such Class of
Certificates for such Distribution Date,
reduced (other than with respect to the
Class X Certificates) (to not less
than zero) by the product of (a) any Net
Aggregate Prepayment Interest
Shortfall for such Distribution Date,
multiplied by (b) a fraction, expressed
as a decimal, the numerator of which is the
Accrued Certificate Interest in
respect of such Class of Certificates for
such Distribution Date, and the
denominator of which is the aggregate
Accrued Certificate Interest in respect
of all the Classes of Sequential Pay
Certificates for such Distribution Date;
provided that, if the aggregate Class
Principal Balance of the Sequential Pay
Certificates is reduced as a result of a
Realized Loss caused by a diversion
of principal collections on the Mortgage
Pool to reimburse Nonrecoverable
Advances and/or pay interest thereon as
contemplated by
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Section 1.02, and if there is a subsequent
recovery of such amounts that
results in the reinstatement of the Class
Principal Balance of any one or more
Classes of Sequential Pay Certificates as
provided in the definition of "Class
Principal Balance", then the amount of
Distributable Certificate Interest with
respect to each Class of Regular
Certificates for the next succeeding
Distribution Date shall be increased by the
amount of any and all additional
Distributable Certificate Interest that
would have been payable with respect
to the subject Class of Regular
Certificates if such diversion of principal
and the corresponding allocation of a
Realized Loss (up to the amount of the
reinstated balances) had not occurred.
"Distribution
Account": The segregated account or accounts created and
maintained by the Trustee pursuant to
Section 3.04(b) which shall be entitled
"[Name of Trustee], as Trustee, in trust
for the registered holders of Merrill
Lynch Mortgage Trust 200_-_, Commercial
Mortgage Pass-Through Certificates,
Series 200_-__".
"Distribution
Date": During any given month, the __ day of such month, or
if the __ day is not a Business Day, the
next succeeding Business Day,
commencing in ________, _______.
"Distribution
Date Statement": As defined in Section 4.02(a).
"Document
Defect": As defined in Section 2.03(a).
"Due Date": With
respect to (i) any Mortgage Loan on or prior to its
Stated Maturity Date, the day of the month
set forth in the related Mortgage
Note on which each Periodic Payment on such
Mortgage Loan is scheduled to be
first due; (ii) any Mortgage Loan after its
Stated Maturity Date, the day of
the month set forth in the related Mortgage
Note on which each Periodic
Payment on such Mortgage Loan had been
scheduled to be first due; and (iii)
any REO Loan, the day of the month set
forth in the related Mortgage Note on
which each Periodic Payment on the related
Mortgage Loan had been scheduled to
be first due.
"Eligible
Account": Any of (i) an account maintained with a federal or
state chartered depository institution or
trust company, and (a) with respect
to deposits held for 30 days or more in
such account, the long-term deposit or
unsecured debt obligations of which are
rated at least ["AA" by DBRS (if then
rated by DBRS and, if not so rated, then
the equivalent rating by two other
nationally recognized statistical rating
organizations, which may include any
two of Fitch, Moody's and S&P)][, "AA"
by Fitch][, "Aa3" by Moody's (if then
rated by Moody's)] [and AA" by S&P (or
"A " provided the short-term unsecured
debt obligations are rated at least "A-1"
by S&P)] (or, with respect to any
such Rating Agency, such lower rating as
will not result in an Adverse Rating
Event, as evidenced in writing by the
applicable Rating Agency), at any time
such funds are on deposit therein, or (b)
with respect to deposits held for
less than 30 days in such account, the
short-term deposits of which are rated
at least ["R-1" by DBRS (if then rated by
DBRS and, if not so rated, then the
equivalent rating by two other nationally
recognized statistical rating
organizations, which may include any two of
Fitch, Moody's and S&P)][, "F-1"
by Fitch][, "P-1" by Moody's (if then rated
by Moody's)][and "A-1" by S&P]
(or, with respect to any such Rating
Agency, such lower rating as will not
result in an Adverse Rating Event) as
evidenced in writing by the applicable
Rating Agency at any time such funds are on
deposit therein, (ii) a segregated
trust account or accounts maintained with a
federal or state chartered
depository institution or trust company
acting in its fiduciary capacity,
which, in the case of a state chartered
depository institution or trust
company, is subject to regulations
regarding fiduciary funds on deposit
therein substantially similar to 12 C.F.R.
ss. 9.10(b), having in either case
a combined capital and surplus of at least
$50,000,000 and subject to
supervision or examination by federal or
state authority, or (iii) any
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other account the use of which would not,
in and of itself, cause an Adverse
Rating Event, as confirmed in writing by
each Rating Agency.
"Environmental
Assessment": A "Phase I assessment" as described in, and
meeting the criteria of, (i) Chapter 5 of
the FNMA Multifamily Guide or any
successor provisions covering the same
subject matter in the case of a
Specially Serviced Mortgage Loan as to
which the related Mortgaged Property is
multifamily property or (ii) the American
Society for Testing and Materials in
the case of Specially Serviced Mortgage
Loan as to which the related Mortgaged
Property is not multifamily property.
"ERISA": The
Employee Retirement Income Security Act of 1974, as amended.
"Escrow
Payment": Any payment received by the Master Servicer or the
Special Servicer for the account of any
Mortgagor for application toward the
payment of real estate taxes, assessments,
insurance premiums, ground rents
(if applicable) and other similar items in
respect of the related Mortgaged
Property.
"Event of
Default": One or more of the events described in Section
7.01(a).
"Excess
Servicing Strip": With respect to each Mortgage Loan and REO
Loan, that portion of the Master Servicing
Fee for such Mortgage Loan or REO
Loan that represents interest accrued at
the related Excess Servicing Strip
Rate.
"Excess
Servicing Strip Rate": With respect to each Mortgage Loan and
REO
Loan, the excess of (x) the Master
Servicing Fee Rate for such Mortgage Loan
or REO Loan over (y) the sum of (i) ___%
(__ basis point(s) per annum and (ii)
with respect to any Mortgage Loan or REO
Loan that is a Serviced Mortgage Loan
or Serviced REO Loan that is not primary
serviced by [Name of Master
Servicer], the primary servicing fee rate,
if any, for such Mortgage Loan or
REO Loan; provided that the Excess
Servicing Strip Rate with respect to each
Mortgage Loan and REO Loan shall be subject
to reduction by the Trustee
pursuant to Section 3.11(a).
"Exchange Act":
The Securities Exchange Act of 1934, as amended.
"Exchange Act
Report": Any report required to be filed with the
Commission pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act.
"Excluded
Class": Any Class of Sequential Pay Certificates [other than
the Class A-1, Class A-2, Class A-3A, Class
A-3B, Class A-SB, Class A-4, Class
AM, Class AJ, Class B, Class C, Class D,
Class E, Class F, Class G and Class
H] Certificates.
"Exemption":
Either of Department of Labor Prohibited Transaction
Exemption ("PTE") 90-29 or PTE
________________ (as amended by PTE 97-34, PTE
2000-58 and PTE 2002-41), as each may be
amended from time to time, or any
successor thereto, all as issued by the
U.S. Department of Labor.
"Exemption-Favored Party": Any of (i) MLPF&S or _____________,
(ii) any
Person directly or indirectly, through one
or more intermediaries,
controlling, controlled by or under common
control with MLPF&S or
_________________, and (iii) any member of
any underwriting syndicate
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or selling group of which any Person
described in clauses (i) or (ii) is a
manager or co-manager with respect to a
Class of Investment Grade
Certificates.
"FDIC": Federal
Deposit Insurance Corporation or any successor.
"FHLMC": Federal
Home Loan Mortgage Corporation or any successor.
"Final Recovery
Determination": A determination by the Special Servicer
with respect to any Specially Serviced
Mortgage Loan, Corrected Mortgage Loan
or Administered REO Property (other than a
Mortgage Loan or REO Property, as
the case may be, that was purchased or
replaced by any of the Mortgage Loan
Sellers pursuant to the applicable Mortgage
Loan Purchase Agreement, or that
was purchased by the Plurality Subordinate
Certificateholder or the Special
Servicer or any assignee of the foregoing
pursuant to Section 3.18, by the
related B-Noteholder (in the case of an
A-Note Trust Mortgage Loan) or by a
[Blackacre] Subordinate Noteholder (in the
case of the [Blackacre] Trust
Mortgage Loan) pursuant to the [Blackacre]
Intercreditor Agreement or by the
Master Servicer, the Special Servicer or
the Plurality Subordinate
Certificateholder pursuant to Section 9.01)
that there has been a recovery of
all Insurance Proceeds, Liquidation
Proceeds, REO Revenues and other payments
or recoveries that the Special Servicer has
determined, in accordance with the
Servicing Standard, will be ultimately
recoverable (without regard to any
[Blackacre] Control Retention Collateral);
provided that the term "Final
Recovery Determination" shall include any
comparable determination made by the
[Other Series] Special Servicer pursuant to
the [Other Series] Pooling and
Servicing Agreement with respect to the
[Blackacre] Trust Mortgage Loan or any
related [Blackacre] REO Property.
"Fiscal Agent":
[Name of Fiscal Agent], its successor in interest, or any
successor fiscal agent appointed as herein
provided.
"Fitch": Fitch,
Inc. or its successor in interest. If neither such Rating
Agency nor any successor remains in
existence, "Fitch" shall be deemed to
refer to such other nationally recognized
statistical rating organization or
other comparable Person designated by the
Depositor, notice of which
designation shall be given to the Trustee,
the Master Servicer, the Special
Servicer and the Fiscal Agent, and specific
ratings of Fitch herein referenced
shall be deemed to refer to the equivalent
ratings of the party so designated.
"FNMA": Federal
National Mortgage Association or any successor.
"Form 8-K": Form
8-K under the Exchange Act and/or any successor or
equivalent form(s) adopted by the
Commission.
