EXHIBIT 4.1(a)
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.,
Depositor
[_______]
Master Servicer
[_______]
Special Servicer
[_______]
Trustee
POOLING AND SERVICING AGREEMENT
Dated as of [_]
$[___]
Commercial Mortgage Pass-Through Certificates
Series 200__-__
<PAGE>
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS
SECTION 1.01 Defined
Terms...............................................5
SECTION 1.02 Certain
Calculations.......................................78
SECTION 1.03 General
Interpretive Principles............................79
SECTION 1.04 Certain Matters
with Respect to the Serviced Loan
Combinations..............................................79
SECTION 1.05 Certain
Considerations Regarding Reimbursements of
Nonrecoverable Advances and Workout-Delayed Reimbursement
Amounts...................................................80
ARTICLE II
CONVEYANCE OF LOANS; ORIGINAL ISSUANCE OF CERTIFICATES
SECTION 2.01 Conveyance of
Loans........................................84
SECTION 2.02 Acceptance by
Trustee......................................87
SECTION 2.03 Representations,
Warranties and Covenants of the Depositor;
Repurchase and Substitution of Loans by the Responsible
Parties for Defects in Mortgage Files, Breaches of
Representations and Warranties and Other Matters..........89
SECTION 2.04 Issuance of
Uncertificated Lower-Tier Interests; Execution
of Certificates...........................................95
ARTICLE III
ADMINISTRATION AND SERVICING OF THE TRUST FUND
SECTION 3.01 General
Servicing Matters..................................96
SECTION 3.02 Collection of
Loan Payments................................98
SECTION 3.03 Collection of
Taxes, Assessments and Similar Items;
Servicing Accounts.......................................100
SECTION 3.04 The Collection
Account, Distribution Account and Excess
Interest Distribution Account............................103
SECTION 3.05 Permitted
Withdrawals from the Collection Account and the
Distribution Account.....................................108
SECTION 3.06 Investment of Funds in the
Collection Account, Junior Loan
Custodial Accounts, Servicing Accounts, Cash Collateral
Accounts, Lock-Box Accounts, REO Accounts, Distribution
Account, Interest Reserve Account[, Floating Rate Account]
and Excess Liquidation Proceeds Account..................114
SECTION 3.07 Maintenance of
Insurance Policies; Errors and Omissions
and Fidelity Coverage....................................116
SECTION 3.08 Enforcement of
Due-On-Sale and Due-On-Encumbrance Clauses;
Assumption Agreements; Defeasance Provisions; Other
Provisions...............................................121
SECTION 3.09 Realization Upon
Defaulted Loans..........................125
SECTION 3.10 Trustee to
Cooperate; Release of Mortgage Files...........128
SECTION 3.11 Servicing
Compensation....................................129
SECTION 3.12 Reports to the
Trustee; Collection Account Statements.....133
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SECTION 3.13
[Reserved]................................................138
SECTION 3.14
[Reserved]................................................138
SECTION 3.15
Access to
Certain Information.............................138
SECTION 3.16 Title to REO
Property; REO Account........................138
SECTION 3.17 Management of
REO Property................................140
SECTION 3.18 Sale of
Defaulted Loans and REO Properties................142
SECTION 3.19 Additional
Obligations of the Master Servicer and the Special
Servicer; Inspections; Appraisals........................145
SECTION 3.20 Modifications,
Waivers, Amendments and Consents...........148
SECTION 3.21 Transfer of
Servicing Between Master Servicer and Special
Servicer; Record Keeping; Asset Status Report............154
SECTION 3.22 Sub-Servicing
Agreements..................................157
SECTION 3.23 Representations,
Warranties and Covenants of the Master
Servicer.................................................159
SECTION 3.24 Representations,
Warranties and Covenants of the Special
Servicer.................................................160
SECTION 3.25 Limitation on
Liability of the Directing
Certificateholder........................................162
SECTION 3.26
[Reserved]................................................162
SECTION 3.27 Lock-Box
Accounts and Servicing Accounts..................162
SECTION 3.28 Interest Reserve
Account..................................163
SECTION 3.29 Limitations on
and Authorizations of the Master Servicer
and the Special Servicer with Respect to Certain Loans...163
SECTION 3.30 REMIC
Administration......................................165
SECTION 3.31 Master Servicer
and Special Servicer May Own Certificates.168
SECTION 3.32 [The Swap
Agreement.].....................................168
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
SECTION 4.01
Distributions.............................................171
SECTION 4.02 Statements to
Certificateholders; Reports by Trustee; Other
Information Available to the Holders and Others..........179
SECTION 4.03 P&I
Advances..............................................181
SECTION 4.04 Allocation of
Collateral Support Deficit..................183
SECTION 4.05 Allocations of
Uncovered Prepayment Interest Shortfall
Amounts.................................................184
SECTION 4.06 Grantor Trust
Reporting...................................185
ARTICLE V
THE CERTIFICATES
SECTION 5.01 The
Certificates..........................................186
SECTION 5.02 Registration of
Transfer and Exchange of Certificates.....186
SECTION 5.03 Book-Entry
Certificates...................................194
SECTION 5.04 Mutilated,
Destroyed, Lost or Stolen Certificates.........195
SECTION 5.05 Persons Deemed
Owners.....................................195
SECTION 5.06 Certification by
Certificateholders and Certificate
Owners...................................................195
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ARTICLE VI
THE DEPOSITOR, THE MASTER SERVICER AND THE SPECIAL SERVICER
SECTION 6.01 Liability of the
Depositor, the Master Servicer and the
Special Servicer.........................................197
SECTION 6.02 Merger,
Consolidation or Conversion of the Depositor, the
Master Servicer or the Special Servicer..................197
SECTION 6.03 Limitation on
Liability of the Trustee, the Depositor,
the Master Servicer, the Special Servicer and Others.....197
SECTION 6.04 Master Servicer
and Special Servicer Not to Resign........199
SECTION 6.05 Rights of the
Depositor in Respect of the Master Servicer
and the Special Servicer.................................200
ARTICLE VII
DEFAULT
SECTION 7.01 Events of
Default; Master Servicer and Special Servicer
Termination..............................................201
SECTION 7.02 Trustee to Act;
Appointment of Successor..................205
SECTION 7.03 Notification to
Certificateholders........................206
SECTION 7.04 Waiver of Events
of Default...............................206
SECTION 7.05 Trustee
Advances..........................................207
ARTICLE VIII
CONCERNING THE TRUSTEE
SECTION 8.01 Duties of
Trustee.........................................208
SECTION 8.02 Certain Matters
Affecting the Trustee.....................209
SECTION 8.03 Trustee Not
Liable for Validity or Sufficiency of
Certificates or Loans....................................210
SECTION 8.04 Trustee May Own
Certificates..............................210
SECTION 8.05 Fees and
Expenses of Trustee; Reimbursements and Other
Payments to Trustee......................................211
SECTION 8.06 Eligibility
Requirements for Trustee......................211
SECTION 8.07 Resignation and
Removal of the Trustee....................212
SECTION 8.08 Successor
Trustee.........................................213
SECTION 8.09 Merger or
Consolidation of Trustee........................213
SECTION 8.10 Appointment of
Co-Trustee or Separate Trustee.............213
SECTION 8.11 Appointment of
Custodians.................................214
SECTION 8.12 Access to
Certain Information.............................215
SECTION 8.13 Representations,
Warranties and Covenants of the Trustee..216
ARTICLE IX
TERMINATION
SECTION 9.01 Termination Upon
Repurchase or Liquidation of All Loans...218
SECTION 9.02 Additional
Termination Requirements.......................220
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ARTICLE X
MISCELLANEOUS PROVISIONS
SECTION 10.01
Amendment.................................................222
SECTION 10.02 Recordation of
Agreement; Counterparts....................224
SECTION 10.03 Limitation on Rights
of Certificateholders................224
SECTION 10.04 Governing
Law.............................................225
SECTION 10.05
Notices...................................................225
SECTION 10.06 Severability of
Provisions................................226
SECTION 10.07 Grant of a Security
Interest..............................226
SECTION 10.08 Successors and
Assigns; Beneficiaries.....................226
SECTION 10.09 Article and Section
Headings..............................227
SECTION 10.10 Notices to Rating
Agencies................................227
ARTICLE XI
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<PAGE>
EXHIBITS
A-1
Form of Class [A-1, Class A-2FX, Class A-1-A, Class A-M, Class
A-J, Class B, Class C, Class D and Class E] Certificates
[A-1A] [Form of
Class [A-2FL] Certificate]
A-2
Form of Class [A-X] and Class [A-SP] Certificates
A-3
Form of Class [F, Class G, Class H, Class J, Class K, Class L,
Class M and Class N] Certificates
A-4
Form of Class V Certificate
A-5
Form of Class R Certificate
B
Mortgage Loan
Schedule
C-1
List of Additional Collateral Loans
C-2
List of Mezzanine Loans
D
Form of Request for Release
E
Form of Lost Note Affidavit
F-1A
Form I of Transferor Certificate for Transfers of
Non-Registered
Certificates
F-1B
Form II of Transferor Certificate for Transfers of
Non-Registered
Certificates
F-1C
Form I of Transferor Certificate for Transfers of Interests in
Global Certificates for Classes of Non-Registered Certificates
F-1D
Form II of Transferor Certificate for Transfers of Interests in
Global Certificates for Classes of Non-Registered Certificates
F-2A
Form I of Transferee Certificate for Transfers of
Non-Registered
Certificates Held in Physical Form
F-2B
Form II of Transferee Certificate for Transfers of
Non-Registered
Certificates Held in Physical Form
F-2C
Form I of Transferee Certificate for Transfers of Interests in
Non-Registered Certificates Held in Book-Entry Form
F-2D
Form II of Transferee Certificate for Transfers of Interests in
Non-Registered Certificates Held in Book-Entry Form
G-1
Form of Transferee Certificate in Connection with ERISA
(Non-Registered Certificates and Non-Investment Grade
Certificates
Held in Fully Registered, Certificated Form)
G-2
Form of Transferee Certificate in Connection with ERISA
(Non-Registered Certificates Held in Book-Entry Form)
H-1
Form of Residual Transfer Affidavit for Transfers of Class R
Certificates
H-2
Form of Transferor Certificate for Transfers of Class R
Certificates
I
Investor Certification
J-1
Form of Interim Certification of Trustee
J-2
Form of Final Certification of Trustee
K
Schedule of Reference Rates
L
Form of Sarbanes-Oxley Certification
M
Form of Statement to Certificateholders
N
[Reserved]
O
Form
of Acknowledgement of Proposed Special Servicer
P
List of Broker Strip Loans
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<PAGE>
This Pooling and Servicing Agreement (this "Agreement"), is dated
as
of [_], among CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.,
as
Depositor, [___________________________________], as Master
Servicer,
[_______________________], as Special Servicer, and
[_______________________],
as Trustee.
PRELIMINARY STATEMENT:
The Depositor intends to sell commercial mortgage pass-through
certificates (collectively, the "Certificates"), to be issued under
this
Agreement in multiple classes (each, a "Class"), which in the
aggregate will
evidence the entire beneficial ownership interest in the trust fund
(the "Trust
Fund") to be created hereunder, the primary assets of which will be
a pool of
multifamily and commercial mortgage loans listed on Exhibit B
hereto. As
provided herein, the Trustee shall elect or shall cause an election
to be made
that each of the Upper-Tier REMIC and the Lower-Tier REMIC (each as
defined
herein) be treated for federal income tax purposes as a "real
estate mortgage
investment conduit" (a "REMIC"). The Excess Interest, the Excess
Interest
Distribution Account, [the Broker Strip Interest], [the Swap
Agreement] and [the
Floating Rate Account] (each as defined herein) shall not be assets
of any REMIC
but shall be treated as assets of a grantor trust under subpart E,
Part I of
subchapter J of the Code. The Class V Certificates will represent
undivided
beneficial interests in the portion of the Trust Fund consisting of
the Excess
Interest and the Excess Interest Distribution Account. [The Class
[A-2FL]
Certificates will represent undivided beneficial interests in the
portion of the
Trust Fund consisting of the Class [A-2FL] Regular Interest, the
Swap Agreement
and the Floating Rate Account]. [Additionally, the Trust shall not
include any
Junior Loan or any interest of any Junior Loan Holder.]
UPPER-TIER REMIC
As provided herein, the Trustee shall elect or cause an election
to
be made to treat the segregated pool of assets consisting of the
Lower-Tier
REMIC and the proceeds thereof as a REMIC for federal income tax
purposes, and
such segregated pool of assets will be designated as the
"Upper-Tier REMIC." The
Class [A-1], Class [A-2FX], Class, Class [A-1-A], Class [A-X],
Class [A-SP],
Class [B], Class [C], Class [D], Class [E], Class [F], Class [G],
Class [H],
Class [J], Class [K], Class [L], Class [M] and Class [N],
Certificates and the
Class [A-2FL Regular Interest] will evidence "regular interests" in
the
Upper-Tier REMIC created hereunder. The sole class of "residual
interests" in
the Upper-Tier REMIC, as well as the sole class of "residual
interests" in the
Lower-Tier REMIC, will be evidenced by the Class R
Certificates.
The following table sets forth the designation, the initial
Pass-Through Rate (as defined herein), and the aggregate initial
principal
amount (the "Original Class Principal Balance") or notional balance
("Original
Class Notional Amount"), as applicable, for each Class of
Certificates
comprising the "regular interests" in the Upper-Tier REMIC:
<TABLE>
<CAPTION>
Original Class Principal Balance
(or, in the case of the
Class [A-X] or Class [A-SP]
Initial
Certificates, Original Class
Class Designation
Pass-Through Rate(1)
Notional Amount)
--------------------------------- ---------------------------
--------------------------------
<S>
<C>
<C>
Class [A-1]
[____]%(2)
$
[____]
Class [A-2FX]
[____]%(3)
$
[____]
Class [A-2FL Regular Interest]
[____]%(4)
$
[____]
Class [A-1-A]
[____]%(5)
$
[____]
Class [A-X]
[____]%(6)
$
[____] (9)
Class [A-SP]
[____]%(7)
$
[____] (9)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Original Class Principal Balance
(or, in the case of the
Class [A-X] or Class [A-SP]
Initial
Certificates, Original Class
Class Designation
Pass-Through Rate(1)
Notional Amount)
--------------------------------- ---------------------------
--------------------------------
<S>
<C>
<C>
Class [B]
[____]% (8)
$
[____]
Class [C]
[____]% (9)
$
[____]
Class [D]
[____]% (10)
$
[____]
Class [E]
[____]% (11)
$
[____]
Class [F]
[____]% (12)
$
[____]
Class [G]
[____]% (13)
$
[____]
Class [H]
[____]% (14)
$
[____]
Class [J]
[____]% (15)
$
[____]
Class [K]
[____]% (16)
$
[____]
Class [L]
[____]% (17)
$
[____]
Class [M]
[____]% (18)
$
[____]
Class [N]
[____]% (19)
$
[____]
</TABLE>
(1) Expressed as
a rate per annum. Approximate in the case of the Class [A-X]
and Class
[A-SP] a Certificates.
(2) Fixed
Pass-Through Rate.
(3) See
definition of "Class [A-2FX] Pass-Through Rate" and "Class
[A-2FL]
Regular
Interest Pass-Through Rate" herein.
(4) Variable
Pass-Through Rate. See definition of "Class [A-1-A]
Pass-Through
Rate"
herein.
(5) Original
Class Notional Amount. The Class [A-X] and Class [A-SP]
Certificates will not have principal amounts and will not entitle
Holders
to
distributions of principal.
(6) Variable
Pass-Through Rate. See definition of "Class [A-X] Pass-Through
Rate"
herein.
(7) Variable
Pass-Through Rate. See definition of "Class [A-SP] Pass-Through
Rate"
herein.
(8) Variable
Pass-Through Rate. See definition of "Class [B] Pass-Through
Rate"
herein.
(9) Variable
Pass-Through Rate. See definition of "Class [C] Pass-Through
Rate"
herein.
(10) Variable
Pass-Through Rate. See definition of "Class [D] Pass-Through
Rate"
herein.