"Form 8-K
Current Report": A current report on Form 8-K.
"Form 10-D":
Form 10-D under the Exchange Act and/or any
successor or equivalent form(s) adopted by
the Commission.
"Form 10-D
Distribution Report": A distribution report on Form
10-D.
"Form 10-K":
Form 10-K under the Exchange Act and/or any successor or
equivalent form(s) adopted by the
Commission.
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"Form 10-K
Annual Report": An annual report on Form 10-K.
"Gain-on-Sale
Proceeds": With respect to any Trust Mortgage Loan or Trust
REO Loan, the excess, if any, of (i) any
and all Liquidation Proceeds
collected with respect to such Mortgage
Loan or the related REO Property, as
the case may be, net of any related
liquidation expenses, P&I Advances,
Servicing Advances, Principal Recovery
Fees, interest on Advances, Master
Servicing Fees, Special Servicing Fees and
Additional Trust Fund Expenses, and
if applicable, further net of any portion
of such Liquidation Proceeds payable
to the related Non-Trust Noteholder(s) (if
any) and, in the case of the
[Blackacre] Trust Mortgage Loan or any
related [Blackacre] REO Property, to
the [Other Series] Applicable Servicer,
over (ii) the Purchase Price for such
Trust Mortgage Loan or Trust REO Loan, as
the case may be, on the date on
which such Liquidation Proceeds were
received.
"Gain-on-Sale
Reserve Account": A segregated custodial account (which may
be a sub-account of the Distribution
Account) created and maintained by the
Trustee pursuant to Section 3.04(f) in
trust for the Certificateholders, which
shall be entitled "[Name of Trustee], as
Trustee, in trust for the registered
holders of Merrill Lynch Mortgage Trust
200_-_, Commercial Mortgage
Pass-Through Certificates, Series 200_-__,
Gain-on-Sale Reserve Account".
"Global
Certificate": With respect to any Class of Book-Entry
Non-Registered Certificates, the related
Rule 144A Global Certificate.
"Grantor Trust
E": That certain "grantor trust" (within the meaning of
the Grantor Trust Provisions), the assets
of which consist of the Excess
Servicing Strip with respect to the
Mortgage Loans and any successor REO Loans
and amounts held from time to time in the
Collection Account that represent
the Excess Servicing Strip.
"Grantor Trust E
Assets": The segregated pool of assets of Grantor Trust
E.
"Grantor Trust
Provisions": Subpart E of Subchapter J of the Code.
"Grantor Trust
Z": That certain "grantor trust" (within the meaning of
the Grantor Trust Provisions), the assets
of which consist of any Additional
Interest with respect to the Trust ARD
Loans and any successor Trust REO Loans
after their respective Anticipated
Repayment Dates and amounts held from time
to time in the Collection Account and/or
the Additional Interest Account that
represent Additional Interest.
"Grantor Trust Z
Assets": The segregated pool of assets of Grantor Trust
Z.
"Ground Lease":
With respect to any Mortgage Loan for which the Mortgagor
has a leasehold interest in the related
Mortgaged Property or space lease
within such Mortgaged Property, the lease
agreement creating such leasehold
interest.
"Hazardous Materials": Any
dangerous, toxic or hazardous pollutants,
chemicals, wastes, or substances,
including, without limitation, those so
identified pursuant to CERCLA or any other
federal, state or local
environmental related laws and regulations
now existing or hereafter enacted,
and specifically including, without
limitation, asbestos and
asbestos-containing materials,
polychlorinated biphenyls ("PCBs"), radon gas,
petroleum and petroleum products and urea
formaldehyde.
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<PAGE>
"Holder": A
Certificateholder.
"Impound
Reserve": As defined in Section 3.16(c).
"Independent":
When used with respect to any specified Person, any such
Person who (i) is in fact independent of
the Depositor, the Mortgage Loan
Sellers, the Master Servicer, the Special
Servicer, the Controlling Class
Representative, the Trustee, the Fiscal
Agent and any and all Affiliates
thereof (and, with respect to any Loan
Combination, any of the related
Non-Trust Noteholder(s) and any and all
Affiliates thereof), (ii) does not
have any direct financial interest in or
any material indirect financial
interest in any of the Depositor, the
Mortgage Loan Sellers, the Master
Servicer, the Special Servicer, the
Controlling Class Representative, the
Trustee, the Fiscal Agent or any Affiliate
thereof (or, with respect to any
Loan Combination, any of the related
Non-Trust Noteholder(s) or any Affiliate
thereof), and (iii) is not connected with
the Depositor, the Mortgage Loan
Sellers, the Master Servicer, the
Controlling Class Representative, the
Special Servicer, the Trustee, the Fiscal
Agent or any Affiliate thereof (or,
with respect to any Loan Combination, any
of the related Non-Trust
Noteholder(s) or any Affiliate thereof) as
an officer, employee, promoter,
underwriter, trustee, partner, director or
Person performing similar
functions; provided, however, that a Person
shall not fail to be Independent
of the Depositor, any Mortgage Loan Seller,
the Master Servicer, the
Controlling Class Representative, the
Special Servicer, the Trustee, the
Fiscal Agent or any Affiliate thereof (or,
with respect to any Loan
Combination, any of the related Non-Trust
Noteholder(s) or any Affiliate
thereof) merely because such Person is the
beneficial owner of 1% or less of
any class of securities issued by the
Depositor, any Mortgage Loan Seller, the
Master Servicer, the Special Servicer, the
Controlling Class Representative,
the Trustee, the Fiscal Agent or any
Affiliate thereof (or, with respect to
any Loan Combination, any of the related
Non-Trust Noteholder(s) or any
Affiliate thereof), as the case may be.
"Independent
Appraiser": An Independent professional real estate
appraiser who is a member in good standing
of the Appraisal Institute, and, if
the State in which the subject Mortgaged
Property is located certifies or
licenses appraisers, certified or licensed
in such State, and in each such
case, who has a minimum of five years
experience in the subject property type
and market.
"Independent
Contractor": (a) Any Person that would be an "independent
contractor" with respect to REMIC I within
the meaning of Section 856(d)(3) of
the Code if REMIC I were a real estate
investment trust (except that the
ownership test set forth in that Section
shall be considered to be met by any
Person that owns, directly or indirectly,
35% or more of any Class of
Certificates, or such other interest in any
Class of Certificates as is set
forth in an Opinion of Counsel, which shall
be at no expense to the Master
Servicer, the Special Servicer, the
Trustee, the Fiscal Agent or the Trust
Fund, delivered to the Trustee (and, if a
Loan Combination is involved, to the
related Non-Trust Noteholder(s)), provided
that (i) such REMIC does not
receive or derive any income from such
Person and (ii) the relationship
between such Person and such REMIC is at
arm's length, all within the meaning
of Treasury regulations Section
1.856-4(b)(5), or (b) any other Person upon
receipt by the Trustee (and, if a Loan
Combination is involved, by the related
Non-Trust Noteholder(s)) of an Opinion of
Counsel, which shall be at no
expense to the Master Servicer, the Special
Servicer, the Trustee, the Fiscal
Agent or the Trust Fund, to the effect that
the taking of any action in
respect of any Administered REO Property by
such Person, subject to any
conditions therein specified, that is
otherwise herein contemplated to be
taken by an Independent Contractor will not
cause such REO Property to cease
to qualify as "foreclosure property" within
the meaning of Section 860G(a)(8)
of the Code for purposes of Section 860D(a)
of the Code, or cause any income
realized in respect of such REO Property to
fail to
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qualify as Rents from Real Property, due to
such Person's failure to be
treated as an Independent Contractor.
"Initial
Purchaser": Each of MLPF&S and _____________.
"Institutional
Accredited Investor" or "IAI": An "accredited investor" as
defined in any of paragraphs (1), (2), (3)
and (7) of Rule 501(a) under the
Securities Act or any entity in which all
of the equity owners come within
such paragraphs.
"Insurance
Policy": With respect to any Mortgage Loan, any hazard
insurance policy, flood insurance policy,
title policy or other insurance
policy that is maintained from time to time
in respect of such Mortgage Loan
or the related Mortgaged Property.
"Insurance
Proceeds": Proceeds paid under any Insurance Policy, to the
extent such proceeds are not applied to the
restoration of the related
Mortgaged Property, released to the
Mortgagor, or any tenants or ground
lessors, as the case may be, pursuant to
the terms of the related Mortgage or
lease, in accordance with the Servicing
Standard.
"Insured
Environmental Event": As defined in Section 3.07(d).
"Interest
Accrual Period": With respect to any Distribution Date, the
calendar month immediately preceding the
calendar month in which such
Distribution Date occurs.
"Interest
Reserve Account": The segregated account (which may be a
sub-account of the Distribution Account)
created and maintained by the Trustee
pursuant to Section 3.04(c) in trust for
Certificateholders, which shall be
entitled "[Name of Trustee], as Trustee, on
behalf of and in trust for the
registered holders of Merrill Lynch
Mortgage Trust 200_-_, Commercial Mortgage
Pass-Through Certificates, Series
200_-__".
"Interest
Reserve Amount": With respect to each Interest Reserve Loan and
each Distribution Date that occurs in
February of each year subsequent to
_______ and in January of each year
subsequent to _______ that is not a leap
year, an amount equal to one day's interest
at the related Net Mortgage Rate
on the related Stated Principal Balance as
of the Due Date in the month in
which such Distribution Date occurs (but
prior to the application of any
amounts owed on such Due Date), to the
extent a Periodic Payment or P&I
Advance is made in respect thereof for such
Due Date as of the related P&I
Advance Date, in the case of a Periodic
Payment, or as of the related
Distribution Date, in the case of a P&I
Advance.
"Interest
Reserve Loan": Each Trust Mortgage Loan that is an Actual/360
Mortgage Loan and each Trust REO Loan that
relates to an Actual/360 Mortgage
Loan.
"Interested
Person": The Depositor, the Mortgage Loan Seller, the Master
Servicer, the Special Servicer, any
Independent Contractor hired by the
Special Servicer, any related Non-Trust
Noteholder, any Holder of a
Certificate or any Affiliate of any such
Person.
"Internet
Website": Either the Internet website maintained by the Trustee
(located at "www.etrustee.net" or such
other address as provided to the
parties hereto from time to time) or the
Internet website maintained by the
Master Servicer, as the case may be.
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"Investment
Account": As defined in Section 3.06(a).
"Investment
Grade Certificate": As of any date of determination, a
Certificate that is rated in one of the
four highest generic rating categories
by at least one Rating Agency.
"Investment
Period": With respect to any Distribution Date and (i) each
of the Collection Account, any Servicing
Account, any Reserve Account, any REO
Account and any Loan Combination Custodial
Account, the related Collection
Period and (ii) each of the Distribution
Account, the Interest Reserve
Account, the Additional Interest Account
and the Gain-on-Sale Reserve Account,
the related Trustee Investment Period.
"Late
Collections": With respect to any Mortgage Loan, all amounts
received thereon during any Collection
Period, other than Penalty Interest,
whether as payments, Insurance Proceeds,
Liquidation Proceeds or otherwise,
which represent late collections of the
principal and/or interest portions of
a Scheduled Payment (other than a Balloon
Payment) or an Assumed Periodic
Payment in respect of such Mortgage Loan
due or deemed due on a Due Date in a
previous Collection Period, and not
previously recovered. With respect to any
REO Loan, all amounts received in
connection with the related REO Property
during any Collection Period, other than
Penalty Interest, whether as
Insurance Proceeds, Liquidation Proceeds,
REO Revenues or otherwise, which
represent late collections of the principal
and/or interest portions of a
Scheduled Payment (other than a Balloon
Payment) or an Assumed Periodic
Payment in respect of the predecessor
Mortgage Loan or of an Assumed Periodic
Payment in respect of such REO Loan due or
deemed due on a Due Date in a
previous Collection Period and not
previously recovered.
"Liquidation
Event": With respect to any Mortgage Loan, any of the
following events: (i) such Mortgage Loan is
paid in full; (ii) a Final
Recovery Determination is made with respect
to such Mortgage Loan; (iii) such
Mortgage Loan is repurchased or replaced by
a Mortgage Loan Seller pursuant to
the applicable Mortgage Loan Purchase
Agreement; (iv) such Mortgage Loan is
purchased by the Plurality Subordinate
Certificateholder, the Special Servicer
or any assignee thereof pursuant to Section
3.18 or by the Master Servicer,
the Special Servicer or the Plurality
Subordinate Certificateholder pursuant
to Section 9.01; (v) in the case of an
A-Note Trust Mortgage Loan or the
[Blackacre] Trust Mortgage Loan, such
Mortgage Loan is purchased by the
related B-Noteholder (in the case of an
A-Note Trust Mortgage Loan) or by a
[Blackacre] Subordinate Noteholder (in the
case of the [Blackacre] Trust
Mortgage Loan) pursuant to the related Loan
Combination Intercreditor
Agreement; (vi) such Mortgage Loan is
purchased by a mezzanine lender pursuant
to the related mezzanine intercreditor
agreement; or (vii) such Mortgage Loan
is removed from the Trust by the Sole
Certificate Owner in connection with an
exchange of all of the outstanding
Certificates owned by the Sole Certificate
Owner for all of the Trust Mortgage Loans
and each REO Property remaining in
the Trust Fund pursuant to Section 9.01.
With respect to any REO Property (and
the related REO Loan), any of the following
events: (i) a Final Recovery
Determination is made with respect to such
REO Property; (ii) such REO
Property is purchased or replaced by a
Mortgage Loan Seller pursuant to the
applicable Mortgage Loan Purchase
Agreement; (iii) such REO Property is
purchased by the Master Servicer, the
Special Servicer or the Plurality
Subordinate Certificateholder pursuant to
Section 9.01; or (iv) such REO
Property is removed from the Trust Fund by
the Sole Certificate Owner in
connection with an exchange of all of the
outstanding Certificates owned by
the Sole Certificate Owner for all of the
Trust Mortgage Loans and each REO
Property remaining in the Trust Fund
pursuant to Section 9.01.
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"Liquidation
Proceeds": All cash amounts (other than Insurance Proceeds
and REO Revenues) received by the Master
Servicer or the Special Servicer in
connection with: (i) the taking of all or a
part of a Mortgaged Property or
REO Property by exercise of the power of
eminent domain or condemnation,
subject, however, to the rights of any
tenants and ground lessors, as the case
may be, and the rights of the Mortgagor
under the terms of the related
Mortgage; (ii) the liquidation of a
Mortgaged Property or other collateral
constituting security for a defaulted
Mortgage Loan, through trustee's sale,
foreclosure sale, REO Disposition or
otherwise, exclusive of any portion
thereof required to be released to the
related Mortgagor in accordance with
applicable law and the terms and conditions
of the related Mortgage Note and
Mortgage; (iii) the realization upon any
deficiency judgment obtained against
a Mortgagor; (iv) the purchase of a
Serviced Trust Defaulted Mortgage Loan by
the Plurality Subordinate
Certificateholder, the Special Servicer or any
assignee thereof pursuant to Section 3.18;
(v) the repurchase or substitution
of a Trust Mortgage Loan or REO Property by
a Mortgage Loan Seller, pursuant
to the applicable Mortgage Loan Purchase
Agreement; (vi) the purchase of a
Trust Mortgage Loan or REO Property by the
Master Servicer, the Special
Servicer, or the Plurality Subordinate
Certificateholder pursuant to Section
9.01; (vii) the purchase of an A-Note Trust
Mortgage Loan by the related
B-Noteholder or the purchase of the
[Blackacre] Trust Mortgage Loan by a
[Blackacre] Subordinate Noteholder, in each
case pursuant to the related Loan
Combination Intercreditor Agreement; (viii)
the purchase of a Mortgage Loan by
a mezzanine lender pursuant to the related
mezzanine intercreditor agreement;
(ix) the removal of a Mortgage Loan or REO
Property from the Trust Fund by the
Sole Certificate Owner in connection with
an exchange of all of the
outstanding Certificates owned by the Sole
Certificate Owner for all of the
Trust Mortgage Loans and each REO Property
remaining in the Trust Fund
pursuant to Section 9.01; or (x) except for
purposes of Section 3.11, any
[Blackacre] Control Retention Collateral
received from the [Other Series]
Special Servicer to cover losses and
expenses with respect to the [Blackacre]
Trust Mortgage Loan or, if the [Blackacre]
Loan Combination is serviced
hereunder pursuant to Section 3.28, any
[Blackacre] Control Retention
Collateral transferred to the related Loan
Combination Custodial Account,
subject to and in accordance with the terms
of Section 6.12(e), to cover
losses and expenses with respect to the
[Blackacre] Loan Combination.
"Loan
Combination": Any A/B Loan Combination or the [Blackacre] Loan
Combination, as the case may be. The term
"Loan Combination" shall include any
successor REO Loans with respect to the
applicable Mortgage Loans comprising
such Loan Combination. For purposes of this
Agreement, the only Loan
Combination is the [Blackacre] Loan
Combination, which is comprised of
Mortgage Loans that are not Serviced
Mortgage Loans.
"Loan
Combination Custodial Account": With respect to any Loan
Combination, the separate account (which
may be a sub-account of the
Collection Account) created and maintained
by the Master Servicer pursuant to
Section 3.04(h) and held on behalf of the
Certificateholders and the related
Non-Trust Noteholder, which shall be
entitled substantially as follows: "[Name
of Master Servicer], as Master Servicer for
[Name of Trustee], as Trustee, on
behalf of and in trust for the registered
holders of Merrill Lynch Mortgage
Trust 200_-_, Commercial Mortgage
Pass-Through Certificates, Series 200_-__,
and [name of the related Non-Trust
Noteholder(s)], as their interests may
appear". Any such account shall be an
Eligible Account.
"Loan
Combination Intercreditor Agreement": With respect to each Loan
Combination, each intercreditor agreement
(including the [Blackacre]
Intercreditor Agreement) in effect between
(i) the Trust Fund as holder of the
related Trust Mortgage Loan and (ii) the
Non-Trust Noteholder(s).
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"Loan
Combination Mortgaged Property": The Mortgaged Property securing
a
Loan Combination.
"Loan
Combination REO Account": With respect to each Loan Combination,
a
segregated account or accounts created and
maintained by the Special Servicer
pursuant to Section 3.16 on behalf of the
Trustee, in trust for the
Certificateholders, and the related
Non-Trust Noteholder, which shall be
entitled "[Name of Master Servicer], as
Special Servicer for [Name of
Trustee], as Trustee in trust for
registered holders of Merrill Lynch Mortgage
Trust 200_-_, Commercial Mortgage
Pass-Through Certificates, Series 200_-__,
and [name of the related Non-Trust
Noteholder(s)], as their interests may
appear".
"Loan
Combination REO Property": With respect to each Loan
Combination,
the related Mortgaged Property if such
Mortgaged Property is acquired on
behalf and in the name of the Trust Fund,
for the benefit of the
Certificateholders, and the related
Non-Trust Noteholder, as their interests
may appear, through foreclosure, acceptance
of a deed-in-lieu of foreclosure
or otherwise in accordance with applicable
law in connection with the default
or imminent default of such Loan
Combination.
"Loan-to-Value
Ratio": With respect to any Mortgage Loan, as of any date
of determination, a fraction, expressed as
a percentage, the numerator of
which is (i) the then current principal
amount of such Mortgage Loan, or (ii)
in the case of the [Blackacre] Trust
Mortgage Loan, the then aggregate current
principal amount of the [Blackacre] Trust
Mortgage Loan and the [Blackacre]
Pari Passu Non-Trust Loan, in each case as
adjusted in accordance with the
considerations specified in Section
3.08(a)(i), and the denominator of which
is the Appraised Value of the related
Mortgaged Property.