(11) Variable
Pass-Through Rate. See definition of "Class [E] Pass-Through
Rate"
herein.
(12) Variable
Pass-Through Rate. See definition of "Class [F] Pass-Through
Rate"
herein.
(13) Variable
Pass-Through Rate. See definition of "Class [G] Pass-Through
Rate"
herein.
(14) Variable
Pass-Through Rate. See definition of "Class [H] Pass-Through
Rate"
herein.
(15) Variable
Pass-Through Rate. See definition of "Class [J] Pass-Through
Rate"
herein.
(16) Variable
Pass-Through Rate. See definition of "Class [K] Pass-Through
Rate"
herein.
(17) Variable
Pass-Through Rate. See definition of "Class [L] Pass-Through
Rate"
herein.
(18) Variable
Pass-Through Rate. See definition of "Class [M] Pass-Through
Rate"
herein.
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<PAGE>
(19) Variable
Pass-Through Rate. See definition of "Class [N] Pass-Through
Rate"
herein.
The Class
R Certificates will not have principal amounts or notional
balances
and will not bear interest.
LOWER-TIER REMIC
As provided herein, the Trustee shall elect or cause an election
to
be made to treat the segregated pool of assets consisting of the
Loans
[(exclusive of the Broker Strip Interest and Excess Interest
thereon)] 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
the "Lower-Tier REMIC." The Class [LA-1-1], Class [LA-1-2], Class
[LA-1-2],
Class [LA-2FX-1], Class [LA-2FX-2], Class [LA-2FX-3], Class
[LA-2FL-1], Class
[LA-2FL-2], Class [LA-2FL-3], Class [LA-1-A-1], Class [LA-1-A-2],
Class
[LA-1-A-3], Class [LA-1-A-4], Class [LA-1-A-5], Class [LA-1-A-6],
Class
[LA-1-A-7], Class [LA-1-A-8], Class [LB], Class [LC-1], Class
[LC-2], Class
[LD], Class [LE-1], Class [LE-2], Class [LF-1], Class [LF-2], Class
[LG], Class
[LH-1], Class [LH-2], Class [LJ-1], Class [LJ-2], Class [LK], Class
[LL], Class
[LM] and Class [LN] Lower-Tier Interests will constitute "regular
interests" in
the Lower-Tier REMIC (the "Uncertificated Lower-Tier Interests")
created
hereunder. The sole class of "residual interests" in the Lower-Tier
REMIC, as
well as the sole class of "residual interests" in the Upper-Tier
REMIC, will be
evidenced by the Class R Certificates.
The following table sets forth the designation, the initial
Lower-Tier Remittance Rate (as defined herein) and the aggregate
initial
principal amount (the "Original Lower-Tier Principal Amount") or
notional
balance (the "Original Lower-Tier Notional Balance") for each Class
of
Uncertificated Lower-Tier Interests.
Initial Lower-Tier Original
Lower-Tier
Class
Designation
Remittance Rate(1) Principal
Amount
------------------------- ----------------------
------------------------
[LA-1-1]
[____]%(2)
$[____]
[LA-1-2]
[____]%(2)
$[____]
[LA-1-3]
[____]%(2)
$[____]
[LA-2FX-1]
[____]%(2)
$[____]
[LA-2FX-2]
[____]%(2)
$[____]
[LA-2FX-3]
[____]%(2)
$[____]
[LA-2FL-1]
[____]%(2)
$[____]
[LA-2FL-2]
[____]%(2)
$[____]
[LA-2FL-3]
[____]%(2)
$[____]
[LA-1-A-1]
[____]%(2)
$[____]
[LA-1-A-2]
[____]%(2)
$[____]
[LA-1-A-3]
[____]%(2)
$[____]
[LA-1-A -4]
[____]%(2)
$[____]
[LA-1-A -5]
[____]%(2)
$[____]
[LA-1-A -6]
[____]%(2)
$[____]
[LA-1-A -7]
[____]%(2)
$[____]
[LA-1-A -8]
[____]%(2)
$[____]
[LA-M]
[____]%(2)
$[____]
[LA-J]
[____]%(2)
$[____]
[LB]
[____]%(2)
$[____]
[LC-1]
[____]%(2)
$[____]
[LC-2]
[____]%(2)
$[____]
[LD]
[____]%(2)
$[____]
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<PAGE>
Initial Lower-Tier Original
Lower-Tier
Class
Designation
Remittance Rate(1) Principal
Amount
------------------------- ----------------------
------------------------
[LE-1]
[____]%(2)
$[____]
[LE-2]
[____]%(2)
$[____]
[LF-1]
[____]%(2)
$[____]
[LF-2]
[____]%(2)
$[____]
[LG]
[____]%(2)
$[____]
[LH-1]
[____]%(2)
$[____]
[LH-2]
[____]%(2)
$[____]
[LJ-1]
[____]%(2)
$[____]
[LJ-2]
[____]%(2)
$[____]
[LK]
[____]%(2)
$[____]
[LL]
[____]%(2)
$[____]
[LM]
[____]%(2)
$[____]
[LN]
[____]%(2)
$[____]
(1) Expressed as
a rate per annum. Approximate in all cases.
(2) Variable
Lower-Tier Remittance Rate. See the definition of "Lower-Tier
Remittance
Rate" herein.
The Class R Certificates will not have principal amounts or
notional
balances and will not bear interest.
The parties intend that (i) the portion of the Trust Fund
representing the Excess Interest and the Excess Interest
Distribution Account
shall be treated as a portion of a grantor trust under subpart E of
Part 1 of
subchapter J of Chapter 1 of Subtitle A of the Code and that the
Class V
Certificates shall represent undivided beneficial interests in such
portion of
the Grantor Trust[, (ii) that the portion of the Trust Fund
representing the
Broker Strip Interest and any amounts on deposit in the Collection
Account
representing the Broker Strip Interest shall be treated as a
portion of a
grantor trust under subpart E of Part I of subchapter J of Chapter
1 of Subtitle
A of the Code and each Broker Strip Payee shall own an undivided
beneficial
interest in the related portion of the Grantor Trust and (iii) that
the portion
of the Trust Fund representing the Class [A-2FL] Regular Interest
(and
distributions thereon), the Swap Agreement (and payments by the
Swap
Counterparty thereunder) and the Floating Rate Account shall be
treated as a
grantor trust under subpart E of Part I of subchapter J of Chapter
1 of Subtitle
A of the Code ("Grantor Trust [A-2FL]") and that the Class [A-2FL]
Certificates
shall represent undivided beneficial interests in such portion of
the Grantor
Trust.]
As of the close of business on the Cut-off Date (as defined
herein),
the Loans had an aggregate principal balance, after application of
all payments
of principal due on or before such date, whether or not received,
equal to
$[__].
In consideration of the mutual agreements herein contained, the
Depositor, the Master Servicer, the Special Servicer and the
Trustee agree as
follows:
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<PAGE>
ARTICLE I
DEFINITIONS
SECTION 1.01 Defined Terms.
Whenever used in this Agreement the following words and
phrases,
unless the context otherwise requires, shall have the meanings
specified in this
Article.
"30/360 Basis": The accrual of interest based on a 360-day year
consisting of twelve 30-day months.
"A Loan": Each [CBA] A Loan, which is senior in right of payment
to
the related Junior Loan.
"A Note": With respect to any A Loan, the Mortgage Note included
in
the Trust Fund, which is senior in right of payment to the related
Junior Loan,
if any, to the extent set forth in the related Intercreditor
Agreement.
"Accountant's
Statement": As defined in Section 3.14.
"Accrued Certificate Interest Amount": With respect to each
Distribution Date and each Class of Regular Certificates [and the
Class A-2FL
Regular Interest], an amount equal to interest for the related
Interest Accrual
Period at the Pass-Through Rate applicable to such Class of
Certificates for
such Distribution Date, accrued on the related Class Principal
Balance of such
Class (or, in the case of a Class of Interest-Only Certificates, on
the Class
Notional Amount thereof) immediately prior to such Distribution
Date[; with
respect to the Class [A-2FL] Regular Interest, one month's interest
at the
Pass-Through Rate for the Class [A-2FL] Regular Interest] for such
Distribution
Date, accrued on the related Class Principal Balance immediately
prior to such
Distribution Date]. The Accrued Certificate Interest Amount for
each such Class
shall be calculated on a 30/360 Basis.
"Accrued Component Interest Amount": With respect to each
Component
of the Class [A-X] and Class [A-SP] Certificates for any
Distribution Date, an
amount equal to interest for the related Interest Accrual Period at
the Class
[A-X] Strip Rate or Class [A-SP] Strip Rate, as applicable, with
respect to such
Component for such Distribution Date, accrued on the Component
Notional Amount
of such Component outstanding immediately prior to such
Distribution Date. The
Accrued Component Interest Amount for each Component shall be
calculated on a
30/360 Basis.
"Acquisition Date": With respect to any REO Property, the first
day
on which such REO Property is considered to be acquired by the
Trust Fund and
the Lower-Tier REMIC within the meaning of Treasury regulations
section
1.856-6(b)(1), which is the first day on which the Lower-Tier REMIC
is treated
as the owner of such REO Property (or any interest therein) for
federal income
tax purposes.
"Actual/360 Basis": The accrual of interest based on the actual
number of days elapsed during each one-month accrual period in a
year assumed to
consist of 360 days.
"Additional Collateral": With respect to each Additional
Collateral
Loan, the cash reserve or irrevocable letter of credit partially
securing such
Additional Collateral Loan.
"Additional Collateral Loan": Any of the Loans identified on
Exhibit
C-1 hereto.
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<PAGE>
"Additional Review Period": As defined in Section 3.21(e).
"Additional Servicer" means each Affiliate of the Master
Servicer
that services any of the Loans and each Person who is not an
Affiliate of the
Master Servicer, other than the Special Servicer, who services 10%
or more of
the Loans.
"Additional Servicing Compensation": As defined in Section
3.11(a).
"Additional Trust Fund Expenses": An expense of the Trust Fund
that
(i) arises out of a default on a Loan or Serviced Loan Combination
or an
otherwise unanticipated event, (ii) is not covered by a Servicing
Advance or a
corresponding collection from the related Borrower and (iii) does
not represent
a loss on a Loan arising from the inability of the Master Servicer
and/or the
Special Servicer to collect all amounts due and owing under the
Loan, including
by reason of the fraud or bankruptcy of the Borrower or, to the
extent not
covered by insurance, a casualty of any nature at a Mortgaged
Property;
provided, however, that, "Additional Trust Fund Expense" shall not
include any
of the foregoing amounts that have been recovered from the related
Borrower or
Mortgaged Property.
"Adjusted Lower-Tier Remittance Rate": With respect to each
Uncertificated Lower-Tier Interest that constitutes a
Corresponding
Uncertificated Lower-Tier Interest for any Class [A-SP Component],
for any
Distribution Date up to and including the related Class [A-SP]
Termination Date,
an annual rate equal to the Reference Rate for such Distribution
Date, and for
any Distribution Date subsequent to the related Class [A-SP]
Termination Date,
an annual rate equal to the Pass-Through Rate in effect for such
Distribution
Date for the Corresponding Class of Sequential Pay Certificates in
respect of
such Uncertificated Lower-Tier Interest. With respect to each
Uncertificated
Lower-Tier Interest that does not constitute a Corresponding
Uncertificated
Lower-Tier Interest for any Class [A-SP Component], for any
Distribution Date,
an annual rate equal to the Pass-Through Rate in effect for such
Distribution
Date for the Corresponding Class of Sequential Pay Certificates in
respect of
such Uncertificated Lower-Tier Interest.
"Advance": Any P&I Advance or Servicing Advance.
"Adverse REMIC Event": As defined in Section 3.30(f).
"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.
"Alternative Adjusted Lower-Tier Remittance Rate": With respect
to
any Uncertificated Lower-Tier Interest, for any Distribution Date,
the rate per
annum equal to the Pass-Through Rate in effect for such
Distribution Date for
the Corresponding Class of Sequential Pay Certificates in respect
of such
Uncertificated Lower-Tier Interest.
"Anticipated Repayment Date": With respect to any ARD Loan,
designated as such on the Mortgage Loan Schedule, the date upon
which such ARD
Loan starts to accrue interest at its Revised Rate.
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<PAGE>
"Appraisal": An appraisal prepared in accordance with 12 C.F.R.
ss.
225.64 by an Appraiser selected by the Master Servicer or the
Special Servicer,
as applicable, or obtained in connection with the origination of
the Loan, as
applicable.
"Appraisal Reduction Amount": For any Distribution Date and for
any
Loan as to which an Appraisal Reduction Event has occurred, an
amount calculated
by the Special Servicer (and confirmed by the Master Servicer)
equal to the
excess, if any, of: (a) the Stated Principal Balance of such Loan;
over (b) the
excess, if any, of (i) the sum of (A) 90% of the Appraised Value
(as such
Appraised Value may be adjusted downward by the Special Servicer in
accordance
with the Servicing Standard, without implying any duty to do so,
based on the
Special Servicer's review of the Appraisal or such other
information as the
Special Servicer deems relevant) of the related Mortgaged Property
as determined
(1) with respect to any Loan with an outstanding principal balance
equal to or
greater than $[2,000,000], by one or more Appraisals (the costs of
which shall
be paid by the Master Servicer as a Servicing Advance) or (2) with
respect to
any Loan with an outstanding principal balance less than
$[2,000,000], by an
Appraisal (or an update of a prior Appraisal) (the costs of which
shall be paid
by the Master Servicer as a Servicing Advance) or an internal
valuation
performed by the Special Servicer, plus (B) any letter of credit,
reserve,
escrow or similar amount held by the Master Servicer which are
posted as
additional security for and may be applied to payments due on the
Loan in the
case of default, over (ii) the sum of (X) to the extent not
previously advanced
by the Master Servicer or the Trustee, all unpaid interest on such
Loan at a per
annum rate equal to its Mortgage Rate, (Y) all unreimbursed
Advances in respect
of such Loan, together with interest thereon at the Reimbursement
Rate, and (Z)
all currently due and unpaid real estate taxes and assessments,
Insurance Policy
premiums, ground rents and all other amounts due and unpaid with
respect to such
Loan, net of any amounts currently escrowed for such amounts (which
taxes,
assessments, premiums, ground rents and other amounts have not been
subject to
an Advance by the Master Servicer or the Trustee); provided that,
if neither a
required Appraisal has been obtained nor an internal valuation is
completed
within the period required under Section 3.19(c) with respect to
such Loan, then
until such Appraisal is obtained or such internal valuation is
completed, as the
case may be, in accordance with Section 3.19(c) the Appraisal
Reduction Amount
shall be equal to 25% of the Stated Principal Balance of such Loan
as of the
date of the related Appraisal Reduction Event; and provided,
further, that, if
the related Mortgaged Property has become an REO Property, then
references to
"Loan" above in this definition shall include any successor REO
Loan with
respect to the subject Loan.
In the case of each Loan Combination (or any successor REO
Loans
with respect thereto), [including without limitation each CBA A/B
Loan Pair],
any Appraisal Reduction Amount will be calculated in respect of
such Loan
Combination (or any successor REO Loans with respect thereto), as
if it was a
single Loan (or single REO Loan), and any Appraisal Reduction
Amount shall be
allocated first to the related Junior Loan(s), up to the
outstanding principal
balance of such Junior Loan (or REO Loan)), and then to the Loan
contained in
such Loan Combination.
Notwithstanding anything herein to the contrary, the aggregate
Appraisal Reduction Amount related to a Loan or any successor REO
Loan with
respect thereto will be reduced to zero as of the date such Loan or
such REO
Loan (or the related REO Property) is paid in full, liquidated,
repurchased or
otherwise removed from the Trust Fund.
"Appraisal Reduction Event": With respect to any Loan, the
earliest
of (i) [120] days after an uncured delinquency (without regard to
the
application of any grace period) occurs in respect of such Loan
(except that
with respect to a Balloon Payment, such date may extend until the
Loan becomes a
Specially Serviced Loan), (ii) the date on which a reduction in the
amount of
Monthly Payments on such Loan, or a change in any other material
economic term
of such Loan (other than an extension of the Maturity Date for a
period of [six]
months or less), becomes effective as a result of a modification of
such Loan by
the Special Servicer, (iii) [60] days after a receiver has been
appointed and
remains undismissed
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<PAGE>
for the Borrower or immediately after a receiver has been appointed
for the
related Mortgaged Property, (iv) [30] days after a Borrower
declares bankruptcy,
(v) [60] days after the Borrower has become the subject of a decree
or order for
a bankruptcy proceeding that shall have remained in force
undischarged and
unstayed, and (vi) immediately after such Loan becomes an REO Loan;
provided,
however, that there shall be no reduction in P&I Advances if an
Appraisal
Reduction Event shall occur on and after the date (if any) when the
aggregate of
the Class Principal Balances of all Classes of Sequential Pay
Certificates
(other than the Class A Sequential Pay Certificates) have been
reduced to zero.
The Special Servicer or the Master Servicer, as applicable, shall
notify the
Master Servicer or the Special Servicer, as applicable, and the
Trustee (and,
with respect to each Serviced Loan Combination, the related Junior
Loan
Holder(s), as applicable) promptly upon the occurrence of any of
the foregoing
events.
"Appraised Value": With respect to any Mortgaged Property, the
appraised value thereof (as is) as determined by the most recent
Appraisal
obtained or conducted, as appropriate, pursuant to this Agreement
or obtained in
connection with the origination of the Loan, as applicable.
"Appraiser": An Independent MAI, state certified organization
with
five years of experience in properties of like kind and in the same
geographic
area.
"ARD Loan": Any Loan that is designated as such on the Mortgage
Loan
Schedule.
"Asset Status Report":
As defined in Section 3.21(e).
"Assignable Primary Servicing Fee": Any Primary Servicing Fee
that
is payable to [___] or its permitted assignee pursuant to Section
3.11(a) and
subject to reduction by the Trustee pursuant to Section
3.11(a).
"Assignment of Leases": With respect to any Mortgaged Property,
any
assignment of leases, rents and profits or similar instrument,
executed by the
related Borrower, assigning to the related mortgagee all of the
income, rents
and profits derived from the ownership, operation, leasing or
disposition of all
or a portion of such Mortgaged Property, in the form which was duly
executed,
acknowledged and delivered, as amended, modified, renewed or
extended through
the date hereof and from time to time hereafter.
"Assumed Scheduled Payment": For any Due Period shall mean the
following:
(a) with respect to any Loan or Junior Loan that is delinquent
in
respect of
its Balloon Payment (and, if applicable, any successor REO Loan
with
respect thereto as to which the Balloon Payment would have been
past
due), an
amount equal to the sum of (i) the principal portion of the
Monthly
Payment that would have been due on such Loan or Junior Loan on
the
related Due Date based on the constant payment required by the
related
Note or
the original amortization schedule thereof (as calculated with
interest
at the related Mortgage Rate), if applicable, assuming such
Balloon
Payment had not become due (and, if applicable, assuming the
related
Mortgaged Property had not become an REO Property), after
giving
effect to
any modification of such Loan or Junior Loan, and (ii) one
month's
interest on the Stated Principal Balance of such Loan or Junior
Loan (or,
if applicable, any successor REO Loan with respect thereto) as
of the end
of such Due Period at the applicable Mortgage Rate (less the
related
Master Servicing Fee Rate and any Primary Servicing Fee Rate).
The
amount of
the Assumed Scheduled Payment for any A Loan or Junior Loan
shall be
calculated solely by reference to the terms of such A Loan or
Junior
Loan, as applicable (as modified in connection with any
bankruptcy
or similar
proceeding involving the related Mortgagor or pursuant to a
modification, waiver or amendment thereof granted or agreed to by
the
Master
Servicer or the Special Servicer pursuant
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<PAGE>
to the
terms hereof) and without regard to the remittance provisions
of
the
related Intercreditor Agreement ; and
(b) any REO Loan that is not delinquent in respect of its
Balloon
Payment,
an amount equal to the sum of (i) the principal portion of the
Monthly
Payment that would have been due on the related Loan on the
related
Due Date based on the original amortization schedule thereof
(as
calculated
with interest at the related Mortgage Rate), if applicable,
assuming
the related Mortgaged Property had not become an REO Property,
after
giving effect to any modification of the related Loan, and (ii)
one
month's
interest on the Stated Principal Balance of such REO Loan as of
the end of such Due
Period at the applicable Mortgage Rate (less the
related
Master Servicing Fee Rate and any Primary Servicing Fee Rate).
"Available Distribution Amount": With respect to any
Distribution
Date, an amount equal to the sum (without duplication) of:
(a) the aggregate amount received on or with respect to the
Loans
(and any
related REO Properties) on or prior to the related
Determination
Date and
on deposit in the Collection Account as of the close of
business
on the
Business Day preceding the Master Servicer Remittance Date,
exclusive
of any portion of such aggregate amount that is comprised of
one
or more of
the following amounts (without duplication):
(i) all Monthly Payments collected but due on a Due Date after
the end of the related Due Period;
(ii) all Principal Prepayments, Balloon Payments, Liquidation
Proceeds, Insurance and Condemnation Proceeds, amounts received
in
connection with Loan repurchases pursuant to Section 2.03(b)
and
other unscheduled recoveries that, in each case, are received
or
deemed received after the related Determination Date;
(iii) all amounts in the Collection Account that are payable
or reimbursable to any Person from the Collection Account
pursuant
to clauses (iii) through (xvii), inclusive, and clauses (xix),
(xx)
and (xxi) of Section 3.05(a);
(iv) all amounts that are payable or reimbursable to any
Person from the Distribution Account pursuant to clauses (iii)
through (vi), inclusive, of Section 3.05(b);
(v) all Yield Maintenance Charges;
(vi) all amounts deposited in the Collection Account in error;
(vii) any net interest or net investment income on funds on
deposit in the Collection Account or any REO Account or in
Permitted
Investments in which such funds may be invested;
(viii) with respect to any Distribution Date relating to each
Interest Accrual Period ending in each February or in any January
in
a year which is not a leap year, the Withheld Amounts in respect
of
the Interest Reserve Loans that are to be deposited in the
Interest
Reserve Account on such Distribution Date and held for future
distribution pursuant to Section 3.28;
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<PAGE>
(ix) all amounts received with respect to a Serviced Loan
Combination that are required to be paid to any related Junior
Loan
Holder pursuant to the terms of the related Junior Loan and the
related Intercreditor Agreement (which amounts will be
deposited
into the related Junior Loan Custodial Account pursuant to
Section
3.04 and/or Section 3.05, and withdrawn from such accounts
pursuant
to Section
3.05);
(x) Excess Interest; and
(xi) Excess Liquidation Proceeds;
(b) if and to the extent not already included in clause (a)
hereof,
the
aggregate amount transferred with respect to the REO Loans in
the
Mortgage
Pool from any REO Account to the Collection Account for such
Distribution Date pursuant to Section 3.16(c);
(c) the aggregate amount of any P&I Advances made in respect of
the
Mortgage
Pool by the Master Servicer and/or the Trustee, as applicable,
for such
Distribution Date pursuant to Section 4.03 or 7.05, which
P&I
Advances
shall not include any related Master Servicing Fees, Primary
Servicing
Fees or Workout Fees;
(d) all funds released from the Interest Reserve Account for
distribution on such Distribution Date;
(e) any and all payments required to be made by the Master
Servicer
pursuant
to Section 3.02(d);
(f) the aggregate amount transferred (pursuant to Section
3.04(f))
from the
Excess Liquidation Proceeds Account to the Distribution Account
in respect
of such Distribution Date; and
(g) if and to the extent not already included in clause (a)
hereof,
any Cure Payment
(except for any portion thereof payable or reimbursable
to the
Master Servicer or the Special Servicer) made by any Junior
Loan
Holder
pursuant to the terms of the related Intercreditor Agreement
prior
to or
during the related Due Period and allocable to principal or
interest
with
respect to the related Loan that is due during the related Due
Period.
Any determination of the portion of the Available Distribution
Amount that is attributable to Loan Group 1 or Loan Group 2 (as
contemplated by
Section 4.01) shall take account Section 1.05.
"Balloon Loan": Any Loan or Junior Loan that by its terms
provides
for an amortization schedule extending materially beyond its
Maturity Date or
for no amortization prior to its Maturity Date.
"Balloon Payment": With respect to any Balloon Loan and any date
of
determination, the scheduled payment of principal due on the
Maturity Date of
such Balloon Loan (less principal included in the applicable
amortization
schedule or scheduled Monthly Payment).
"Bankruptcy Code": The federal Bankruptcy Code, as amended from
time
to time (Title 11 of the United States Code).
"Base Interest Fraction": With respect to any Principal
Prepayment
or other early collection of principal on any Loan (or any
successor REO Loan
with respect thereto) and any of the Class [A-1] Class [A-2FX],
Class [A-1-A],
Class [B], Class [C], Class [D], Class [E], Class [F], Class
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<PAGE>
[G], Class [H] and Class [J] Certificates [and the Class [A-2FL]
Regular
Interest], a fraction (not greater than 1) (a) whose numerator is
the amount, if
any, by which (i) the Pass-Through Rate on such Class of
Certificates or the
Class [A-2FL Regular Interest] exceeds (ii) the Yield Rate used in
calculating
the Yield Maintenance Charge with respect to such Principal
Prepayment or other
early collection of principal and (b) whose denominator is the
amount, if any,
by which the (i) Mortgage Rate on such Loan (or REO Loan) exceeds
(ii) the Yield
Rate (as provided by the Master Servicer) used in calculating the
Yield
Maintenance Charge with respect to such Principal Prepayment or
other early
collection of principal; provided, however, that if such Yield Rate
is greater
than or equal to the lesser of (x) the Mortgage Rate on such Loan
(or REO Loan)
and (y) the Pass-Through Rate described in clause (a)(i) above,
then the Base
Interest Fraction shall be zero.
"Book-Entry Certificate": Any Certificate registered in the name
of
the Depository or its nominee.
"Book-Entry Non-Registered Certificate": Any Non-Registered
Certificate that constitutes a Book-Entry Certificate.
"Borrower": With respect to any Loan, the obligor or obligors on
any
related Note or Notes, including, without limitation, any Person
that has
acquired the related Mortgaged Property and assumed the obligations
of the
original obligor under the Note or Notes.
"Breach": As defined in Section 2.03(b).
["Broker Strip": With respect to each Broker Strip Loan, the
right
to receive interest accrued on the principal balance of such Loan
at the Broker
Strip Rate for such Loan.]
["Broker Strip Interest": With respect to each Broker Strip
Loan,
interest accrued on the principal balance of such loan at the
Broker Strip Rate
for such Loan.]
["Broker Strip Loans": The Loans listed on Exhibit P hereto.]
["Broker Strip Payee": With respect to any Broker Strip Loan,
the
"Broker Strip Payee" specified on Exhibit P hereto with respect to
such Loan.]
["Broker Strip Rate": With respect to each Broker Strip Loan,
the
"Broker Strip Rate" specified on Exhibit P hereto with respect to
such Loan.]
"Business Day": Any day other than a Saturday, a Sunday or a day
on
which banking institutions in the states where the Collection
Account, the
Distribution Account, the Trustee, the Master Servicer, the Special
Servicer or
[________], as Primary Servicer, are located are authorized or
obligated by law
or executive order to remain closed.
"Cash Collateral Account": With respect to any Loan that has a
Lock-Box Account, any account or accounts created pursuant to the
related
Mortgage, Loan Agreement, Cash Collateral Account Agreement or
other Loan
Document, into which account or accounts the Lock-Box Account
monies are swept
on a regular basis for the benefit of the Trustee as successor to
the applicable
Mortgage Loan Seller[s]'s interest in such Loan. Any Cash
Collateral Account
shall be beneficially owned for federal income tax purposes by the
Person who is
entitled to receive all reinvestment income or gain thereon in
accordance with
the terms and provisions of the related Loan and Section 3.06,
which Person (and
not the Trust) may be taxed on all reinvestment income or gain
thereon. The
Master Servicer shall be permitted to make withdrawals therefrom
solely for
deposit into the Collection Account or a Servicing Account, or
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<PAGE>
to remit to the Borrower as required by the related Loan Documents,
as
applicable. To the extent not inconsistent with the terms of the
related Loan,
each such Cash Collateral Account shall be an Eligible Account.
"Cash Collateral Account Agreement": With respect to any Loan,
the
cash collateral account agreement, if any, between the related
Mortgage Loan
Originator and the related Borrower, pursuant to which the related
Cash
Collateral Account, if any, may have been established.
["CBA A Loan": The Loans secured by the Mortgaged Properties
identified on the Mortgage Loan Schedule as [List Mortgaged
Properties]
respectively, each of which Loans are senior in right of payment to
the related
CBA B Loan, to the extent set forth in the related CBA
Intercreditor Agreement.]
["CBA A/B Loan Pair": Any CBA A Loan together with the related CBA
B
Loan.]
["CBA A/B Material Default": With respect to a CBA A/B Loan Pair,
a
"Material Default" under, and within the meaning of, the related
Intercreditor
Agreement.]
["CBA B Loan": With respect to each CBA A Loan, the mortgage
loan
secured, on a subordinate basis, by the same Mortgage on the same
Mortgaged
Property as such CBA A Loan, which subordinate mortgage loan is not
included in
the Trust Fund.]
["CBA B Loan Holder": With respect to any CBA A/B Loan Pair,
CBA-Mezzanine Capital Finance, LLC or its successors and assigns,
as the holder
of the related CBA B Loan.]
["CBA Intercreditor Agreement": With respect to each CBA A/B
Loan
Pair, the related intercreditor agreement entered into by and
between the holder
of the related CBA A Loan and the related CBA B Loan Holder, as the
same may be
further amended from time to time in accordance with the terms
thereof.]
"CERCLA": The Comprehensive Environmental Response, Compensation
and
Liability Act of 1980, as amended.
"Certificate": Any one of the Depositor's Commercial Mortgage
Pass-Through Certificates, Series 200__-__, as executed by the
Trustee or
Certificate Registrar and authenticated and delivered hereunder by
the
Certificate Registrar.
"Certificate Notional Amount": With respect to any Class [A-X]
or
Class [A-SP] 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
[A-X] or Class
[A-SP] 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 principal
balance 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 Sequential Pay Certificates to which such Certificate
belongs.
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<PAGE>
"Certificate Register" and "Certificate Registrar": The
register
maintained and the registrar appointed pursuant to Section
5.02.
"Certificateholder" or "Holder": The Person in whose name a
Certificate is registered in the Certificate Register; provided,
however, that
solely for the purposes of giving any consent, approval or waiver
pursuant to
this Agreement with respect to the rights, obligations or
liabilities of the
Trustee, the Master Servicer or the Special Servicer, any
Certificate registered
in the name of the Trustee, the Master Servicer, the Special
Servicer or any
Affiliate of any of them, as applicable, 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 has been obtained;
provided that (i)
such restrictions shall not apply to the selection of the
Controlling Class (or
the Directing Certificateholder) or the exercise of the Special
Servicer's or
its Affiliates' rights as a member of the Controlling Class and
(ii) the
foregoing shall not apply if the Trustee, the Master Servicer or
the Special
Servicer, as the case may be, and/or their Affiliates, own the
entire Class of
each Class of Certificates affected by such action, vote, consent
or waiver. The
Trustee shall be entitled to request and conclusively rely upon a
certificate of
the Master Servicer or the Special Servicer in 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.
"Class": With respect to any Certificates, Uncertificated
Lower-Tier
Interests [or the Class [A-2FL] Regular Interest], all of the
Certificates,
Uncertificated Lower-Tier Interests [or the Class [A-2FL] Regular
Interest],
respectively, bearing the same alphabetical and, if applicable,
numerical class
designation.
"Class A Certificate": Any Class [A-1], Class [A-2FX], Class
[A-2FL], Class [A-1-A], Class [A-SP] or Class [A-X]
Certificate.
"Class A Sequential Pay Certificate": Any Class [A-1], Class
[A-2FX], Class [A-2FL], or Class [A-1-A] Certificate.