"Master
Servicer": [Name of Master Servicer], its successor in
interest,
or any successor master servicer appointed
as herein provided.
"Master
Servicing Fee": With respect to each Mortgage Loan and any
successor REO Loan with respect thereto,
the fee payable to the Master
Servicer pursuant to Section 3.11(a).
"Master
Servicing Fee Rate": With respect to each Trust Mortgage Loan,
the per annum rate equal to the sum of the
rates set forth under the columns
"Master Servicing Fee Rate", "Primary
Servicing Fee Rate" and "Sub-Servicer
Fee Rate" on the Mortgage Loan Schedule,
and with respect to each Non-Trust
Loan, or any successor REO Loan with
respect thereto, the per annum rate at
which any related Master Servicing Fee is
permitted to be calculated under the
related Loan Combination Intercreditor
Agreement. Notwithstanding the
foregoing, for purposes of determining the
amount of servicing compensation
actually payable to the Master Servicer in
respect of the [Blackacre] Trust
Mortgage Loan pursuant to Section 3.11(a),
only the rate (___%) set forth
under the column "Master Servicing Fee
Rate" shall be taken into account.
"Merrill
Mortgage Loan Purchase Agreement": That certain mortgage loan
purchase agreement, dated as of _______,
_______, between the Depositor and
MLMLI and relating to the transfer of the
Merrill Trust Mortgage Loans to the
Depositor.
"Merrill Trust
Mortgage Loans": Each of the Trust Mortgage Loans
transferred and assigned to the Depositor
pursuant to the Merrill Mortgage
Loan Purchase Agreement.
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"MLMLI": Merrill
Lynch Mortgage Lending, Inc. or its successor in
interest.
"MLPF&S":
Merrill Lynch, Pierce, Fenner & Smith Incorporated, a
Delaware
corporation, or its successor in
interest.
"Moody's":
Moody's Investors Service, Inc. or its successor in interest.
If neither such Rating Agency nor any
successor remains in existence,
"Moody's" shall be deemed to refer to such
other nationally recognized
statistical rating organization or other
comparable Person designated by the
Depositor, notice of which designation
shall be given to the Trustee, the
Master Servicer, the Special Servicer and
the Fiscal Agent, and specific
ratings of Moody's herein referenced shall
be deemed to refer to the
equivalent ratings of the party so
designated.
"Mortgage": With
respect to any Mortgage Loan, the mortgage, deed of
trust, deed to secure debt or similar
instrument that secures the Mortgage
Note and creates a lien on the fee or
leasehold interest in the related
Mortgaged Property.
"Mortgage
File":
(a) With respect
to any Serviced Trust Mortgage Loan and, in the case of
any Serviced Trust Mortgage Loan that is
part of a Loan Combination, also with
respect to the related Non-Trust Loan(s),
collectively the following documents
(which, in the case of a Loan Combination,
except for the Mortgage Notes
referred to in clause (i) of this
definition and any modifications thereof
referred to in clause (vi) of this
definition, relate to the entire Loan
Combination):
(i) (A) the original executed Mortgage Note for such Serviced
Trust
Mortgage Loan,
including any power of attorney related to the execution
thereof (or a
lost note affidavit and indemnity with a copy of such
Mortgage Note
attached thereto), together with any and all intervening
endorsements
thereon, endorsed on its face or by allonge attached thereto
(without
recourse, representation or warranty, express or implied) to
the
order of [Name
of Trustee], as trustee for the registered holders of
Merrill Lynch
Mortgage Trust 200_-_, Commercial Mortgage Pass-Through
Certificates,
Series 200_-__, or in blank, and (B) in the case of a Loan
Combination, a
copy of the executed Mortgage Note for each related
Non-Trust
Loan;
(ii) an original or a copy of the Mortgage, together with
originals
or copies of any
and all intervening assignments thereof, in each case
(unless not yet
returned by the applicable recording office) with
evidence of
recording indicated thereon or certified by the applicable
recording
office;
(iii) an original or a copy of any related Assignment of Leases
(if
such item is a
document separate from the Mortgage), together with
originals or
copies of any and all intervening assignments thereof, in
each case
(unless not yet returned by the applicable recording office)
with evidence of
recording indicated thereon or certified by the
applicable
recording office;
(iv) an original executed assignment, in recordable form (except
for
completion of
the assignee's name, if the assignment is delivered in
blank, and any
missing recording information) or a certified copy of that
assignment as
sent for recording, of (A) the Mortgage, (B) any related
Assignment of
Leases (if such item is a document separate from the
Mortgage) and
(C) any other
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recorded
document relating to such Serviced Trust Mortgage Loan
otherwise
included in the
Mortgage File, in favor of [Name of Trustee], as trustee
for the
registered holders of Merrill Lynch Mortgage Trust 200_-_,
Commercial Mortgage Pass-Through
Certificates, Series 200_-__ (or, in the
case of a Loan
Combination, in favor of [Name of Trustee], as trustee for
the registered
holders of Merrill Lynch Mortgage Trust 200_-_, Commercial
Mortgage
Pass-Through Certificates, Series 200_-__, and in its capacity
as lead lender
on behalf of the holder of the related Non-Trust Loan(s)),
or in blank;
(v) an original assignment of all unrecorded documents relating
to
the subject
Trust Mortgage Loan (to the extent not already assigned
pursuant to
clause (iv) above), in favor of [Name of Trustee], as trustee
for the
registered holders of Merrill Lynch Mortgage Trust 200_-_,
Commercial
Mortgage Pass-Through Certificates, Series 200_-__ (or, in the
case of a Loan
Combination, in favor of [Name of Trustee], as trustee for
the registered
holders of Merrill Lynch Mortgage Trust 200_-_, Commercial
Mortgage
Pass-Through Certificates, Series 200_-__, and in its capacity
as lead lender on
behalf of the holder of the related Non-Trust Loan(s)),
or in blank;
(vi) originals or copies of any consolidation, assumption,
substitution and
modification agreements in those instances where the
terms or
provisions of the Mortgage or Mortgage Note have been
consolidated or
modified or the subject Trust Mortgage Loan has been
assumed;
(vii) the original or a copy of the policy or certificate of
lender's title
insurance or, if such policy has not been issued or
located, an
original or a copy of an irrevocable, binding commitment
(which may be a
pro forma policy or a marked version of the policy that
has been
executed by an authorized representative of the title company
or
an agreement to
provide the same pursuant to binding escrow instructions
executed by an
authorized representative of the title company) to issue
such title
insurance policy;
(viii) any filed copies or other evidence of filing of any prior
UCC
Financing
Statements in favor of the originator of such Serviced Trust
Mortgage Loan or
in favor of any assignee prior to the Trustee (but only
to the extent
the Mortgage Loan Seller had possession of such UCC
Financing
Statements prior to the Closing Date) and, if there is an
effective UCC
Financing Statement in favor of the Mortgage Loan Seller on
record with the
applicable public office for UCC Financing Statements, a
UCC Financing
Statement assignment, in form suitable for filing in favor
of [Name of
Trustee], as trustee for the registered holders of Merrill
Lynch Mortgage
Trust 200_-_, Commercial Mortgage Pass-Through
Certificates,
Series 200_-__, as assignee (or, in the case of a Loan
Combination, in favor
of [Name of Trustee], as trustee for the registered
holders of
Merrill Lynch Mortgage Trust 200_-_, Commercial Mortgage
Pass-Through
Certificates, Series 200_-__, and in its capacity as lead
lender on behalf
of the holder of the related Non-Trust Loan(s)), or in
blank;
(ix) an original or a copy of any Ground Lease, guaranty or
ground
lessor
estoppel;
(x) any intercreditor agreement relating to permitted debt of
the
Mortgagor
(including, in the case of a Trust Mortgage Loan that is part
of a Loan
Combination, any related Loan Combination Intercreditor
Agreement) and
any intercreditor agreement relating to mezzanine debt
related to the
Mortgagor;
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(xi) an original or a copy of any loan agreement, any escrow or
reserve
agreement, any security agreement, any management agreement,
any
agreed upon
procedures letter, any lockbox or cash management agreements,
any
environmental reports or any letter of credit (which letter of
credit
shall not be
delivered in original form to the Trustee but rather to the
Master
Servicer), in each case relating to such Serviced Trust
Mortgage
Loan; and
(xii) with respect to a Serviced Trust Mortgage Loan secured by
a
hospitality
property, a signed copy of any franchise agreement and/or
franchisor
comfort letter;
(b) with respect
to the [Blackacre] Trust Mortgage Loan, the following
documents collectively:
(i) the original executed Mortgage Note for such Trust Mortgage
Loan
including any
power of attorney related to the execution thereof (or a
lost note
affidavit and indemnity with a copy of such Mortgage Note
attached
thereto), together with any and all intervening endorsements
thereon,
endorsed on its face or by allonge attached thereto (without
recourse,
representation or warranty, express or implied) to the order of
[Name of
Trustee], as trustee for the registered holders of Merrill
Lynch
Mortgage Trust
200_-_, Commercial Mortgage Pass-Through Certificates,
Series 200_-__,
or in blank;
(ii) an executed copy of the [Blackacre] Intercreditor
Agreement;
and
(iii) an
executed copy of the [Other Series] Pooling and Servicing
Agreement;
provided that whenever the term "Mortgage
File" is used to refer to documents
actually received by the Trustee or by a
Custodian on its behalf, such term
shall not be deemed to include such
documents required to be included therein
unless they are actually so received, and
with respect to any receipt or
certification by the Trustee or the
Custodian for documents described in
clause (a)(vi) of this definition, shall be
deemed to include only such
documents to the extent the Trustee or
Custodian has actual knowledge of their
existence.