"Class [A-1] Certificate": A Certificate designated as "Class
[A-1]"
on the face thereof, substantially in the form of Exhibit A-1
hereto.
"Class [A-1] Pass-Through Rate": [[_______]% per annum.]
["Class [A-2FX] Pass-Through Rate": As to any Distribution Date,
the
lesser of (i) [_______]% and (ii) the Weighted Average Net Mortgage
Pass-Through
Rate for such Distribution Date.]
["Class [A-2FX] Certificate": A Certificate designated as
"Class
[A-2FX]" on the face thereof, substantially in the form of Exhibit
A-1 hereto.]
["Class [A-2FL] Available Funds": With respect to any
Distribution
Date, an amount equal to (a) the sum of (i) the total amount of all
principal
and/or interest distributions, as well as all distributions of
Yield Maintenance
Charges, on or in respect of the Class [A-2FL] Regular Interest
with respect to
such Distribution Date and (ii) the amounts, if any, received from
the Swap
Counterparty pursuant to the Swap Agreement for such Distribution
Date, less (b)
with respect to interest amounts, the sum of (i) all regularly
scheduled
interest amounts required to be paid to the Swap Counterparty
pursuant
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<PAGE>
to the Swap Agreement for such Distribution Date, (ii) any amount
payable to the
Trustee as Net Investment Earnings earned on funds held in the
Floating Rate
Account and (iii) any amount deposited in the Floating Rate Account
in error.]
["Class [A-2FL] Certificate": A Certificate designated as
"Class
[A-2FL]" on the face thereof, substantially in the form of Exhibit
A-1A hereto.]
["Class [A-2FL] Distribution Conversion": With respect to any
Distribution Date (i) immediately upon and during the continuation
of a Swap
Default of the nature described in clause (i) of the definition of
"Swap
Default" while the Trustee is pursuing remedies under the Swap
Agreement
pursuant to Section 3.32, or (ii) immediately upon and following
the termination
of the Swap Agreement, the conversion of distributions to the Class
[A-2FL]
Certificates from distributions based, in part, on floating
interest payments
from the Swap Counterparty under the Swap Agreement to
distributions based
solely on fixed interest distributions in respect of the Class
[A-2FL] Regular
Interest, as specified in Section 4.01.]
["Class [A-2FL] Fixed Swap Payment": With respect to any
Distribution Date, the fixed interest amount required to be paid to
the Swap
Counterparty by the Trust under the Swap Agreement (prior to any
netting against
amounts due from the Swap Counterparty to the Trust) in respect of
that
Distribution Date.]
["Class [A-2FL]
Floating Swap Payment": With respect to any
Distribution Date, the floating interest amount required to be paid
to the Trust
by the Swap Counterparty under the Swap Agreement (prior to any
netting against
amounts due from the Trust to the Swap Counterparty) in respect of
that
Distribution Date.]
["Class [A-2FL] Interest Distribution Amount": With respect to
any
Distribution Date, an amount equal to (a) the sum of (i) the
Optimal Interest
Distribution Amount with respect to the Class [A-2FL] Regular
Interest for such
Distribution Date, (ii) the Class [A-2FL] Floating Swap Payment
received from
the Swap Counterparty with respect to such Distribution Date and
(iii) if the
Swap Agreement is terminated and a replacement Swap Agreement is
not obtained,
any Swap Termination Payment collected during the related Due
Period, less (b)
the Class [A-2FL] Fixed Swap Payment made to the Swap Counterparty
with respect
to such Distribution Date.]
["Class [A-2FL] Net Fixed Swap Payment": With respect to any
Distribution Date, the excess, if any of (i) the Class [A-2FL]
Fixed Swap
Payment for that Distribution Date over (ii) the Class [A-2FL]
Floating Swap
Payment in respect of that Distribution Date.]
["Class [A-2FL] Net Floating Swap Payment": With respect to any
Distribution Date, the excess, if any of (i) the Class [A-2FL]
Floating Swap
Payment for that Distribution Date over (ii) the Class [A-2FL]
Fixed Swap
Payment in respect of that Distribution Date.]
["Class [A-2FL] Pass-Through Rate": With respect to any
Distribution
Date, LIBOR plus [__]%; except that if (a) the total amount of
interest
distributions with respect to the Class [A-2FL] Regular Interest
for any
distribution date deposited in the Floating Rate Account is less
than (b) 1/12th
of the product of (i) [_______]%, multiplied by (ii) the Class
Principal Balance
of the Class [A-2FL] Regular Interest immediately prior to that
Distribution
Date, then there will be a proportionate reduction to the amount of
interest
distributable on the Class [A-2FL] Certificates, as provided in the
Swap
Agreement.]
-14-
<PAGE>
["Class [A-2FL] Principal Distribution Amount": With respect to
any
Distribution Date, an amount equal to the amount of principal
allocated pursuant
to Section 4.01 in respect of the Class [A-2FL Regular Interest] on
such
Distribution Date.]
["Class [A-2FL] Regular Interest": The uncertificated interest
in
REMIC II, designated as "Class [A-2FL]," constituting a "regular
interest" in
REMIC II for purposes of the REMIC Provisions and having the
characteristics
attributable thereto in this Agreement.]
["Class [A-2FL] Regular Interest Pass-Through Rate": The lesser
of
(a) [_______]% per annum and (b) the Weighted Average Net Mortgage
Pass-Through
Rate.]
["Class [A-2FL] Swap Payment Date": With respect to any
Distribution
Date, the Swap Business Day preceding such Distribution Date.]
"Class [A-1-A] Certificate": A Certificate designated as "Class
[A-1-A]" on the face thereof, substantially in the form of Exhibit
A-1 hereto.
"Class [A-1-A] Components": Component [A-1-A-1, Component
A-1-A-2,
Component A-1-A-3, Component A-1-A-4, Component A-1-A-5, Component
A-1-A-6,
Component A-1-A-7 and Component A-1-A-8.]
"Class [A-1-A] Pass-Through Rate": As to any Distribution Date,
a
per annum rate equal to [the lesser of (i) [__]% and (ii) the
Weighted Average
Net Mortgage Pass-Through Rate for such Distribution Date].
"Class [A-SP] Certificate": A Certificate designated as "Class
[A-SP]" on the face thereof, substantially in the form of Exhibit
A-2 hereto.
"Class [A-SP] Component": Any of Component [A-SP-A-1-2,
Component
A-SP-A-1-3, Component A-SP-A-2FX-1, Component A-SP-A-2FX-2,
Component
A-SP-A-2FX-3, Component A-SP-A-2FL-1, Component A-SP-A-2FL-2,
Component
A-SP-A-2FL-3, Component A-SP-A-1-A-2, Component A-SP-A-1-A -3,
Component
A-SP-A-1-A-4, Component A-SP-A-1-A-5, Component A-SP-A-1-A-6,
Component
A-SP-A-1-A-7, Component A-SP-A-1-A-8, Component A-SP-B, Component
A-SP-C-1,
Component A-SP-C-2, Component A-SP-D, Component A-SP-E-1, Component
A-SP-E-2,
Component A-SP-F-1, Component A-SP-F-2, Component A-SP-G, Component
A-SP-H-1,
Component A-SP-H-2, Component A-SP-J-1 and Component A-SP-J-2].
Each of the
Class A-SP Components constitutes a separate "regular interest" in
the
Upper-Tier REMIC.
"Class [A-SP] Notional Amount": As of any date of determination,
the
sum of then Component Notional Amounts of the Class A-SP
Components; provided
that, for reporting purposes, the Class [A-SP] Notional Amount from
time to time
shall be calculated in accordance with the Prospectus
Supplement.
"Class [A-SP] Pass-Through Rate": As to any Distribution Date,
the
per annum rate, expressed as a percentage, equal to the weighted
average of the
respective Class [A-SP] Strip Rates of the Class [A-SP] Components
for (and
weighted on the basis of their respective Component Notional
Balances
immediately prior to) such Distribution Date; provided that, for
reporting
purposes, the Class [A-SP] Pass-Through Rate for each Distribution
Date shall be
calculated in accordance with the Prospectus Supplement.]
-15-
<PAGE>
"Class [A-SP] Strip Rate": With respect to any Class [A-SP]
Component, for any Distribution Date, a rate per annum equal to the
excess, if
any, of (i) the lesser of the Lower-Tier Remittance Rate and the
Adjusted
Lower-Tier Remittance Rate with respect to such Class [A-SP]
Component's
Corresponding Uncertificated Lower-Tier Interest for such
Distribution Date,
over (ii) the Alternative Adjusted Lower-Tier Remittance Rate with
respect to
such Class [A-SP] Component's Corresponding Uncertificated
Lower-Tier Interest
for such Distribution Date.]
"Class [A-SP] Termination Date": With respect to any of the
Uncertificated Lower-Tier Interests specified below, the
Distribution Date that
occurs in the month and year indicated below:
Month and Year of Related
Class Designation
Class A-SP Termination Date
----------------------------------
-------------------------------------
[LA-1-2]
[___]
[LA-1-3]
[___]
[LA-2FX-1]
[___]
[LA-2FX-2]
[___]
[LA-2FX-3]
[___]
[LA-2FL-1]
[___]
[LA-2FL-2]
[___]
[LA-2FL-3]
[___]
[LA-1-A-2]
[___]
[LA-1-A-3]
[___]
[LA-1-A-4]
[___]
[LA-1-A-5]
[___]
[LA-1-A-6]
[___]
[LA-1-A-7]
[___]
[LA-1-A-8]
[___]
[LB]
[___]
[LC-1]
[___]
[LC-1]
[___]
[LD]
[___]
[LE-1]
[___]
[LE-2]
[___]
[LF-1]
[___]
[LF-2]
[___]
[LG]
[___]
[LH-1]
[___]
[LH-2]
[___]
[LJ-1]
[___]
[LJ-2]
[___]
"Class [A-X] Certificate": A Certificate designated as "Class
[A-X]"
on the face thereof, substantially in the form of Exhibit A-2
hereto.
"Class [A-X] Component": Any of Component [A-X-A-1-1, Component
A-X-A-1-2, Component A-X-A-1-3, Component A-X-A-2FX-1, Component
A-X-A-2FX-2,
Component A-X-A-2FX-3, Component A-X-A-2FL-1, Component
A-X-A-2FL-2, Component
A-X-A-2FL-3, Component A-X-A-1-A-1, Component A-X-A-1-A-2,
Component
A-X-A-1-A-3, Component A-X-A-1-A-4, Component A-X-A-1-A-5,
Component
A-X-A-1-A-6, Component A-X-A-1-A-7, Component A-X-A-1-A-8,
Component A-X-B,
Component A-X-C-1, Component A-X-C-2, Component A-X-D, Component
A-X-E-1,
Component A-X-E-2, Component A-X-F-1, Component A-X-F-2, Component
A-X-G,
Component A-
-16-
<PAGE>
X-H-1, Component A-X-H-2, Component A-X-J-1, Component A-X-J-2,
Component A-X-K,
Component A-X-L, Component A-X-M and Component A-X-N].
"Class [A-X] Notional Amount": With respect to the Class [A-X]
Certificates, as of any date of determination, the sum of then
Component
Notional Amounts of all of the Class [A-X] Components.
"Class [A-X] Pass-Through Rate": As to any Distribution Date,
the
per annum rate, expressed as a percentage, equal to the weighted
average of the
respective Class [A-X] Strip Rates of the Class [A-X] Components
for (and
weighted on the basis of their respective Component Notional
Balances
immediately prior to) for such Distribution Date.
"Class [A-X] Strip Rate": With respect to any Class [A-X]
Component,
for any Distribution Date, a rate per annum equal to the excess, if
any, of (i)
the Lower-Tier Remittance Rate with respect to such Class [A-X]
Component's
Corresponding Uncertificated Lower-Tier Interest for such
Distribution Date,
over (ii) the greater of the Adjusted Lower-Tier Remittance Rate
and the
Alternative Adjusted Lower-Tier Remittance Rate with respect to
such Class [A-X]
Component's Corresponding Uncertificated Lower-Tier Interest for
such
Distribution Date.
"Class [B] Certificate": A Certificate designated as "Class [B]"
on
the face thereof, substantially in the form of Exhibit A-1
hereto.
"Class [B] Pass-Through Rate": As to any Distribution Date, a
per
annum rate equal to [the lesser of (i) [_______]% and (ii) the
Weighted Average
Net Mortgage Pass-Through Rate for such Distribution Date].
"Class [C] Certificate": A Certificate designated as "Class [C]"
on
the face thereof, substantially in the form of Exhibit A-1
hereto.
"Class [C] Pass-Through Rate": As to any Distribution Date, a
per
annum rate equal to [the lesser of (i) [_______]% and (ii) the
Weighted Average
Net Mortgage Pass-Through Rate for such Distribution Date].
"Class [D] Certificate": A Certificate designated as "Class [D]"
on
the face thereof, substantially in the form of Exhibit A-1
hereto.
"Class [D] Pass-Through Rate": As to any Distribution Date, a
per
annum rate equal to [the lesser of (i) [___]% and (ii) the Weighted
Average Net
Mortgage Pass-Through Rate for such Distribution Date].
"Class [E] Certificate": A Certificate designated as "Class [E]"
on
the face thereof, substantially in the form of Exhibit A-3
hereto.
"Class [E] Pass-Through Rate": As to any Distribution Date, a
per
annum rate equal to [the lesser of (i) [___]% and (ii) the Weighted
Average Net
Mortgage Pass-Through Rate for such Distribution Date].
"Class [F] Certificate": A Certificate designated as "Class [F]"
on
the face thereof, substantially in the form of Exhibit A-3
hereto.
-17-
<PAGE>
"Class [F] Pass-Through Rate": As to any Distribution Date, a
per
annum rate equal to [the lesser of (i) [___]% and (ii) the Weighted
Average Net
Mortgage Pass-Through Rate for such Distribution Date].
"Class [G] Certificate": A Certificate designated as "Class [G]"
on
the face thereof, substantially in the form of Exhibit A-3
hereto.
"Class [G] Pass-Through Rate": As to any Distribution Date, a
per
annum rate equal to [the lesser of (i) [___]% and (ii) the Weighted
Average Net
Mortgage Pass-Through Rate for such Distribution Date].
"Class [H] Certificate": A Certificate designated as "Class [H]"
on
the face thereof, substantially in the form of Exhibit A-3
hereto.
"Class [H] Pass-Through Rate": As to any Distribution Date, a
per
annum rate equal to [the Weighted Average Net Mortgage Pass-Through
Rate for
such Distribution Date].
"Class [J] Certificate": A Certificate designated as "Class [J]"
on
the face thereof, substantially in the form of Exhibit A-3
hereto.
"Class [J] Pass-Through Rate": As to any Distribution Date, a
per
annum rate equal to [the lesser of (i) [___]% and (ii) the Weighted
Average Net
Mortgage Pass-Through Rate for such Distribution Date].
"Class [K] Certificate": A Certificate designated as "Class [K]"
on
the face thereof, substantially in the form of Exhibit A-3
hereto.
"Class [K] Pass-Through Rate": As to any Distribution Date, a
per
annum rate equal to [the lesser of (i) [___]% and (ii) the Weighted
Average Net
Mortgage Pass-Through Rate for such Distribution Date].
"Class [L] Certificate": A Certificate designated as "Class [L]"
on
the face thereof, substantially in the form of Exhibit A-3
hereto.
"Class [L] Pass-Through Rate": As to any Distribution Date, a
per
annum rate equal to [the lesser of (i) [___]% and (ii) the Weighted
Average Net
Mortgage Pass-Through Rate for such Distribution Date].
"Class [LA-1-1] Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC,
has the
Original Lower-Tier Principal Amount set forth in the Preliminary
Statement
hereto and accrues interest at its Lower-Tier Remittance Rate in
effect from
time to time.
"Class [LA-1-2] Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC,
has the
Original Lower-Tier Principal Amount set forth in the Preliminary
Statement
hereto and accrues interest at its Lower-Tier Remittance Rate in
effect from
time to time.]
"Class [LA-1-3] Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC,
has the
Original Lower-Tier Principal Amount set forth in
-18-
<PAGE>
the Preliminary Statement hereto and accrues interest at its
Lower-Tier
Remittance Rate in effect from time to time.
"Class [LA-2FX-1] Lower-Tier Interest": A regular interest in
the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC,
has the
Original Lower-Tier Principal Amount set forth in the Preliminary
Statement
hereto and accrues interest at its Lower-Tier Remittance Rate in
effect from
time to time.
"Class [LA-2FX-2] Lower-Tier Interest": A regular interest in
the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC,
has the
Original Lower-Tier Principal Amount set forth in the Preliminary
Statement
hereto and accrues interest at its Lower-Tier Remittance Rate in
effect from
time to time.
"Class [LA-2FX-3] Lower-Tier Interest": A regular interest in
the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC,
has the
Original Lower-Tier Principal Amount set forth in the Preliminary
Statement
hereto and accrues interest at its Lower-Tier Remittance Rate in
effect from
time to time.
"Class [LA-2FL-1] Lower-Tier Interest": A regular interest in
the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC,
has the
Original Lower-Tier Principal Amount set forth in the Preliminary
Statement
hereto and accrues interest at its Lower-Tier Remittance Rate in
effect from
time to time.
"Class [LA-2FL-2] Lower-Tier Interest": A regular interest in
the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC,
has the
Original Lower-Tier Principal Amount set forth in the Preliminary
Statement
hereto and accrues interest at its Lower-Tier Remittance Rate in
effect from
time to time.
"Class [LA-2FL-3] Lower-Tier Interest": A regular interest in
the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC,
has the
Original Lower-Tier Principal Amount set forth in the Preliminary
Statement
hereto and accrues interest at its Lower-Tier Remittance Rate in
effect from
time to time.
"Class [LA-1-A-1] Lower-Tier Interest": A regular interest in
the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC,
has the
Original Lower-Tier Principal Amount set forth in the Preliminary
Statement
hereto and accrues interest at its Lower-Tier Remittance Rate in
effect from
time to time.
"Class [LA-1-A-2] Lower-Tier Interest": A regular interest in
the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC,
has the
Original Lower-Tier Principal Amount set forth in the Preliminary
Statement
hereto and accrues interest at its Lower-Tier Remittance Rate in
effect from
time to time.
"Class [LA-1-A-3] Lower-Tier Interest": A regular interest in
the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC,
has the
Original Lower-Tier Principal Amount set forth in the Preliminary
Statement
hereto and accrues interest at its Lower-Tier Remittance Rate in
effect from
time to time.
"Class [LA-1-A-4] Lower-Tier Interest": A regular interest in
the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC,
has the
Original Lower-Tier Principal Amount set forth
-19-
<PAGE>
in the Preliminary Statement hereto and accrues interest at its
Lower-Tier
Remittance Rate in effect from time to time.
"Class [LA-1-A-5] Lower-Tier Interest": A regular interest in
the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC,
has the
Original Lower-Tier Principal Amount set forth in the Preliminary
Statement
hereto and accrues interest at its Lower-Tier Remittance Rate in
effect from
time to time.
"Class [LA-1-A-6] Lower-Tier Interest": A regular interest in
the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC,
has the
Original Lower-Tier Principal Amount set forth in the Preliminary
Statement
hereto and accrues interest at its Lower-Tier Remittance Rate in
effect from
time to time.
"Class [LA-1-A-7] Lower-Tier Interest": A regular interest in
the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC,
has the
Original Lower-Tier Principal Amount set forth in the Preliminary
Statement
hereto and accrues interest at its Lower-Tier Remittance Rate in
effect from
time to time.
"Class [LA-1-A-8] Lower-Tier Interest": A regular interest in
the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC,
has the
Original Lower-Tier Principal Amount set forth in the Preliminary
Statement
hereto and accrues interest at its Lower-Tier Remittance Rate in
effect from
time to time.
"Class [LB] Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC,
has the
Original Lower-Tier Principal Amount set forth in the Preliminary
Statement
hereto and accrues interest at its Lower-Tier Remittance Rate in
effect from
time to time.
"Class [LC-1] Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC,
has the
Original Lower-Tier Principal Amount set forth in the Preliminary
Statement
hereto and accrues interest at its Lower-Tier Remittance Rate in
effect from
time to time.
"Class [LC-2] Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC,
has the
Original Lower-Tier Principal Amount set forth in the Preliminary
Statement
hereto and accrues interest at its Lower-Tier Remittance Rate in
effect from
time to time.
"Class [LD] Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC,
has the
Original Lower-Tier Principal Amount set forth in the Preliminary
Statement
hereto and accrues interest at its Lower-Tier Remittance Rate in
effect from
time to time.
"Class [LE-1] Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC,
has the
Original Lower-Tier Principal Amount set forth in the Preliminary
Statement
hereto and accrues interest at its Lower-Tier Remittance Rate in
effect from
time to time.
"Class [LE-2] Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC,
has the
Original Lower-Tier Principal Amount set forth in the
-20-
<PAGE>
Preliminary Statement hereto and accrues interest at its Lower-Tier
Remittance
Rate in effect from time to time.
"Class [LF-1] Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC,
has the
Original Lower-Tier Principal Amount set forth in the Preliminary
Statement
hereto and accrues interest at its Lower-Tier Remittance Rate in
effect from
time to time.
"Class [LF-2] Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC,
has the
Original Lower-Tier Principal Amount set forth in the Preliminary
Statement
hereto and accrues interest at its Lower-Tier Remittance Rate in
effect from
time to time.
"Class [LG] Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC,
has the
Original Lower-Tier Principal Amount set forth in the Preliminary
Statement
hereto and accrues interest at its Lower-Tier Remittance Rate in
effect from
time to time.
"Class [LH-1] Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC,
has the
Original Lower-Tier Principal Amount set forth in the Preliminary
Statement
hereto and accrues interest at its Lower-Tier Remittance Rate in
effect from
time to time.
"Class [LH-2] Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC,
has the
Original Lower-Tier Principal Amount set forth in the Preliminary
Statement
hereto and accrues interest at its Lower-Tier Remittance Rate in
effect from
time to time.
"Class [LJ-1] Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC,
has the
Original Lower-Tier Principal Amount set forth in the Preliminary
Statement
hereto and accrues interest at its Lower-Tier Remittance Rate in
effect from
time to time.
"Class [LJ-2] Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC,
has the
Original Lower-Tier Principal Amount set forth in the Preliminary
Statement
hereto and accrues interest at its Lower-Tier Remittance Rate in
effect from
time to time.
"Class [LK] Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC,
has the
Original Lower-Tier Principal Amount set forth in the Preliminary
Statement
hereto and accrues interest at its Lower-Tier Remittance Rate in
effect from
time to time.
"Class [LL] Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC,
has the
Original Lower-Tier Principal Amount set forth in the Preliminary
Statement
hereto and accrues interest at its Lower-Tier Remittance Rate in
effect from
time to time.
"Class [LM] Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC,
has the
Original Lower-Tier Principal Amount set forth in the
-21-
<PAGE>
Preliminary Statement hereto and accrues interest at its Lower-Tier
Remittance
Rate in effect from time to time.
"Class [LN] Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC,
has the
Original Lower-Tier Principal Amount set forth in the Preliminary
Statement
hereto and accrues interest at its Lower-Tier Remittance Rate in
effect from
time to time.
"Class [LO] Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC,
has the
Original Lower-Tier Principal Amount set forth in the Preliminary
Statement
hereto and accrues interest at its Lower-Tier Remittance Rate in
effect from
time to time.
"Class [LP] Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC,
has the
Original Lower-Tier Principal Amount set forth in the Preliminary
Statement
hereto and accrues interest at its Lower-Tier Remittance Rate in
effect from
time to time.
"Class [LQ] Lower-Tier Interest": A regular interest in the
Lower-Tier REMIC that is held as an asset of the Upper-Tier REMIC,
has the
Original Lower-Tier Principal Amount set forth in the Preliminary
Statement
hereto and accrues interest at its Lower-Tier Remittance Rate in
effect from
time to time.
"Class [M] Certificate": A Certificate designated as "Class [M]"
on
the face thereof, substantially in the form of Exhibit A-3
hereto.
"Class [M] Pass-Through Rate": As to any Distribution Date, a
per
annum rate equal to [the lesser of (i) [___]% and (ii) the Weighted
Average Net
Mortgage Pass-Through Rate for such Distribution Date].
"Class [N] Certificate": A Certificate designated as "Class [N]"
on
the face thereof, substantially in the form of Exhibit A-3
hereto.
"Class [N] Pass-Through Rate": As to any Distribution Date, a
per
annum rate equal to [the lesser of (i) [___]% and (ii) the Weighted
Average Net
Mortgage Pass-Through Rate for such Distribution Date].
"Class Notional Amount": For any date of determination, the
Class
[A-X] Notional Amount or the Class [A-SP] Notional Amount, as
applicable.
"Class Principal Balance": With respect to any Class of
Sequential
Pay Certificates, as of any date of determination, a principal
amount equal to
the Original Class Principal Balance of such Class as specified in
the
Preliminary Statement hereto, as such principal amount may be
permanently
reduced (to not less than zero) on each Distribution Date
coinciding with or
preceding such date of determination by (i) any distributions of
principal made
with respect to such Class of Sequential Pay Certificates on the
subject
Distribution Date pursuant to Section 4.01(a) and (ii) any
Collateral Support
Deficit allocated to such Class of Sequential Pay Certificates on
the subject
Distribution Date pursuant to Section 4.04.
"Class R Certificate": A Certificate designated as "Class R" on
the
face thereof, substantially in the form of Exhibit A-5 hereto.
-22-
<PAGE>
"Class V Certificate": A Certificate designated as "Class V" on
the
face thereof, substantially in the form of Exhibit A-4 hereto. The
Class V
Certificates have no Pass-Through Rate, Class Principal Balance or
Class
Notional Amount.
"Clearstream": Clearstream Banking, Luxembourg, or any
successor.
"Closing Date": [___].
"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
principal
purposes is the establishment of industry standards for
reporting
transaction-specific information relating to commercial mortgage
pass-through
certificates and commercial mortgage-backed bonds and the
commercial mortgage
loans and foreclosed properties underlying or backing them to
investors holding
or owning such certificates or bonds, and any successor to such
other
association or organization. If an organization or association
described in one
of the preceding sentences of this definition does not exist,
"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 Directing Certificateholder.
"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": A 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 (unless the
Directing
Certificateholder and the Rating Agencies otherwise consent to an
alternative
form of such report).
"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
(unless the
Directing Certificateholder and the Rating Agencies otherwise
consent to an
alternative form of such report).
"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 (unless the Directing Certificateholder and
the Rating
Agencies otherwise consent to an alternative form of such
report).
-23-
<PAGE>
"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
(unless the Directing Certificateholder and the Rating Agencies
otherwise
consent to an alternative form of such report).
"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
(unless the
Directing Certificateholder and the Rating Agencies otherwise
consent to an
alternative form of such report).
"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
information and
containing such additional information as may from time to time be
recommended
by the CMSA for commercial mortgage-backed securities transactions
generally
(unless the Directing Certificateholder and the Rating Agencies
otherwise
consent to an alternative form of such report).
"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
(unless the Directing Certificateholder and the Rating Agencies
otherwise
consent to an alternative form of such report).
"CMSA Investor Reporting Package":
(a) the following seven electronic files: (i) CMSA Loan Setup
File,
(ii) CMSA
Loan Periodic Update File, (iii) CMSA Property File, (iv) CMSA
Bond Level
File, (v) CMSA Financial File, (vi) CMSA Collateral Summary
File and
(vii) CMSA Special Servicer Loan File;
(b) the following nine supplemental reports: (i) CMSA
Delinquent
Loan
Status Report, (ii) CMSA Historical Loan Modification and
Corrected
Mortgage
Loan Report, (iii) CMSA Historical Liquidation Report, (iv)
CMSA
REO Status
Report, (v) CMSA Loan Level Reserve/LOC Report, (vi) CMSA
Comparative Financial Status Report, (vii) CMSA Servicer Watch
List,
(viii)
CMSA Operating Statement Analysis Report, (ix) CMSA NOI
Adjustment
Worksheet,
(x) CMSA Reconciliation of Funds and (xi) the CMSA Advance
Recovery
Report;
(c) such other reports as CMSA may designate as part of the
"CMSA
Investor
Reporting Package" from time to time 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/LOC 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-backed securities transactions generally (unless the
Directing
Certificateholder and the Rating Agencies otherwise consent to an
alternative
form of such report).
-24-
<PAGE>
"CMSA Loan Periodic Update File": A 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
(unless the Directing Certificateholder and the Rating Agencies
otherwise
consent to an alternative form of such report). Each CMSA Loan
Periodic Update
File prepared by the Master Servicer shall be accompanied by the
CMSA Advance
Recovery Report and all references herein to "CMSA Loan Periodic
Update File"
shall be construed accordingly.
"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 (unless the
Directing
Certificateholder and the Rating Agencies otherwise consent to an
alternative
form of such report).
"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
(unless the
Directing Certificateholder and the Rating Agencies otherwise
consent to an
alternative form of such report), 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 or net cash flow, as
applicable,
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 (unless the Directing Certificateholder and
the Rating
Agencies otherwise consent to an alternative form of such
report).
"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 (unless the
Directing
Certificateholder and the Rating Agencies otherwise consent to an
alternative
form of such report).
"CMSA Reconciliation of Funds": A report substantially in the
form
of, and containing the information called for in, the downloadable
form of the
"Reconciliation of Funds" 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
(unless the
Directing Certificateholder and the Rating Agencies otherwise
consent to an
alternative form of such report).
"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 as of the Closing
-25-
<PAGE>
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 (unless the Directing Certificateholder and
the Rating
Agencies otherwise consent to an alternative form of such
report).
"CMSA Servicer Watch List": For any Determination Date, 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 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 (unless the Directing Certificateholder and the Rating
Agencies
otherwise consent to an alternative form of such report).
"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" 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
(unless the Directing Certificateholder and the Rating Agencies
otherwise
consent to an alternative form of such report).
"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 and regulations
promulgated thereunder, including proposed regulations to the
extent that, by
reason of their proposed effective date, could, as of the date of
any
determination or opinion as to the tax consequences of any action
or proposed
action or transaction, be applied to the Trust or the
Certificates.
"Collateral Support Deficit": As defined in Section 4.04.
"Collection Account": One or more separate custodial accounts
or,
subject to Section 3.04(j), sub-accounts created and maintained by
the Master
Servicer or any Sub-Servicer on behalf of the Master Servicer
pursuant to
Section 3.04(a) in the name of the Trustee on behalf of the
Certificateholders
and (insofar as amounts on deposit therein may potentially relate
to any Loan
Combination) any related Junior Loan Holder [(other than with
respect to a CBA
A/B Loan Pair before the occurrence of a CBA A/B Material
Default)], as their
interests may appear, into which the amounts set forth in Section
3.04(a) shall
be deposited directly, which account shall, subject to Section
3.04(j), be
entitled substantially as follows: [ Title of Collection Account].
Any such
account or accounts or, subject to Section 3.04(j), sub-accounts
shall be an
Eligible Account and shall be part of the Lower-Tier REMIC.
"Commission": The Securities and Exchange Commission.
"Component": Any of the components of the Class [A-X] or Class
[A-SP] Certificates, which components are: (a) in the case of the
Class [A-X]
Certificates, the respective Class [A-X] Components; and (b) in the
case of the
Class [A-SP] Certificates, the respective Class [A-SP]
Components.
["Component A-SP-A-1-2": One of the [___] components of the
Class
[A-SP] Certificates having a Component Notional Amount equal to the
then current
Lower-Tier Principal Amount of the Class LA-1-2 Lower-Tier Interest
as of any
date of determination.]
-26-
<PAGE>
["Component A-SP-A-1-3": One of the [___] components of the
Class
[A-SP] Certificates having a Component Notional Amount equal to the
then current
Lower-Tier Principal Amount of the Class LA-1-3 Lower-Tier Interest
as of any
date of determination.]
["Component A-SP-A-2FX-1": One of the [___] components of the
Class
[A-SP] Certificates having a Component Notional Amount equal to the
then current
Lower-Tier Principal Amount of the Class LA-2FX-1 Lower-Tier
Interest as of any
date of determination.]