"Mortgage Loan":
Any Trust Mortgage Loan or any Non-Trust Loan. As used
herein, the term "Mortgage Loan" includes
the related Mortgage Note, Mortgage
and other security documents contained in
the related Mortgage File or
otherwise held on behalf of the Trust
and/or any Non-Trust Noteholder, as
applicable.
"Mortgage Loan
Purchase Agreement": Any of the Merrill Mortgage Loan
Purchase Agreement, the [Mortgage Loan
Seller #2] Mortgage Loan Purchase
Agreement, the [Mortgage Loan Seller #3]
Mortgage Loan Purchase Agreement and
the [Mortgage Loan Seller #4] Mortgage Loan
Purchase Agreement.
"Mortgage Loan
Schedule": The list of Trust Mortgage Loans transferred on
the Closing Date to the Trustee as part of
REMIC I, respectively, attached
hereto as Exhibit B and in a computer
readable format. Such list shall set
forth the following information with
respect to each Trust Mortgage Loan:
(i) the loan identification number (as
specified in Annex A-1 to the
Prospectus);
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(ii) the street address (including
city, county, state and zip code) and
name of the related Mortgaged Property;
(iii) the Cut-off Date Balance;
(iv) the amount of the Periodic Payment
due on the first Due Date
following the Closing Date;
(v) the Net Mortgage Rate as of the
Cut-off Date and the original
Mortgage Rate;
(vi) the (A) original term to stated
maturity, (B) remaining term to
stated maturity and (C) Stated Maturity Date;
(vii) the original and remaining
amortization term;
(viii) whether the Trust Mortgage Loan is
secured by a Ground Lease;
(ix) the Master Servicing Fee Rate;
(x) whether such Trust Mortgage Loan
is an ARD Loan and if so the
Anticipated Repayment Date and Additional Interest Rate for such
ARD
Loan;
(xi) the related Mortgage Loan Seller
and, if different, the related
originator;
(xii) whether such Trust Mortgage Loan
is insured by an environmental
policy;
(xiii) whether such Trust Mortgage Loan
is cross-defaulted or
cross-collateralized with any other Trust Mortgage Loan;
(xiv) whether such Trust Mortgage Loan
is a Defeasance Loan;
(xv) whether the Trust Mortgage Loan is
secured by a letter of credit;
(xvi) whether payments on such Trust
Mortgage Loan are made to a
lock-box;
(xvii) the amount of any Reserve Funds
escrowed in respect of each Trust
Mortgage Loan;
(xviii) the number of days of any grace
period permitted in respect of
any Periodic Payment due under such Trust Mortgage Loan;
(xix) the property type of the related
Mortgaged Property as reported in
the rent roll;
(xx) the original principal balance of
such Trust Mortgage Loan;
(xxi) the interest accrual basis of such
Trust Mortgage Loan; and
(xxii) the primary servicing fee rate, if
any, for such Trust Mortgage
Loan.
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"Mortgage Loan
Seller": Any of MLMI, [Mortgage Loan Seller #2], [Mortgage
Loan Seller #3] or [Mortgage Loan Seller
#4].
"[Mortgage Loan
Seller #2]": _________________________ or its successor
in interest.
"[Mortgage Loan
Seller #3]": _________________________ or its successor
in interest.
"[Mortgage Loan
Seller #4]": _________________________ or its successor
in interest.
"[Mortgage Loan
Seller #2] Mortgage Loan Purchase Agreement": That
certain mortgage loan purchase agreement,
dated as of _______, _______,
between the Depositor and Mortgage Loan
Seller #2] and relating to the
transfer of the [Mortgage Loan Seller #2]
Trust Mortgage Loans to the
Depositor.
"[Mortgage Loan
Seller #3] Mortgage Loan Purchase Agreement": That
certain mortgage loan purchase agreement,
dated as of _______, _______,
between the Depositor and Mortgage Loan
Seller #3] and relating to the
transfer of the [Mortgage Loan Seller #3]
Trust Mortgage Loans to the
Depositor.
"[Mortgage Loan
Seller #4] Mortgage Loan Purchase Agreement": That
certain mortgage loan purchase agreement,
dated as of _______, _______,
between the Depositor and Mortgage Loan
Seller #4] and relating to the
transfer of the [Mortgage Loan Seller #4]
Trust Mortgage Loans to the
Depositor.
"[Mortgage Loan
Seller #2] Trust Mortgage Loans": Each of the Mortgage
Loans transferred and assigned to the
Depositor pursuant to the [Mortgage Loan
Seller #2] Mortgage Loan Purchase
Agreement.
"[Mortgage Loan
Seller #3] Trust Mortgage Loans": Each of the Mortgage
Loans transferred and assigned to the
Depositor pursuant to the [Mortgage Loan
Seller #3] Mortgage Loan Purchase
Agreement.
"[Mortgage Loan
Seller #4] Trust Mortgage Loans": Each of the Mortgage
Loans transferred and assigned to the
Depositor pursuant to the [Mortgage Loan
Seller #4] Mortgage Loan Purchase
Agreement.
"Mortgage Note":
The original executed note evidencing the indebtedness
of a Mortgagor under a Mortgage Loan,
together with any rider, addendum or
amendment thereto, or any renewal,
substitution or replacement of such note.
"Mortgage Pool":
Collectively, all of the Trust Mortgage Loans and any
successor Trust REO Loans. The Non-Trust
Loans shall not constitute part of
the Mortgage Pool.
"Mortgage Rate":
With respect to: (i) any Mortgage Loan on or prior to
its Stated Maturity Date, the fixed
annualized rate, not including any
Additional Interest Rate, at which interest
is scheduled (in the absence of a
default) to accrue on such Mortgage Loan
from time to time in accordance with
the related Mortgage Note and applicable
law; (ii) any Mortgage Loan after its
Stated Maturity Date, the annualized rate
described in clause (i) above
determined without regard to the
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passage of such Stated Maturity Date, but
giving effect to any modification
thereof as contemplated by Section 3.20 or,
in the case of the [Blackacre]
Trust Mortgage Loan, any modification
thereof pursuant to the [Other Series]
Pooling and Servicing Agreement; and (iii)
any REO Loan, the annualized rate
described in clause (i) or (ii), as
applicable, above determined as if the
predecessor Mortgage Loan had remained
outstanding.
"Mortgaged
Property": The property subject to the lien of a Mortgage.
"Mortgagor": The
obligor or obligors on a Mortgage Note, including
without limitation, any Person that has not
signed the related Mortgage Note
but owns an interest in the related
Mortgaged Property, which interest has
been encumbered to secure such Mortgage
Loan, and any Person that has acquired
the related Mortgaged Property and assumed
the obligations of the original
obligor under the Mortgage Note, but
excluding guarantors that do not own the
related Mortgaged Property.
"Net Aggregate
Prepayment Interest Shortfall": With respect to any
Distribution Date, the amount, if any, by
which (a) the aggregate of all
Prepayment Interest Shortfalls incurred in
connection with the receipt of
Principal Prepayments on the Trust Mortgage
Loans during the related
Collection Period, exceeds (b) the
aggregate amount deposited by the Master
Servicer in the Collection Account for such
Distribution Date pursuant to
Section 3.19(a) in connection with such
Prepayment Interest Shortfalls on the
Trust Mortgage Loans.
"Net Investment
Earnings": With respect to each of the Collection
Account, the Interest Reserve Account, any
Servicing Account, any Reserve
Account, any REO Account, the Distribution
Account, any Loan Combination
Custodial Account, the Additional Interest
Account and the Gain-on-Sale
Reserve Account, for any Investment Period,
the amount, if any, by which the
aggregate of all interest and other income
realized during such Investment
Period on funds held in such account,
exceeds the aggregate of all losses, if
any, incurred during such Investment Period
in connection with the investment
of such funds in accordance with Section
3.06 (other than losses of what would
have otherwise constituted interest or
other income earned on such funds).
"Net Investment
Loss": With respect to each of the Collection Account,
any Servicing Account, any Reserve Account,
any REO Account, the Distribution
Account, any Loan Combination Custodial
Account, the Interest Reserve Account,
the Additional Interest Account, and the
Gain-on-Sale Reserve Account, for any
Investment Period, the amount by which the
aggregate of all losses, if any,
incurred during such Investment Period in
connection with the investment of
funds held in such account in accordance
with Section 3.06 (other than losses
of what would have otherwise constituted
interest or other income earned on
such funds), exceeds the aggregate of all
interest and other income realized
during such Investment Period on such
funds.
"Net Mortgage
Pass-Through Rate":
(A) With respect to any Trust Mortgage Loan (or any successor
Trust
REO Loan with
respect thereto) that accrues (or is deemed to accrue)
interest on a
30/360 Basis, for any Distribution Date, an annual rate
equal to the Net
Mortgage Rate for such Trust Mortgage Loan as of the
Closing Date
(without regard to any modification, waiver or amendment of
the terms of
such Trust Mortgage Loan subsequent to the Closing Date);
and
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(B) With respect to any Trust Mortgage Loan (or any successor
Trust
REO Loan with
respect thereto) that accrues interest on an Actual/360
Basis, for any
Distribution Date, an annual rate equal to twelve times a
fraction,
expressed as a percentage:
(1) the numerator of
which fraction is, subject to adjustment
as described below in this definition, an amount of
interest equal to the product of (a) the number of days in
the Interest Accrual Period for such Distribution Date,
multiplied by (b) the Stated Principal Balance of such
Trust Mortgage Loan (or such Trust REO Loan) immediately
preceding such Distribution Date, multiplied by (c) 1/360,
multiplied by (d) the Net Mortgage Rate for such Trust
Mortgage Loan as of the Closing Date (without regard to
any modification, waiver or amendment of the terms of such
Trust Mortgage Loan subsequent to the Closing Date); and
(2) the denominator of
which fraction is the Stated Principal
Balance of such Trust Mortgage Loan (or such Trust REO
Loan) immediately preceding that Distribution Date.
Notwithstanding
the foregoing, if the subject Distribution Date occurs
during January, except during a leap year,
or February of any year subsequent
to ____, then the amount of interest
referred to in the fractional numerator
described in clause (B)(1) above will be
decreased to reflect any Interest
Reserve Amounts with respect to the subject
Trust Mortgage Loan (or Trust REO
Loan) transferred from the Distribution
Account to the Interest Reserve
Account in such calendar month.
Furthermore, if the subject Distribution Date
occurs during March of any year subsequent
to ____, then the amount of
interest referred to in the fractional
numerator described in clause (B)(1)
above will be increased to reflect any
Interest Reserve Amounts with respect
to the subject Trust Mortgage Loan (or
Trust REO Loan) transferred from the
Interest Reserve Account to the
Distribution Account for distribution on such
Distribution Date.
"Net Mortgage
Rate": With respect to any Trust Mortgage Loan or any Trust
REO Loan, as of any date of determination,
a rate per annum equal to the
related Mortgage Rate minus the sum of the
Trustee Fee Rate, the applicable
Master Servicing Fee Rate and, in the case
of the [Blackacre] Trust Mortgage
Loan or any successor Trust REO Loan with
respect thereto, the [Other Series]
Servicing Fee Rate; and with respect to any
Non-Trust Loan or any successor
REO Loan with respect thereto, the related
Mortgage Rate minus the applicable
Master Servicing Fee Rate.
"Net Operating
Income" or "NOI": With respect to any Mortgaged Property,
for any twelve-month period, the total
operating revenues derived from such
Mortgaged Property during such period,
minus the total operating expenses
incurred in respect of such Mortgaged
Property during such period, other than
(i) non-cash items such as depreciation,
(ii) amortization, (iii) actual
capital expenditures and (iv) debt service
on the related Mortgage Loan.
"New Lease": Any
lease of REO Property entered into at the direction of
the Special Servicer, including any lease
renewed, modified or extended on
behalf of the Trustee for the benefit of
the Certificateholders and, in the
case of a Loan Combination, the related
Non-Trust Noteholder(s).
"Nonrecoverable
Advance": Any Nonrecoverable P&I Advance (including any
Workout-Delayed Reimbursement Amount that
subsequently becomes a
Nonrecoverable P&I Advance)
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or Nonrecoverable Servicing Advance
(including any Workout-Delayed
Reimbursement Amount that subsequently
becomes a Nonrecoverable Servicing
Advance).
"Nonrecoverable
P&I Advance": Any P&I Advance previously made or
proposed
to be made, including any previously made
P&I Advance that constitutes a
Workout-Delayed Reimbursement Amount, in
respect of any Trust Mortgage Loan or
Trust REO Loan by the Master Servicer, the
Trustee or the Fiscal Agent, as the
case may be, that, as determined by the
Master Servicer, the Special Servicer,
the Trustee or the Fiscal Agent, as
applicable, in accordance with the
Servicing Standard (in the case of the
Master Servicer and the Special
Servicer) or its good faith judgment (in
the case of the Trustee and Fiscal
Agent) with respect to such P&I Advance
(together with any accrued and unpaid
interest thereon), will not be ultimately
recoverable from Late Collections,
REO Revenues, Insurance Proceeds or
Liquidation Proceeds, or any other
recovery on or with respect to such Trust
Mortgage Loan or Trust REO Loan (or,
in the case of a Trust Mortgage Loan that
is a part of a Loan Combination, on
or with respect to the related Loan
Combination); provided, however, the
Special Servicer may, at its option, make a
determination (which shall be
binding upon the Master Servicer, the
Trustee and the Fiscal Agent) in
accordance with the Servicing Standard,
that any P&I Advance previously made
or proposed to be made, or any
Workout-Delayed Reimbursement Amount previously
made, by the Master Servicer, the Trustee
or the Fiscal Agent is a
Nonrecoverable P&I Advance and shall
deliver notice of such determination to
the Master Servicer, the Trustee and the
Fiscal Agent. In making a
recoverability determination, the
applicable Person will be entitled to
consider (among other things) the
obligations of the Mortgagor under the terms
of the related Mortgage Loan as it may have
been modified, to consider (among
other things) the related Mortgaged
Properties in their "as is" or then
current conditions and occupancies, as
modified by such Person's assumptions
(consistent with the Servicing Standard)
regarding the possibility and effects
of future adverse change with respect to
such Mortgaged Properties, to
estimate and consider (among other things)
future expenses, to estimate and
consider (consistent with the Servicing
Standard) (among other things) the
timing of recoveries, and to consider the
existence and amount of any
outstanding Nonrecoverable Advances the
reimbursement of which is being
deferred pursuant to Section 4.03(f), any
outstanding Workout Delayed
Reimbursement Amounts and any Unliquidated
Advances. In addition, any such
Person may update or change its
recoverability determinations at any time and,
consistent with the Servicing Standard, may
obtain from the Special Servicer
any reasonably required analysis,
Appraisals or market value estimates or
other information in the Special Servicer's
possession for such purposes.
Absent bad faith, the Master Servicer's,
the Special Servicer's, the Trustee's
or the Fiscal Agent's determination as to
the recoverability of any P&I
Advance shall be conclusive and binding on
the Certificateholders. The Trustee
and the Fiscal Agent shall be entitled to
conclusively rely on any
recoverability determination made by the
Master Servicer and the Master
Servicer, the Trustee and the Fiscal Agent
shall be entitled to conclusively
rely on any recoverability determination
made by the Special Servicer and
shall be required to act in accordance with
such determination.
"Nonrecoverable
Servicing Advance": Any Servicing Advance previously made
or proposed to be made, including any
previously made Servicing Advance that
constitutes a Workout-Delayed Reimbursement
Amount, in respect of a Serviced
Mortgage Loan or Serviced REO Loan by the
Master Servicer, the Special
Servicer, the Trustee or the Fiscal Agent,
as the case may be, that, as
determined by the Master Servicer, the
Special Servicer, the Trustee or the
Fiscal Agent, as applicable, in accordance
with the Servicing Standard (in the
case of the Master Servicer and the Special
Servicer) or its good faith
judgment (in the case of the Trustee and
Fiscal Agent) with respect to such
Servicing Advance (together with any
accrued and unpaid interest thereon),
will not be ultimately recoverable
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from Late Collections, REO Revenues,
Insurance Proceeds, Liquidation Proceeds,
or any other recovery on or in respect of
such Mortgage Loan or the related
REO Property; provided, however, the
Special Servicer may, at its option, make
a determination (which shall be binding
upon the Master Servicer, the Trustee
and the Fiscal Agent) in accordance with
the Servicing Standard, that any
Servicing Advance previously made or
proposed to be made, or any
Workout-Delayed Reimbursement Amount
previously made, by the Master Servicer,
the Trustee or the Fiscal Agent is a
Nonrecoverable Servicing Advance and
shall deliver notice of such determination
to the Master Servicer, the Trustee
and the Fiscal Agent. In making such
recoverability determination, such Person
will be entitled to consider (among other
things) only the obligations of the
Mortgagor under the terms of the related
Mortgage Loan as it may have been
modified, to consider (among other things)
the related Mortgaged Properties in
their "as is" or then current conditions
and occupancies, as modified by such
party's assumptions (consistent with the
Servicing Standard) regarding the
possibility and effects of future adverse
change with respect to such
Mortgaged Properties, to estimate and
consider (among other things) future
expenses and to estimate and consider
(consistent with the Servicing Standard)
(among other things) the timing of
recoveries, and to consider the existence
and amount of any outstanding
Nonrecoverable Advances the reimbursement of
which is being deferred pursuant to Section
4.03(f), any outstanding Workout
Delayed Reimbursement Amounts and any
Unliquidated Advances. In addition, any
such Person may update or change its
recoverability determinations at any time
and, consistent with the Servicing
Standard, may obtain from the Special
Servicer any reasonably required analysis,
Appraisals or market value
estimates or other information in the
Special Servicer's possession for such
purposes. Absent bad faith, the Master
Servicer's, the Special Servicer's, the
Trustee's or the Fiscal Agent's
determination as to the recoverability of any
Servicing Advance shall be conclusive and
binding on the Certificateholders.
The Trustee and the Fiscal Agent shall be
entitled to conclusively rely on any
recoverability determination made by the
Master Servicer and the Master
Servicer, the Trustee and the Fiscal Agent
shall be entitled to conclusively
rely on any recoverability determination
made by the Special Servicer and
shall be required to act in accordance with
such determination.
"Non-Registered
Certificate": Unless and until registered under the
Securities Act, any Class XC, Class E,
Class F, Class G, Class H, Class J,
Class K, Class L, Class M, Class N, Class
P, Class Q, Class Z, Class R-I or
Class R-II Certificate.
"Non-Trust Loan"
Any B-Note Non-Trust Loan, a [Blackacre] Subordinate
Non-Trust Loan or the [Blackacre] Pari
Passu Non-Trust Loan, as the case may
be.
"Non-Trust
Noteholder": The holder of a Non-Trust Loan.
"Non-United
States Tax Person": Any Person other than a United States Tax
Person.
"Officer's
Certificate": A certificate signed by a Servicing Officer of
the Master Servicer or the Special
Servicer, as the case may be, or by a
Responsible Officer of the Trustee.
"Opinion of
Counsel": A written opinion of counsel (which counsel may be
a salaried counsel for the Depositor, the
Master Servicer or the Special
Servicer) acceptable to and delivered to
the Trustee or the Master Servicer,
as the case may be, except that any opinion
of counsel relating to (a) the
qualification of REMIC I or REMIC II as a
REMIC; (b) the qualification of
either of Grantor Trust Z or Grantor Trust
E as a grantor trust; (c)
compliance with REMIC Provisions; or (d)
the resignation of the Master
Servicer or Special Servicer pursuant to
Section 6.04 must be an opinion of
counsel who is in fact Independent of the
Master Servicer, the Special
Servicer or the Depositor, as
applicable.