["Component A-SP-A-2FX-2": One of the [___] components of the
Class
[A-SP] Certificates having a Component Notional Amount equal to the
then current
Lower-Tier Principal Amount of the Class LA-2FX-2 Lower-Tier
Interest as of any
date of determination.]
["Component A-SP-A-2FX-3": One of the [___] components of the
Class
[A-SP] Certificates having a Component Notional Amount equal to the
then current
Lower-Tier Principal Amount of the Class LA-2FX-3 Lower-Tier
Interest as of any
date of determination.]
["Component A-SP-A-2FL-1": One of the [___] components of the
Class
[A-SP] Certificates having a Component Notional Amount equal to the
then current
Lower-Tier Principal Amount of the Class LA-2FL-1 Lower-Tier
Interest as of any
date of determination.]
["Component A-SP-A-2FL-2": One of the [___] components of the
Class
[A-SP] Certificates having a Component Notional Amount equal to the
then current
Lower-Tier Principal Amount of the Class LA-2FL-2 Lower-Tier
Interest as of any
date of determination.]
["Component A-SP-A-2FL-3": One of the [___] components of the
Class
[A-SP] Certificates having a Component Notional Amount equal to the
then current
Lower-Tier Principal Amount of the Class LA-2FL-3 Lower-Tier
Interest as of any
date of determination.]
["Component A-SP-A-1-A-2": One of the [___] components of the
Class
[A-SP] Certificates having a Component Notional Amount equal to the
then current
Lower-Tier Principal Amount of the Class LA-1-A-2 Lower-Tier
Interest as of any
date of determination.]
["Component A-SP-A-1-A-3": One of the [___] components of the
Class
[A-SP] Certificates having a Component Notional Amount equal to the
then current
Lower-Tier Principal Amount of the Class LA-1-A-3 Lower-Tier
Interest as of any
date of determination.]
["Component A-SP-A-1-A-4": One of the [___] components of the
Class
[A-SP] Certificates having a Component Notional Amount equal to the
then current
Lower-Tier Principal Amount of the Class LA-1-A-4 Lower-Tier
Interest as of any
date of determination.]
["Component A-SP-A-1-A-5": One of the [___] components of the
Class
[A-SP] Certificates having a Component Notional Amount equal to the
then current
Lower-Tier Principal Amount of the Class LA-1-A-5 Lower-Tier
Interest as of any
date of determination.]
["Component A-SP-A-1-A-6": One of the [___] components of the
Class
[A-SP] Certificates having a Component Notional Amount equal to the
then current
Lower-Tier Principal Amount of the Class LA-1-A-6 Lower-Tier
Interest as of any
date of determination.]
["Component A-SP-A-1-A-7": One of the [___] components of the
Class
[A-SP] Certificates having a Component Notional Amount equal to the
then current
Lower-Tier Principal Amount of the Class LA-1-A-7 Lower-Tier
Interest as of any
date of determination.]
-27-
<PAGE>
["Component A-SP-A-1-A-8": One of the [___] components of the
Class
[A-SP] Certificates having a Component Notional Amount equal to the
then current
Lower-Tier Principal Amount of the Class LA-1-A-8 Lower-Tier
Interest as of any
date of determination.]
["Component A-SP-B": One of the [___] components of the Class
[A-SP]
Certificates having a Component Notional Amount equal to the then
current
Lower-Tier Principal Amount of the Class LB Lower-Tier Interest as
of any date
of determination.]
["Component A-SP-C-1": One of the [___] components of the Class
[A-SP] Certificates having a Component Notional Amount equal to the
then current
Lower-Tier Principal Amount of the Class LC-1 Lower-Tier Interest
as of any date
of determination.]
["Component A-SP-C-2": One of the [___] components of the Class
[A-SP] Certificates having a Component Notional Amount equal to the
then current
Lower-Tier Principal Amount of the Class LC-2 Lower-Tier Interest
as of any date
of determination.]
["Component A-SP-D": One of the [___] components of the Class
[A-SP]
Certificates having a Component Notional Amount equal to the then
current
Lower-Tier Principal Amount of the Class LD Lower-Tier Interest as
of any date
of determination.]
["Component A-SP-F-1": One of the [___] components of the Class
[A-SP] Certificates having a Component Notional Amount equal to the
then current
Lower-Tier Principal Amount of the Class LF-1 Lower-Tier Interest
as of any date
of determination.]
["Component A-SP-F-2": One of the [___] components of the Class
[A-SP] Certificates having a Component Notional Amount equal to the
then current
Lower-Tier Principal Amount of the Class LF-2 Lower-Tier Interest
as of any date
of determination.]
["Component A-SP-G": One of the [___] components of the Class
[A-SP]
Certificates having a Component Notional Amount equal to the then
current
Lower-Tier Principal Amount of the Class LG Lower-Tier Interest as
of any date
of determination.]
["Component A-SP-H-1": One of the [___] components of the Class
[A-SP] Certificates having a Component Notional Amount equal to the
then current
Lower-Tier Principal Amount of the Class LH-1 Lower-Tier Interest
as of any date
of determination.]
["Component A-SP-H-2": One of the [___] components of the Class
[A-SP] Certificates having a Component Notional Amount equal to the
then current
Lower-Tier Principal Amount of the Class LH-2 Lower-Tier Interest
as of any date
of determination.]
["Component A-SP-J-1": One of the [___] components of the Class
[A-SP] Certificates having a Component Notional Amount equal to the
then current
Lower-Tier Principal Amount of the Class LJ-1 Lower-Tier Interest
as of any date
of determination.]
["Component A-SP-J-2": One of the [___] components of the Class
[A-SP] Certificates having a Component Notional Amount equal to the
then current
Lower-Tier Principal Amount of the Class LJ-2 Lower-Tier Interest
as of any date
of determination.]
["Component A-X-A-1-1": One of the [___] components of the
Class
[A-X] Certificates having a Component Notional Amount equal to the
then current
Lower-Tier Principal Amount of the Class LA-1-1 Lower-Tier Interest
as of any
date of determination.]
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<PAGE>
["Component A-X-A-1-2": One of the [___] components of the
Class
[A-X] Certificates having a Component Notional Amount equal to the
then current
Lower-Tier Principal Amount of the Class LA-1-2 Lower-Tier Interest
as of any
date of determination.]
["Component A-X-A-1-3": One of the [___] components of the
Class
[A-X] Certificates having a Component Notional Amount equal to the
then current
Lower-Tier Principal Amount of the Class LA-1-3 Lower-Tier Interest
as of any
date of determination.]
["Component A-X-A-2FX-1": One of the [___] components of the
Class
[A-X] Certificates having a Component Notional Amount equal to the
then current
Lower-Tier Principal Amount of the Class LA-2FX-1 Lower-Tier
Interest as of any
date of determination.]
["Component A-X-A-2FX-2": One of the [___] components of the
Class
[A-X] Certificates having a Component Notional Amount equal to the
then current
Lower-Tier Principal Amount of the Class LA-2FX-2 Lower-Tier
Interest as of any
date of determination.]
["Component A-X-A-2FX-3": One of the [___] components of the
Class
[A-X] Certificates having a Component Notional Amount equal to the
then current
Lower-Tier Principal Amount of the Class LA-2FX-3 Lower-Tier
Interest as of any
date of determination.]
["Component A-X-A-2FL-1": One of the [___] components of the
Class
[A-X] Certificates having a Component Notional Amount equal to the
then current
Lower-Tier Principal Amount of the Class LA-2FL-1 Lower-Tier
Interest as of any
date of determination.]
["Component A-X-A-2FL-2": One of the [___] components of the
Class
[A-X] Certificates having a Component Notional Amount equal to the
then current
Lower-Tier Principal Amount of the Class LA-2FL-2 Lower-Tier
Interest as of any
date of determination.]
["Component A-X-A-2FL-3": One of the [___] components of the
Class
[A-X] Certificates having a Component Notional Amount equal to the
then current
Lower-Tier Principal Amount of the Class LA-2FL-3 Lower-Tier
Interest as of any
date of determination.]
["Component A-X-A-1-A-1": One of the [___] components of the
Class
[A-X] Certificates having a Component Notional Amount equal to the
then current
Lower-Tier Principal Amount of the Class LA-1-A-1 Lower-Tier
Interest as of any
date of determination.]
["Component A-X-A-1-A-2": One of the [___] components of the
Class
[A-X] Certificates having a Component Notional Amount equal to the
then current
Lower-Tier Principal Amount of the Class LA-1-A-2 Lower-Tier
Interest as of any
date of determination.]
["Component A-X-A-1-A-3": One of the [___] components of the
Class
[A-X] Certificates having a Component Notional Amount equal to the
then current
Lower-Tier Principal Amount of the Class LA-1-A-3 Lower-Tier
Interest as of any
date of determination.]
["Component A-X-A-1-A-4": One of the [___] components of the
Class
[A-X] Certificates having a Component Notional Amount equal to the
then current
Lower-Tier Principal Amount of the Class LA-1-A-4 Lower-Tier
Interest as of any
date of determination.]
["Component A-X-A-1-A-6": One of the [___] components of the
Class
[A-X] Certificates having a Component Notional Amount equal to the
then current
Lower-Tier Principal Amount of the Class LA-1-A-6 Lower-Tier
Interest as of any
date of determination.]
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<PAGE>
["Component A-X-A-1-A-7": One of the [___] components of the
Class
[A-X] Certificates having a Component Notional Amount equal to the
then current
Lower-Tier Principal Amount of the Class LA-1-A-7 Lower-Tier
Interest as of any
date of determination.]
["Component A-X-A-1-A-8": One of the [___] components of the
Class
[A-X] Certificates having a Component Notional Amount equal to the
then current
Lower-Tier Principal Amount of the Class LA-1-A-8 Lower-Tier
Interest as of any
date of determination.]
["Component A-X-A-J": One of the [___] components of the Class
[A-X]
Certificates having a Component Notional Amount equal to the then
current
Lower-Tier Principal Amount of the Class LA-A-J Lower-Tier Interest
as of any
date of determination.]
["Component A-X-A-M": One of the [___] components of the Class
[A-X]
Certificates having a Component Notional Amount equal to the then
current
Lower-Tier Principal Amount of the Class LA-A-M Lower-Tier Interest
as of any
date of determination.]
["Component A-X-B": One of the [___] components of the Class
[A-X]
Certificates having a Component Notional Amount equal to the then
current
Lower-Tier Principal Amount of the Class LB Lower-Tier Interest as
of any date
of determination.]
["Component A-X-C-1": One of the [___] components of the Class
[A-X]
Certificates having a Component Notional Amount equal to the then
current
Lower-Tier Principal Amount of the Class LC-1 Lower-Tier Interest
as of any date
of determination.]
["Component A-X-C-2": One of the [___] components of the Class
[A-X]
Certificates having a Component Notional Amount equal to the then
current
Lower-Tier Principal Amount of the Class LC-2 Lower-Tier Interest
as of any date
of determination.]
["Component A-X-D": One of the [___] components of the Class
[A-X]
Certificates having a Component Notional Amount equal to the then
current
Lower-Tier Principal Amount of the Class LD Lower-Tier Interest as
of any date
of determination.]
["Component A-X-E-1": One of the [___] components of the Class
[A-X]
Certificates having a Component Notional Amount equal to the then
current
Lower-Tier Principal Amount of the Class LE-1 Lower-Tier Interest
as of any date
of determination.]
["Component A-X-E-2": One of the [___] components of the Class
[A-X]
Certificates having a Component Notional Amount equal to the then
current
Lower-Tier Principal Amount of the Class LE-2 Lower-Tier Interest
as of any date
of determination.]
["Component A-X-F-1": One of the [___] components of the Class
[A-X]
Certificates having a Component Notional Amount equal to the then
current
Lower-Tier Principal Amount of the Class LF-1 Lower-Tier Interest
as of any date
of determination.]
["Component A-X-F-2": One of the [___] components of the Class
[A-X]
Certificates having a Component Notional Amount equal to the then
current
Lower-Tier Principal Amount of the Class LF-2 Lower-Tier Interest
as of any date
of determination.]
["Component A-X-G": One of the [___] components of the Class
[A-X]
Certificates having a Component Notional Amount equal to the then
current
Lower-Tier Principal Amount of the Class LG Lower-Tier Interest as
of any date
of determination.]
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<PAGE>
["Component A-X-H-1": One of the [___] components of the Class
[A-X]
Certificates having a Component Notional Amount equal to the then
current
Lower-Tier Principal Amount of the Class LH-1 Lower-Tier Interest
as of any date
of determination.]
["Component A-X-H-2": One of the [___] components of the Class
[A-X]
Certificates having a Component Notional Amount equal to the then
current
Lower-Tier Principal Amount of the Class LH-2 Lower-Tier Interest
as of any date
of determination.]
["Component A-X-J-1": One of the [___] components of the Class
[A-X]
Certificates having a Component Notional Amount equal to the then
current
Lower-Tier Principal Amount of the Class LJ-1 Lower-Tier Interest
as of any date
of determination.]
["Component A-X-J-2": One of the [___] components of the Class
[A-X]
Certificates having a Component Notional Amount equal to the then
current
Lower-Tier Principal Amount of the Class LJ-2 Lower-Tier Interest
as of any date
of determination.]
["Component A-X-K": One of the [___] components of the Class
[A-X]
Certificates having a Component Notional Amount equal to the then
current
Lower-Tier Principal Amount of the Class LK Lower-Tier Interest as
of any date
of determination.]
["Component A-X-L": One of the [___] components of the Class
[A-X]
Certificates having a Component Notional Amount equal to the then
current
Lower-Tier Principal Amount of the Class LL Lower-Tier Interest as
of any date
of determination.]
["Component A-X-M": One of the [___] components of the Class
[A-X]
Certificates having a Component Notional Amount equal to the then
current
Lower-Tier Principal Amount of the Class LM Lower-Tier Interest as
of any date
of determination.]
["Component A-X-N": One of the [___] components of the Class
[A-X]
Certificates having a Component Notional Amount equal to the then
current
Lower-Tier Principal Amount of the Class LN Lower-Tier Interest as
of any date
of determination.]
"Component Notional Amount": With respect to each Component and
any
date of determination, an amount equal to the then Lower-Tier
Principal Amount
of its Corresponding Uncertificated Lower-Tier Interest.
"Controlling Class": As of any date of determination, the most
subordinate Class of Sequential Pay Certificates then outstanding
that has a
Class Principal Balance at least equal to 25% of the initial Class
Principal
Balance of such Class; or, if no such Class exists, the most
subordinate Class
of Sequential Pay Certificates then outstanding that has a Class
Principal
Balance greater than zero. As of the Closing Date, the Controlling
Class shall
be the Class N Certificates. For purposes of this definition, the
respective
Classes of the Class A Sequential Pay Certificates shall be treated
as a single
Class and, if appropriate under the terms of this definition, shall
collectively
constitute the Controlling Class. [For purposes of this definition,
the Class
[A-2FL] and Class [A-2FX] Certificates shall be treated as a single
Class and,
if appropriate under the terms of this definition, shall
collectively constitute
the Controlling Class].
"Controlling Class Certificateholder": Each Holder (or
Certificate
Owner, if applicable) of a Certificate of the Controlling Class as
certified by
the Certificate Registrar to the Trustee from time to time.
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<PAGE>
"Corporate Trust Office": The corporate trust office of the
Trustee
at which at any particular time its asset-backed securities trust
business with
respect to this Agreement shall be administered, which office at
the date of the
execution of this Agreement is located at, with respect to
Certificate transfers
and surrenders, at [Designate Address] or at such other address as
the Trustee
or Certificate Registrar may designate from time to time by notice
to the
Certificateholders, the Depositor, the Master Servicer and the
Special Servicer.
"Corrected Loan": Any Specially Serviced Loan that has become
current and remained current for three consecutive Monthly Payments
(for such
purposes taking into account any modification or amendment of the
subject Loan
or Junior Loan, as the case may be) and as to which Loan or Junior
Loan, as the
case may be, the Special Servicer has returned servicing to the
Master Servicer
pursuant to Section 3.21(a).