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<PAGE>
"Option Holder":
As defined in Section 3.18(c).
"Option Price":
As defined in Section 3.18(c).
"Original Class
Principal Balance": With respect to any Class of Regular
Certificates (other than the Class X
Certificates), the initial Class
Principal Balance thereof as of the Closing
Date, in each case as specified in
the Preliminary Statement.
"Original Class
XC Notional Amount": $________________.
"Original Class
XP Notional Amount": $________________.
"Original
Notional Amount": The Original Class XC Notional Amount or the
Original Class XP Notional Amount, as
applicable.
"[Other Series]
Applicable Servicer": The [Other Series] Master Servicer
or the [Other Series] Special Servicer, as
applicable.
"[Other Series]
Master Servicer": As defined in the Preliminary
Statement. The term "[Other Series] Master
Servicer" shall include any
successor master servicer appointed
pursuant to the [Other Series] Pooling and
Servicing Agreement.
"[Other Series]
Pooling and Servicing Agreement": As defined in the
Preliminary Statement.
"[Other Series]
Securitization": As defined in the Preliminary Statement.
"[Other Series]
Servicing Fee": With respect to the [Blackacre] Trust
Mortgage Loan or any successor Trust REO
Loan with respect thereto, the
"Master Servicing Fee" payable to the
[Other Series] Master Servicer with
respect to such Mortgage Loan or Trust REO
Loan, as the case may be, pursuant
to the [Other Series] Pooling and Servicing
Agreement.
"[Other Series]
Servicing Fee Rate": With respect to the [Blackacre]
Trust Mortgage Loan or any related Trust
REO Loan, the "Master Servicing Fee
Rate" (as defined in the [Other Series]
Pooling and Servicing Agreement) for
such Mortgage Loan or REO Loan, as the case
may be. The [Other Series]
Servicing Fee Rate includes the rate
(0.02%) set forth in the Mortgage Loan
Schedule under the column "Primary
Servicing Fee Rate" with respect to the
[Blackacre] Trust Mortgage Loan.
"[Other Series]
Special Servicer": As defined in the Preliminary
Statement. The term "[Other Series] Special
Servicer" shall include any
successor special servicer appointed
pursuant to the [Other Series] Pooling
and Servicing Agreement.
"[Other Series]
Trustee": As defined in the Preliminary Statement. The
term "[Other Series] Trustee" shall include
any successor trustee appointed
pursuant to the [Other Series] Pooling and
Servicing Agreement.
"OTS": The
Office of Thrift Supervision or any successor thereto.
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<PAGE>
"Ownership
Interest": As to any Certificate, any ownership or security
interest in such Certificate as the Holder
thereof and any other interest
therein, whether direct or indirect, legal
or beneficial, as owner or as
pledgee.
"Pass-Through
Rate": With respect to:
(i) the Class A-1 Certificates for any
Distribution Date, [_____% per
annum][a per annum rate equal to the lesser of (a) ______% and
(b)
the Weighted Average Net Mortgage Pass-Through Rate for such
Distribution Date][a per annum rate equal to the Weighted
Average
Net Mortgage Pass-Through Rate for such Distribution Date
[minus
_______%]];
(ii) the Class A-2 Certificates for any
Distribution Date, [_____% per
annum][a per annum rate equal to the lesser of (a) ______% and
(b)
the Weighted Average Net Mortgage Pass-Through Rate for such
Distribution Date][a per annum rate equal to the Weighted
Average
Net Mortgage Pass-Through Rate for such Distribution Date
[minus
_______%]];
(iii) the Class A-3A Certificates for
any Distribution Date, [_____% per
annum][a per annum rate equal to the lesser of (a) ______% and
(b)
the Weighted Average Net Mortgage Pass-Through Rate for such
Distribution Date][a per annum rate equal to the Weighted
Average
Net Mortgage Pass-Through Rate for such Distribution Date
[minus
_______%]];
(iv) the Class A-3B Certificates for
any Distribution Date, [_____% per
annum][a per annum rate equal to the lesser of (a) ______% and
(b)
the Weighted Average Net Mortgage Pass-Through Rate for such
Distribution Date][a per annum rate equal to the Weighted
Average
Net Mortgage Pass-Through Rate for such Distribution Date
[minus
_______%]];
(v) the Class A-SB Certificates for
any Distribution Date, [_____% per
annum][a per annum rate equal to the lesser of (a) ______% and
(b)
the Weighted Average Net Mortgage Pass-Through Rate for such
Distribution Date][a per annum rate equal to the Weighted
Average
Net Mortgage Pass-Through Rate for such Distribution Date
[minus
_______%]];
(vi) the Class A-4 Certificates for any
Distribution Date, [_____% per
annum][a per annum rate equal to the lesser of (a) ______% and
(b)
the Weighted Average Net Mortgage Pass-Through Rate for such
Distribution Date][a per annum rate equal to the Weighted
Average
Net Mortgage Pass-Through Rate for such Distribution Date
[minus
_______%]];
(vii) the Class AM Certificates for any
Distribution Date, [_____% per
annum][a per annum rate equal to the lesser of (a) ______% and
(b)
the Weighted Average Net Mortgage Pass-Through Rate for such
Distribution Date][a per annum rate equal to the Weighted
Average
Net Mortgage Pass-Through Rate for such Distribution Date
[minus
_______%]];
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<PAGE>
(viii) the Class AJ Certificates for any
Distribution Date, [_____% per
annum][a per annum rate equal to the lesser of (a) ______% and
(b)
the Weighted Average Net Mortgage Pass-Through Rate for such
Distribution Date][a per annum rate equal to the Weighted
Average
Net Mortgage Pass-Through Rate for such Distribution Date
[minus
_______%]];
(ix) the Class B Certificates for any
Distribution Date, [_____% per
annum][a per annum rate equal to the lesser of (a) ______% and
(b)
the Weighted Average Net Mortgage Pass-Through Rate for such
Distribution Date][a per annum rate equal to the Weighted
Average
Net Mortgage Pass-Through Rate for such Distribution Date
[minus
_______%]];
(x) the Class C Certificates for any
Distribution Date, [_____% per
annum][a per annum rate equal to the lesser of (a) ______% and
(b)
the Weighted Average Net Mortgage Pass-Through Rate for such
Distribution Date][a per annum rate equal to the Weighted
Average
Net Mortgage Pass-Through Rate for such Distribution Date
[minus
_______%]];
(xi) the Class D Certificates for any
Distribution Date, [_____% per
annum][a per annum rate equal to the lesser of (a) ______% and
(b)
the Weighted Average Net Mortgage Pass-Through Rate for such
Distribution Date][a per annum rate equal to the Weighted
Average
Net Mortgage Pass-Through Rate for such Distribution Date
[minus
_______%]];
(xii) the Class E Certificates for any
Distribution Date, [_____% per
annum][a per annum rate equal to the lesser of (a) ______% and
(b)
the Weighted Average Net Mortgage Pass-Through Rate for such
Distribution Date][a per annum rate equal to the Weighted
Average
Net Mortgage Pass-Through Rate for such Distribution Date
[minus
_______%]];
(xiii) the Class F Certificates for any
Distribution Date, [_____% per
annum][a per annum rate equal to the lesser of (a) ______% and
(b)
the Weighted Average Net Mortgage Pass-Through Rate for such
Distribution Date][a per annum rate equal to the Weighted
Average
Net Mortgage Pass-Through Rate for such Distribution Date
[minus
_______%]];
(xiv) the Class G Certificates for any
Distribution Date, [_____% per
annum][a per annum rate equal to the lesser of (a) ______% and
(b)
the Weighted Average Net Mortgage Pass-Through Rate for such
Distribution Date][a per annum rate equal to the Weighted
Average
Net Mortgage Pass-Through Rate for such Distribution Date
[minus
_______%]];
(xv) the Class H Certificates for any
Distribution Date, [_____% per
annum][a per annum rate equal to the lesser of (a) ______% and
(b)
the Weighted Average Net Mortgage Pass-Through Rate for such
Distribution Date][a per annum rate equal to the Weighted
Average
Net Mortgage Pass-Through Rate for such Distribution Date
[minus
_______%]];
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<PAGE>
(xvi) the Class J Certificates for any
Distribution Date, [_____% per
annum][a per annum rate equal to the lesser of (a) ______% and
(b)
the Weighted Average Net Mortgage Pass-Through Rate for such
Distribution Date][a per annum rate equal to the Weighted
Average
Net Mortgage Pass-Through Rate for such Distribution Date
[minus
_______%]];
(xvii) the Class K Certificates for any
Distribution Date, [_____% per
annum][a per annum rate equal to the lesser of (a) ______% and
(b)
the Weighted Average Net Mortgage Pass-Through Rate for such
Distribution Date][a per annum rate equal to the Weighted
Average
Net Mortgage Pass-Through Rate for such Distribution Date
[minus
_______%]];
(xviii) the Class L Certificates for any
Distribution Date, [_____% per
annum][a per annum rate equal to the lesser of (a) ______% and
(b)
the Weighted Average Net Mortgage Pass-Through Rate for such
Distribution Date][a per annum rate equal to the Weighted
Average
Net Mortgage Pass-Through Rate for such Distribution Date
[minus
_______%]];
(xix) the Class M Certificates for any
Distribution Date, [_____% per
annum][a per annum rate equal to the lesser of (a) ______% and
(b)
the Weighted Average Net Mortgage Pass-Through Rate for such
Distribution Date][a per annum rate equal to the Weighted
Average
Net Mortgage Pass-Through Rate for such Distribution Date
[minus
_______%]];
(xx) the Class N Certificates for any
Distribution Date, [_____% per
annum][a per annum rate equal to the lesser of (a) ______% and
(b)
the Weighted Average Net Mortgage Pass-Through Rate for such
Distribution Date][a per annum rate equal to the Weighted
Average
Net Mortgage Pass-Through Rate for such Distribution Date
[minus
_______%]];
(xxi) the Class P Certificates for any
Distribution Date, [_____% per
annum][a per annum rate equal to the lesser of (a) ______% and
(b)
the Weighted Average Net Mortgage Pass-Through Rate for such
Distribution Date][a per annum rate equal to the Weighted
Average
Net Mortgage Pass-Through Rate for such Distribution Date
[minus
_______%]];
(xxii) the Class Q Certificates for any
Distribution Date, [_____% per
annum][a per annum rate equal to the lesser of (a) ______% and
(b)
the Weighted Average Net Mortgage Pass-Through Rate for such
Distribution Date][a per annum rate equal to the Weighted
Average
Net Mortgage Pass-Through Rate for such Distribution Date
[minus
_______%]];
(xxiii) the Class XC Certificates, for any
Distribution Date, a rate
equal to the weighted average of the Class XC Strip Rates for
the
Class XC Components for such Distribution Date (weighted on the
basis of the respective Component Notional Amounts of such
Components outstanding immediately prior to such Distribution
Date);
and
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<PAGE>
(xxiv) the Class XP Certificates for any
Distribution Date, a rate equal
to the weighted average of the Class XP Strip Rates for the
respective Class XP Components for such Distribution Date
(weighted
on the basis of the respective Component Notional Amounts of
such
Components outstanding immediately prior to such Distribution
Date).