"Corresponding Class [A-SP] Component": With respect to any
Uncertificated Lower-Tier Interest, the Class A-SP Component that
has an
alphabetic or alphanumeric designation that, with the replacement
of "[A-SP-]"
with "L" at the beginning of such designation, is the same as the
alphabetic or
alphanumeric, as applicable, designation for such Uncertificated
Lower-Tier
Interest.
"Corresponding Class A-X Component": With respect to any
Uncertificated Lower-Tier Interest, the Class [A-X] Component that
has an
alphabetic or alphanumeric designation that, with the replacement
of "[A-X-]"
with "L" at the beginning of such designation, is the same as the
alphabetic or
alphanumeric, as applicable, designation for such Uncertificated
Lower-Tier
Interest[; or with respect to the Class A-2FL Regular Interest,
Class [A-X]
Component A-X-A-2FL-1, A-X-A-2FL-2 or A-X-A-2FL-3, as
applicable].
"Corresponding Class of Certificates": With respect to any
Uncertificated Lower-Tier Interest, the Corresponding Class of
Sequential Pay
Certificates.
"Corresponding Class of Sequential Pay Certificates": With
respect
to any Uncertificated Lower-Tier Interest, the Class of Sequential
Pay
Certificates [(other than the Class A-2FL Certificates)] [and the
Class [A-2FL]
Regular Interest] that has an alphabetic or alphanumeric
designation that, with
the addition of "L" at the beginning of such designation, is the
same as the
alphabetic or alphanumeric, as applicable, designation for such
Uncertificated
Lower-Tier Interest; provided that (i) the Class [A-1] Certificates
shall be the
Corresponding Class of Sequential Pay Certificates with respect to
each of the
Class [LA-1-1], Class [LA-1-2] and Class [LA-1-3] Lower-Tier
Interests, (ii) the
Class [A-2FX] Certificates shall be the Corresponding Class of
Sequential Pay
Certificates with respect to each of the Class [LA-2FX-1], Class
[LA-2FX-2] and
Class [LA-2FX-2] Lower-Tier Interests, (iii) the Class [A-2FL
Regular Interest]
shall be the Corresponding Class of Sequential Pay Certificates
with respect to
each of the Class [LA-2FL-1], Class [LA-2FL-2] and Class [LA-2FL-3]
Lower-Tier
Interests (iv) the Class [A-1-A] Certificates shall be the
Corresponding Class
of Sequential Pay Certificates with respect to each of the Class
[LA-1-A-1],
Class [LA-1-A-2], Class [LA-1-A-3], Class [LA-1-A-4], Class
[LA-1-A-5], Class
[LA-1-A-6], Class [LA-1-A-7] and Class [LA-1-A-8] Lower-Tier
Interests, (v) the
Class [C] Certificates shall be the Corresponding Class of
Sequential Pay
Certificates with respect to each of the Class [LC-1] and Class
[LC-2]
Lower-Tier Interests, (vi) the Class [E] Certificates shall be the
Corresponding
Class of Sequential Pay Certificates with respect to each of the
Class [LE-1]
and Class [LE-2] Lower-Tier Interests, (vii) the Class [F]
Certificates shall be
the Corresponding Class of Sequential Pay Certificates with respect
to each of
the Class [LF-1] and Class [LF-2] Lower-Tier Interests, (viii) the
Class [H]
Certificates shall be the Corresponding Class of Sequential Pay
Certificates
with respect to each of the Class [LH-1] and Class [LH-2]
Lower-Tier Interests
and (ix) the Class [J] Certificates shall be the Corresponding
Class of
Sequential Pay Certificates with respect to each of the Class
[LJ-1] and Class
[LJ-2] Lower-Tier Interests.
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<PAGE>
"Corresponding Uncertificated Lower-Tier Interest": With respect
to:
(a) any Class of Sequential Pay Certificates [(other than the Class
A-2FL
Certificates)] [and the Class [A-2FL] Regular Interest], the
Uncertificated
Lower-Tier Interest that has an alphabetic or alphanumeric
designation that,
with the deletion of "L," is the same as the alphabetic or
alphanumeric, as
applicable, designation for such Class of Sequential Pay
Certificates [(provided
that (i) the Class [LA-1-1], Class [LA-1-2] and Class [LA-1-3]
Lower-Tier
Interests shall each be a Corresponding Uncertificated Lower-Tier
Interest with
respect to the Class [A-1] Certificates, (ii) the Class [LA-2FX-1],
Class
[LA-2FX-2] and Class [LA-2FX-3] Lower-Tier Interests shall each be
a
Corresponding Uncertificated Lower-Tier Interest with respect to
the Class
[A-2FX] Certificates, (iii) the Class [LA-2FL-1], Class [LA-2FL-2]
and Class
[LA-2FL-3] Lower-Tier Interests shall each be a Corresponding
Uncertificated
Lower-Tier Interest with respect to the Class [A-2FL] Regular
Interest, (iv) the
Class [LA-1-A-1], Class [LA-1-A-2], Class [LA-1-A-3], Class
[LA-1-A-4], Class
[LA-1-A-5], Class [LA-1-A-6], Class [LA-1-A-7] and Class [LA-1-A-8]
Lower-Tier
Interests shall be the Corresponding Uncertificated Lower-Tier
Interests with
respect to the Class [A-1-A] Certificates, (v) the Class [LC-1] and
Class [LC-2]
Lower-Tier Interests shall each be a Corresponding Uncertificated
Lower-Tier
Interest with respect to the Class [C] Certificates, (vi) the Class
[LD]
Lower-Tier Interest shall be the Corresponding Uncertificated
Lower-Tier
Interest with respect to the Class [D] Certificates (vii) the Class
[LE-1] and
Class [LE-2] Lower-Tier Interests shall each be a Corresponding
Uncertificated
Lower-Tier Interest with respect to the Class E Certificates),
(viii) the Class
[LF-1] and Class [LF-2] Lower-Tier Interests shall each be a
Corresponding
Uncertificated Lower-Tier Interest with respect to the Class [F]
Certificates),
(ix) the Class [LG] Lower-Tier Interests shall be the
Corresponding
Uncertificated Lower-Tier Interest with respect to the Class [G]
Certificates)];
(x) the Class [LH-1] and Class [LH-2] Lower-Tier Interests shall
each be a
Corresponding Uncertificated Lower-Tier Interest with respect to
the Class H
Certificates)] and (xi) the Class [LJ-1] and Class [LJ-2]
Lower-Tier Interests
shall each be a Corresponding Uncertificated Lower-Tier Interest
with respect to
the Class [J] Certificates)] (b) any Class [A-SP] Component, the
Uncertificated
Lower-Tier Interest that has an alphabetic or alphanumeric
designation that,
with the replacement of "L" with "[A-SP-]" at the beginning of such
designation,
is the same as the alphabetic or alphanumeric, as applicable,
designation for
such Class [A-SP] Component; and (c) any Class [A-X] Component,
the
Uncertificated Lower-Tier Interest that has an alphabetic or
alphanumeric
designation that, with the replacement of "L" with ["A-X-"] at the
beginning of
such designation, is the same as the alphabetic or alphanumeric, as
applicable,
designation for such Class [A-X] Component.
"Crossed Group": Any group of Loans that is cross-defaulted and
cross-collateralized with each other.
"Crossed Loan": Any Loan which is cross-defaulted and
cross-collateralized with any other Loan.
"Crossed Loan Repurchase Criteria": (i) The Debt Service
Coverage
Ratio for all related Crossed Loans remaining in the Trust Fund for
the four
calendar quarters immediately preceding the repurchase or
substitution is not
less than the greater of (a) the Debt Service Coverage Ratio for
all such
related Crossed Loans, together with the affected Crossed Loan, for
the four
calendar quarters immediately preceding the repurchase or
substitution and (b)
1.25x, (ii) the Loan-to-Value Ratio for any related Crossed Loans
remaining in
the Trust Fund determined at the time of repurchase or substitution
based upon
an Appraisal obtained by the Special Servicer at the expense of the
related
Responsible Party is not greater than the least of (a) the
Loan-to-Value Ratio
for all such related Crossed Loans, together with the affected
Crossed Loan, as
set forth in the tables on Exhibit A-1 to the Prospectus
Supplement, (b) the
Loan-to-Value Ratio for all such related Crossed Loans, together
with the
affected Crossed Loan, determined at the time of repurchase or
substitution
based upon an Appraisal obtained by the Special Servicer at the
expense of the
related Responsible Party and (c) 75%, and (iii) the Trustee
receives an Opinion
of Counsel (at the expense of the related Responsible Party) to the
effect that
such repurchase or
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<PAGE>
substitution will not result in the imposition of a tax on the
Trust Fund or its
assets, income or gain, cause the remaining Crossed Loans to have
been
significantly modified under the REMIC Provisions or cause any
Trust REMIC to
fail to qualify as a REMIC for federal or applicable state tax
purposes at any
time that any of the Certificates are outstanding.
"CSFB Loans": The mortgage loans transferred to the Depositor
pursuant to the CSFB Mortgage Loan Purchase Agreement[s] and
identified on
Schedule II thereto, together with any mortgage loans substituted
in replacement
thereof pursuant to the CSFB Mortgage Loan Purchase
Agreement[s].
"CSFB Mortgage Loan Purchase Agreement[s]": The agreement
between
the Depositor as purchaser and the CSFB Mortgage Loan Seller[s] as
seller, dated
as of [__], relating to the transfer of all of the CSFB Mortgage
Loan
Seller[s]'s right, title and interest in and to the mortgage loans
identified on
Schedule II thereto.
"CSFB Mortgage Loan Seller[s]": Column Financial, Inc., a
Delaware
corporation, and its successors in interest.
"Cure
Event": The exercise by any Junior Loan Holder or any [CBA B]
Loan Holder of the cure rights set forth in the related
Intercreditor Agreement
whether for one month, or for consecutive months in the
aggregate.
"Cure Payments": With respect to any Loan Combination, as to
which
the related Intercreditor Agreement provides that a Junior Loan
Holder shall be
entitled to cure a default under the related Loan, the payment that
such Junior
Loan Holder makes to the Master Servicer or the Special Servicer,
as applicable,
which payments shall consist (without duplication) of all actual
costs,
expenses, losses, obligations, damages, penalties, and
disbursements imposed on
or incurred (whether or not yet paid) by the Master Servicer or the
Special
Servicer (including, without limitation, all unreimbursed Advances
(without
regard to whether such Advance would be a Nonrecoverable Advance)
and any
interest accrued thereon, Default Interest and any servicing
compensation
incurred with respect to the related Loan) during the period of
time from the
expiration of the grace period under such Loan until such Cure
Payment is made
or such other cure is otherwise effected.
"Cut-off Date": Individually and collectively, the respective
Due
Dates for the Loans in [__], except that in the case of certain of
the Mortgage
Loans that have their first Due Date in [__], those Mortgage Loans
will be
considered part of the Trust Fund on the equivalent day of the
month in [__] had
their first Due Date been in [__].
"Cut-off Date Principal Balance": With respect to any Loan or
Junior
Loan, the outstanding principal balance of such Loan or Junior Loan
as of the
Cut-off Date, after application of all payments of principal due on
or before
such date, whether or not received.
"Debt Service Coverage Ratio": With respect to any Loan for any
twelve-month period covered by an annual operating statement for
the related
Mortgaged Property, the ratio of (i) Net Operating Income produced
by the
related Mortgaged Property during such period to (ii) the aggregate
amount of
Monthly Payments (other than any Balloon Payment) due under such
Loan (in the
case of any Serviced Loan Combination, without regard to debt
service due under
the related Junior Loan(s)) during such period.
"Default Interest": With respect to any Loan or Junior Loan (or
any
successor REO Loan with respect to either of the foregoing), any
amounts
collected thereon, other than late payment charges or prepayment
consideration,
that represent interest in excess of interest accrued on the
principal balance
of
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<PAGE>
such Loan or Junior Loan (or such successor REO Loan) at the
related Mortgage
Rate, such excess interest arising out of a default thereunder.
"Defaulted Loan": A Loan that is at least [60] days delinquent
in
respect of its Monthly Payments, or that is delinquent in respect
of its Balloon
Payment, if any, in each case without giving effect to any grace
period
permitted by the related Mortgage or Note or a Loan as to which any
non-monetary
event of default occurs that results in the Loan becoming a
Specially Serviced
Loan; provided, however, that no Monthly Payment (other than a
Balloon Payment)
shall be deemed delinquent if less than ten dollars of all amounts
due and
payable on such Loan has not been received.
"Defaulting Party": As defined in Section 7.01(b).
"Defeasance Collateral": As defined in Section 3.08.
"Defeasance Loan": As defined in Section 3.08.
"Defect": As defined in Section 2.02(e).
"Deficient Valuation": With respect to any Loan (other than any
Loan
that constitutes part of a Loan Combination) or any Loan
Combination, a
valuation by a court of competent jurisdiction of the related
Mortgaged Property
in an amount less than the then outstanding principal balance of
such Loan or
such Loan Combination, as the case may be, which valuation results
from a
proceeding initiated under the Bankruptcy Code.
"Definitive Certificate": A Certificate issued in registered,
definitive physical form.
"Depositor": Credit Suisse First Boston Mortgage Securities Corp.,
a
Delaware corporation, or its successor in interest.
"Depository":
The Depository Trust Company, or any successor
Depository hereafter named. 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 Exchange Act.
"Depository Participant": A broker, dealer, bank or other
financial
institution or other Person for whom from time to time the
Depository effects
book-entry transfers and pledges of securities deposited with the
Depository.
"Determination Date": With respect to any Distribution Date,
the
close of business on the [_] day of the month in which such
Distribution Date
occurs, or if such [_] day is not a Business Day, the Business Day
immediately
following such [_] day.
"Directing Certificateholder": The Controlling Class
Certificateholder selected by the holders or beneficial owners of
more than 50%
of the Percentage Interests in the Controlling Class, by
Certificate Principal
Balance, as certified by the Trustee from time to time, and as
shall be
evidenced by notice delivered by the Directing Certificateholder to
the parties
hereto and the prior Directing Certificateholder, if any; provided,
however,
that until a Directing Certificateholder is so selected or after
receipt of a
notice from the Holders of more than 50% of the Percentage
Interests in the
Controlling Class that a Directing Certificateholder is no longer
designated,
the Controlling Class Certificateholder that beneficially owns the
largest
aggregate Certificate Principal Balance of the Controlling Class
shall be
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<PAGE>
the Directing Certificateholder. The initial Directing
Certificateholder will be
[___]. No appointment of any Person as a Directing
Certificateholder shall be
effective until such Person provides the Trustee, the Master
Servicer and the
Special Servicer with written confirmation of its acceptance of
such
appointment, an address and telecopy number for the delivery of
notices and
other correspondence and a list of officers or employees of such
Person with
whom the parties to this Agreement may deal (including their names,
titles, work
addresses and telecopy numbers). If no Person is appointed a
Directing
Certificateholder, the Master Servicer, the Special Servicer and
the Trustee
shall not be required to recognize the Controlling Class
Certificateholder that
beneficially owns the largest aggregate Certificate Principal
Balance of the
Controlling Class as the Directing Certificateholder until such
Controlling
Class Certificateholder provides an address and telecopy number for
the delivery
of notices and other correspondence and a list of officers or
employees of such
Person with whom the parties to this Agreement may deal (including
their names,
titles, work addresses and telecopy numbers).
"Directly Operate": With respect to any REO Property, the
furnishing
or rendering of services to the tenants thereof that are not
(within the meaning
of Treasury regulations section 1.512(b)-1(c)(5)) customarily
provided to
tenants in connection with the rental of space for occupancy, the
management or
operation of such REO Property, the holding of such REO Property
primarily for
sale to customers in the ordinary course of a trade or business,
the performance
of any construction work thereon or any use of such REO Property in
a trade or
business conducted by the Trust Fund, in each case other than
through an
Independent Contractor; provided, however, that the Trustee (or the
Master
Servicer or the Special Servicer on behalf of the Trustee) shall
not be
considered to Directly Operate an REO Property solely because the
Trustee (or
the Master Servicer or the Special 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 (of the
type that
would be deductible under Section 162 of the Code) or capital
expenditures with
respect to such REO Property.