"PCAOB": The
Public Company Accounting Oversight Board.
"P&I
Advance": As to any Trust Mortgage Loan or Trust REO Loan, any
advance made by the Master Servicer, the
Trustee or the Fiscal Agent pursuant
to Section 4.03.
"P&I Advance
Date": The Business Day immediately preceding each
Distribution Date.
"Penalty
Interest": With respect to any Mortgage Loan (or any successor
REO Loan with respect thereto), any amounts
collected thereon, other than late
payment charges, Additional Interest,
Prepayment Premiums or Yield Maintenance
Charges, that represent penalty interest
(arising out of a default) in excess
of interest on such Mortgage Loan (or such
successor REO Loan) accrued at the
related Mortgage Rate.
"Percentage
Interest": With respect to any Regular Certificate, the
portion of the relevant Class evidenced by
such Certificate, expressed as a
percentage, the numerator of which is the
Certificate Principal Balance or
Certificate Notional Amount, as the case
may be, of such Certificate as of the
Closing Date, as specified on the face
thereof, and the denominator of which
is the Original Class Principal Balance or
Original Notional Amount, as the
case may be, of the relevant Class. With
respect to a Residual Certificate or
Class Z Certificate, the percentage
interest in distributions to be made with
respect to the relevant Class, as stated on
the face of such Certificate.
"Performance
Certification": As defined in Section 8.16(b).
"Performing
Party": As defined in Section 8.16(b).
"Periodic
Payment": With respect to any Mortgage Loan as of any Due Date,
the scheduled payment of principal and/or
interest on such Mortgage Loan
(exclusive of Additional Interest),
including any Balloon Payment, that is
actually payable by the related Mortgagor
from time to time under the terms of
the related Mortgage Note (as such terms
may be changed or modified in
connection with a bankruptcy or similar
proceeding involving the related
Mortgagor or by reason of a modification,
waiver or amendment granted or
agreed to by the Special Servicer pursuant
to Section 3.20) or, in the case of
the [Blackacre] Trust Mortgage Loan, by the
[Other Series] Applicable Servicer
pursuant to the [Other Series] Pooling and
Servicing Agreement.
"Permitted
Investments": Any one or more of the following obligations or
securities (including obligations or
securities of the Trustee or one of its
Affiliates if otherwise qualifying
hereunder):
(i) direct obligations of, or obligations fully guaranteed as
to
timely payment
of principal and interest by, the United States or any
agency or
instrumentality thereof (having original maturities of not more
than 365 days),
provided such obligations are backed by the full faith
and credit of
the United States; such obligations must be limited to
those
instruments that
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<PAGE>
have a
predetermined fixed dollar amount of principal due at maturity
that cannot vary
or change. Interest may either be fixed or variable; if
such interest is
variable, interest must be tied to a single interest
rate index plus
a single fixed spread (if any), and move proportionately
with that
index[; in addition, such obligations may not have a rating
from S&P
with an "r" highlighter];
(ii) repurchase agreements or obligations with respect to any
security
described in clause (i) above (having original maturities of
not
more than 365
days), provided that the short-term deposit or debt
obligations, of
the party agreeing to repurchase such obligations are
rated in the
highest rating categories of each of [DBRS (if then rated by
DBRS and, if not
so rated, then the equivalent rating by two other
nationally
recognized statistical rating organizations, which may include
any two of
Fitch, Moody's and S&P), Fitch, Moody's and S&P] or such
lower
rating as will
not result in an Adverse Rating Event, as evidenced in
writing by the
Rating Agencies; in addition, [it may not have a rating
from S&P
with an "r" highlighter and] its terms must have a
predetermined
fixed dollar
amount of principal due at maturity that cannot vary or
change; interest
may either be fixed or variable; if such interest is
variable,
interest must be tied to a single interest rate index plus a
single fixed
spread (if any), and move proportionately with that index;
(iii) federal funds, unsecured uncertified certificates of
deposit,
time deposits,
demand deposits and bankers' acceptances of any bank or
trust company
organized under the laws of the United States or any state
thereof (having
original maturities of not more than 365 days), the short
term obligations
of which are rated in the highest rating categories of
each of [DBRS
(if then rated by DBRS and, if not so rated, then the
equivalent
rating by two other nationally recognized statistical rating
organizations,
which may include any two of Fitch, Moody's and S&P),
Fitch, Moody's
and S&P] or such lower rating as will not result in an
Adverse Rating
Event, as evidenced in writing by the Rating Agencies; in
addition, [it
may not have a rating from S&P with an "r" highlighter and]
its terms should
have a predetermined fixed dollar amount of principal
due at maturity
that cannot vary or change; interest may either be fixed
or variable; if
such interest is variable, interest must be tied to a
single interest
rate index plus a single fixed spread (if any), and move
proportionately
with that index;
(iv) commercial paper (including both non-interest bearing
discount
obligations and
interest-bearing obligations and having original
maturities of
not more than 365 days) of any corporation or other entity
organized under
the laws of the United States or any state thereof which
is rated in the
highest rating category of each of [DBRS (if then rated
by DBRS and, if
not so rated, then the equivalent rating by two other
nationally
recognized statistical rating organizations, which may include
any two of Fitch, Moody's
and S&P), Fitch, Moody's and S&P] or such lower
rating as will
not result in an Adverse Rating Event, as evidenced in
writing by the
Rating Agencies; the commercial paper by its terms must
have a
predetermined fixed dollar amount of principal due at maturity
that cannot vary
or change; [in addition, it may not have a rating from
S&P with an
"r" highlighter and] interest may either be fixed or
variable; if
such interest is variable, interest must be tied to a single
interest rate
index plus a single fixed spread (if any), and move
proportionately
with that index;
(v) money market funds which are rated in the highest
applicable
rating category
of each of [DBRS (if then rated by DBRS and, if not so
rated, then the
equivalent rating by two
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<PAGE>
other nationally
recognized statistical rating organizations, which may
include any two
of Fitch, Moody's and S&P), Fitch, Moody's and S&P] or
such lower
rating as will not result in an Adverse Rating Event, as
evidenced in
writing by the Rating Agencies; in addition, [it may not
have a rating
from S&P with an "r" highlighter and] its terms must have a
predetermined
fixed dollar amount of principal due at maturity that
cannot vary or
change; and
(vi) any other obligation or security acceptable to each Rating
Agency, evidence
of which acceptability shall be provided in writing by
each Rating
Agency to the Master Servicer, the Special Servicer and the
Trustee;
provided that (1) no investment described
hereunder shall evidence either the
right to receive (x) only interest with
respect to such investment or (y) a
yield to maturity greater than 120% of the
yield to maturity at par of the
underlying obligations; and (2) no
investment described hereunder may be
purchased at a price greater than par if
such investment may be prepaid or
called at a price less than its purchase
price prior to stated maturity.
"Permitted
Transferee": Any Transferee that is not (i) a Disqualified
Organization, (ii) any Person as to whom
the transfer of any Residual
Certificate may cause either REMIC I or
REMIC II to fail to qualify as a
REMIC, (iii) a Disqualified Non-United
States Tax Person, (iv) a Disqualified
Partnership or (v) a foreign permanent
establishment or fixed base (within the
meaning of any applicable income tax treaty
between the United States and any
foreign jurisdiction) of a United States
Tax Person.
"Person": Any
individual, corporation, partnership, joint venture,
association, joint-stock company, limited
liability company, trust,
unincorporated organization or government
or any agency or political
subdivision thereof.
"Plan": As
defined in Section 5.02(c).
"Plurality
Residual Certificateholder": As to any taxable year of REMIC I
or REMIC II, the Holder of Certificates
holding the largest Percentage
Interest of the related Class of Residual
Certificates.
"Plurality
Subordinate Certificateholder": As of any date of
determination, any single Holder of
Certificates of the Controlling Class (or,
if the Controlling Class consists of
Book-Entry Certificates, any single
Certificate Owner) (other than any Holder
(or Certificate Owner, as the case
may be) which is an Affiliate of the
Depositor or a Mortgage Loan Seller) with
the largest percentage of Voting Rights
allocated to such Class. With respect
to determining the Plurality Subordinate
Certificateholder, the Class A Senior
Certificates collectively shall be deemed
to be a single Class of
Certificates, with such Voting Rights
allocated among the Holders of
Certificates (or Certificate Owners) of
such Classes of Class A Senior
Certificates in proportion to the
respective Certificate Principal Balances of
such Certificates as of such date of
determination.