"Disqualified Organization": Any of (i) the United States, any
State
or political subdivision thereof, any possession of the United
States or any
agency or instrumentality of any of the foregoing (other than an
instrumentality
that is a corporation if all of its activities are subject to tax
and, except
for FHLMC, a majority of its board of directors is not selected by
such
governmental unit), (ii) a foreign government, any international
organization or
any agency or instrumentality of any of the foregoing, (iii) 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), (iv)
rural electric and telephone cooperatives described in Section
1381(a)(2)(C) of
the Code and (v) any other Person so designated by the Master
Servicer or the
Trustee based upon an Opinion of Counsel provided to the Trustee
(which shall
not be an expense of the Trustee) that the holding of an Ownership
Interest in a
Class R Certificate by such Person may cause the Lower-Tier REMIC
or the
Upper-Tier REMIC to fail to qualify as a REMIC 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 Class R
Certificate
to such Person. The terms "United States," "State" and
"international
organization" shall have the meanings set forth in Section 7701 of
the Code or
successor provisions.
"Distribution Account": The account, accounts or, subject to
Section
3.04(j), sub-accounts created and maintained by the Trustee,
pursuant to Section
3.04(b), in trust for the Certificateholders, which, subject to
Section 3.04(j),
shall be entitled "[Name of Trustee] [or name of any successor
Trustee], as
Trustee, for the benefit of Holders of Credit Suisse First Boston
Mortgage
Securities Corp., Commercial Mortgage Pass-Through Certificates,
Series 200_-__,
Distribution Account." Any such account or sub-account shall be an
Eligible
Account or, subject to Section 3.04(j), a sub-account of an
Eligible Account.
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<PAGE>
"Distribution Date": With respect to any month, the fourth
Business
Day after the Determination Date of such month, commencing in
[__].
"Due Date": With respect to (i) any Loan or Junior Loan, on or
prior
to its Maturity Date, the day of the month set forth in the related
Note on
which each Monthly Payment thereon is scheduled to be first due
(without giving
effect to any grace period with respect to late Monthly Payments),
(ii) any Loan
or Junior Loan, after the Maturity Date therefor, the day of the
month set forth
in the related Note on which each Monthly Payment on such Loan or
Junior Loan
had been scheduled to be first due (without giving effect to any
grace period)
and (iii) any REO Loan, the day of the month set forth in the
related Note on
which each Monthly Payment on the related Loan or Junior Loan, as
applicable,
had been scheduled to be first due (without giving effect to any
grace period).
"Due Period": With respect to each Distribution Date, the
period
commencing immediately following the Determination Date in the
calendar month
preceding the month in which such Distribution Date occurs (or, in
the case of
the initial Distribution Date, commencing as of the Closing Date)
and ending on
and including the Determination Date in the calendar month in which
such
Distribution Date occurs.
"EDGAR" The Electronic Data Gathering, Analysis, and Retrieval
System of the Commission, which is the computer system for the
receipt,
acceptance, review and dissemination of documents submitted to the
Commission in
electronic format.
"Eligible Account": Either (i) an account or accounts
maintained
with a federal or state chartered depository institution or trust
company
(including the Trustee) the long-term unsecured debt obligations of
which are
rated at least "___" by [__] (or "__" if the short-term debt
obligations thereof
have a short-term rating of not less than "__" by [__]) and "__" by
[__], if the
deposits are to be held in such account for more than 30 days, or
the short-term
debt obligations of which have a short-term rating of not less than
"___" by
[__] and "___" by [__], if the deposits are to be held in such
account for 30
days or less, or such other account or accounts with respect to
which each of
the Rating Agencies shall have confirmed in writing that the
then-current rating
assigned to any of the Certificates that are currently being rated
by such
Rating Agency will not be qualified (as applicable), downgraded or
withdrawn by
reason thereof or (ii) a segregated trust account or accounts
maintained with
the corporate trust department of a federal- or state-chartered
depository
institution or trust company that, in either case, has a combined
capital and
surplus of at least $[50,000,000] or in the case of [__], the
long-term
unsecured debt obligations of such depository institution or trust
company are
rated at least "___," and has corporate trust powers, acting in its
fiduciary
capacity, provided that any state-chartered depository institution
or trust
company is subject to regulation regarding fiduciary funds
substantially similar
to 12 C.F.R. ss. 9.10(b), (iii) an account or accounts maintained
with [__] so
long as [__] (1) shall have a long-term unsecured debt rating of at
least "__"
and a short-term rating of at least "__" from [__] and (2) has the
appropriate
rating from [__] specified in clause (i) above, (iv) an account or
accounts
maintained with [__] so long as [__] (1) shall have a long-term
unsecured debt
rating of at least "__" and a short-term rating of at least "__"
from [__] and
(2) has the appropriate rating from [__] specified in clause (i)
above or (v)
such other account or accounts with respect to which each of the
Rating Agencies
shall have confirmed in writing that the then-current rating
assigned to any of
the Certificates that are currently being rated by such Rating
Agency will not
be qualified (as applicable), downgraded or withdrawn by reason
thereof.
Eligible Accounts may bear interest. No Eligible Account shall be
evidenced by a
certificate of deposit, passbook or other similar instrument.
"Environmental Assessment": A "Phase I environmental assessment"
as
described in and meeting the criteria of the American Society of
Testing
Materials Standard E 1527-94 or any successor thereto published by
the American
Society of Testing Materials.
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"Environmental Insurance Policy": With respect to any Loan, any
insurance policy covering Insured Environmental Events that is
maintained from
time to time in respect of such Loan or the related Mortgaged
Property.
"Environmental Insurer": The provider of insurance pursuant to
any
Environmental Insurance Policy.
"ERISA": The Employee Retirement Income Security Act of 1974,
as
amended.
"Escrow
Payment": Any payment received by the Master Servicer for
the account of any Borrower for application toward the payment of
real estate
taxes, assessments, Insurance Policy premiums and similar items in
respect of
the related Mortgaged Property, including amounts for deposit to
any reserve
account.
"Euroclear": The Euroclear System.
"Event of Default": One or more of the events described in
Section
7.01(a).
"Excess Interest": With respect to each of the ARD Loans or any
successor REO Loan with respect thereto, interest accrued on such
ARD Loan or
REO Loan, as the case may be, and allocable to the Excess Rate. The
Excess
Interest is an asset of the Trust Fund, but shall not be an asset
of any Trust
REMIC.
"Excess Interest Distribution Account": The trust account,
accounts
or, subject to Section 3.04(j), sub-account created and maintained
by the
Trustee, pursuant to Section 3.04(e), in trust for the
Certificateholders,
which, subject to Section 3.04(j), shall be entitled "[Name of
Trustee] [or name
of any successor Trustee], as Trustee, in trust for Holders of
Credit Suisse
First Boston Mortgage Securities Corp., Commercial Mortgage
Pass-Through
Certificates, Series 200_-__, Excess Interest Distribution Account"
and which
shall be an Eligible Account or, subject to Section 3.04(j), a
sub-account of an
Eligible Account. The Excess Interest Distribution Account shall
not be an asset
of any Trust REMIC.
"Excess Liquidation Proceeds": The excess, if any, of (a) the
Liquidation Proceeds from the sale or liquidation of a Specially
Serviced Loan
or REO Property, net of (i) interest on any related Advances and
(ii) any
related Servicing Advances, over (b) the amount needed to pay off
in full such
Loan (or if such amount relates to a Loan Combination, the amount
needed to pay
off such Loan Combination) or the related REO Loan(s) and all
amounts due with
respect thereto.
"Excess Liquidation Proceeds Account": The trust account,
accounts
or, subject to Section 3.04(j), sub-account created and maintained
by the
Trustee, pursuant to Section 3.04(f), in trust for the
Certificateholders,
which, subject to Section 3.04(j), shall be entitled "[Name of
Trustee] [or name
of any successor Trustee], as Trustee, in trust for the registered
holders of
Credit Suisse First Boston Mortgage Securities Corp., Commercial
Mortgage
Pass-Through Certificates, Series 200_-__." The Excess Liquidation
Proceeds
Account shall be an asset of the Lower-Tier REMIC. Any such account
or, subject
to Section 3.04(j), sub-account shall be an Eligible Account.
"Excess Rate": With respect to each ARD Loan (and each REO Loan
that
relates to an ARD Loan) after the related Anticipated Repayment
Date, the excess
of (i) the applicable Revised Rate over (ii) the applicable
Mortgage Rate, each
as initially set forth in the Mortgage Loan Schedule.
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"Excess Servicing Strip": With respect to any Loan or any
successor
REO Loan with respect thereto, the portion of the related Master
Servicing Fee
calculated at an annual rate equal to the excess, if any, of the
related Master
Servicing Fee Rate over [__]% ([_] basis points) per annum, subject
to reduction
by the Trustee pursuant to Section 3.11(a).
"Exchange Act": The Securities Exchange Act of 1934, as amended
from
time to time.
"Exchange Act Report": The monthly Statement to
Certificateholders
to be filed with the Commission, under cover of the related form
required by the
Exchange Act.
"Exemption Favored Party": Any of (i) Credit Suisse First
Boston
LLC, (ii) any Person directly or indirectly, through one or more
intermediaries,
controlling, controlled by or under common control with Credit
Suisse First
Boston LLC, and (iii) any member of any underwriting syndicate or
selling group
of which any Person described in clauses (i) and (ii) is a manager
or co-manager
with respect to a Class of Certificates (other than the Class R and
Class V
Certificates) that is investment grade rated by at least one Rating
Agency.
"Fair Value": As defined in Section 3.18(b).
"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 Loan or Junior Loan that constitutes a
Defaulted
Loan or any REO Property that there has been a recovery of all
Insurance and
Condemnation Proceeds, Liquidation Proceeds and other payments or
recoveries
that, in the Special Servicer's reasonable good faith judgment,
exercised
without regard to any obligation of the Special Servicer to make
payments from
its own funds pursuant to Section 3.07(b), will ultimately be
recoverable.
["Floating Rate Account": The account, accounts or, subject to
Section 3.04(j), sub-accounts created and maintained by the
Trustee, pursuant to
Section 3.04(c), in trust for the Class [A-2FL] Certificateholders,
which,
subject to Section 3.04(j), shall be entitled "[Name of Trustee]
[or name of any
successor Trustee], as Trustee, for the benefit of Holders of
Credit Suisse
First Boston Mortgage Securities Corp., Commercial Mortgage
Pass-Through
Certificates, Series 200_-__, Class [A-2FL], Floating Rate
Account." Any such
account or sub-account shall be an Eligible Account or, subject to
Section
3.04(j), a sub-account of an Eligible Account.]
"FNMA": Federal National Mortgage Association or any successor
thereto.
"GAAP": Generally Accepted Accounting Principles in the United
States.
"Global Certificate": With respect to any Class of
Non-Registered
Certificates, any related Regulation S Global Certificate or Rule
144A Global
Certificate.
"Grantor Trust": The grantor trust as defined under Subpart E
of
Part 1 of Subchapter J of the Code created hereunder.
["Group 1 Loan": Any Loan identified on the Mortgage Loan
Schedule
as belonging to Loan Group No. 1, together with any other Loan that
is
substituted in replacement thereof pursuant to or as contemplated
by the related
Mortgage Loan Purchase Agreement.
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"Group 2 Loan": Any Loan identified on the Mortgage Loan Schedule
as
belonging to Loan Group No. 2, together with any other Loan that is
substituted
in replacement thereof pursuant to or as contemplated by the
related Mortgage
Loan Purchase Agreement.]
"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, and specifically including, without
limitation,
asbestos and asbestos-containing materials, polychlorinated
biphenyls, radon
gas, petroleum and petroleum products, urea formaldehyde and any
substances
classified as being "in inventory," "usable work in process" or
similar
classification which would, if classified as unusable, be included
in the
foregoing definition.
"Independent": When used with respect to any specified Person,
any
such Person that (i) is in fact independent of the Depositor, each
Junior Loan
Holder, the Master Servicer, the Special Servicer, the Trustee and
any and all
Affiliates thereof, (ii) does not have any material direct
financial interest in
or any material indirect financial interest in any of the
Depositor, any Junior
Loan Holder, the Master Servicer, any Special Servicer or any
Affiliate thereof
and (iii) is not connected with the Depositor, any Junior Loan
Holder, the
Master Servicer, any Special Servicer 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 Junior Loan Holder, the Master
Servicer, any
Special Servicer, the Trustee or any Affiliate thereof merely
because such
Person is the beneficial owner of 1.0% or less of any class of debt
or equity
securities issued by the Depositor, such Junior Loan Holder, the
Master
Servicer, the Special Servicer, the Trustee or any Affiliate
thereof, as the
case may be, provided that such ownership constitutes less than
1.0% of the
total assets of such Person.
"Independent Contractor": Either (i) any Person that would be
an
"independent contractor" with respect to the Trust Fund within the
meaning of
Section 856(d)(3) of the Code if the Trust Fund 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 Trustee, the Master Servicer or the Trust, delivered
to the
Trustee and the Master Servicer), so long as the Trust Fund does
not receive or
derive any income from such Person and provided that the
relationship between
such Person and the Trust Fund is at arm's length, all within the
meaning of
Treasury regulations section 1.856-4(b)(5) (except that neither the
Master
Servicer nor the Special Servicer shall be considered to be an
Independent
Contractor under the definition in this clause (i) unless an
Opinion of Counsel
(at the expense of the party seeking to be deemed an Independent
Contractor) has
been delivered to the Trustee to that effect or (ii) any other
Person (including
the Master Servicer and the Special Servicer) upon receipt by the
Trustee and
the Master Servicer of an Opinion of Counsel (at the expense of the
party
seeking to be deemed an Independent Contractor), to the effect that
the taking
of any action in respect of any REO Property by such Person,
subject to any
conditions therein specified, that is otherwise herein contemplated
to be taken
by an Independent Contractor will not cause such REO Property to
cease to
qualify as "foreclosure property" within the meaning of Section
860G(a)(8) of
the Code or cause any income realized in respect of such REO
Property to fail to
qualify as Rents from Real Property (provided that such income
would otherwise
so qualify).
"Independent Director": A duly appointed member of the board of
directors of the relevant entity who shall not have been, at the
time of such
appointment, at any time after appointment, or at any time in the
preceding five
years, (i) a direct or indirect legal or beneficial owner in such
entity or any
of its affiliates, (ii) a creditor, supplier, employee, officer,
director,
manager or contractor of such
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<PAGE>
entity or any of its affiliates, (iii) a person who controls such
entity or any
of its affiliates, or (iv) a member of the immediate family of a
person defined
in (i), (ii) or (iii) above.
"Initial Purchaser": [Credit Suisse First Boston LLC], as
initial
purchaser of the Non-Registered Certificates.
"Initial Resolution Period": As defined in Section 2.03(b).
"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.
"Institutional Lender/Owner": One or more of the following: (i)
a
bank, saving and loan association, investment bank, insurance
company, real
estate investment trust, trust company, commercial credit
corporation, pension
plan, pension fund or pension advisory firm, mutual fund,
government entity or
plan, (ii) an investment company, money management firm or
"qualified
institutional buyer" within the meaning of Rule 144A under the
Securities Act,
which is regularly engaged in the business of making or owning
mezzanine loans
of similar types to the mezzanine loan in the question, (iii) a
trustee in
connection with a securitization of the mezzanine loan, so long as
such trustee
or the servicer therefor is an entity that otherwise would be an
Institutional
Lender/Owner, (iv) an institution substantially similar to any of
the foregoing,
in each case of clauses (i), (ii), (iii) or (iv) of this
definition, which (A)
has total assets (in name or under management) in excess of
$600,000,000 and
(except with respect to a pension advisory firm or similar
fiduciary)
capital/statutory surplus or shareholder's equity of $200,000,000
and (B) is
regularly engaged in the business of making or owning commercial
loans or (v) an
entity Controlled (as defined below) by the Underwriters or any of
the entities
described in clause (i) above. For purposes of this definition
only, "Control"
means the ownership, directly or indirectly, in the aggregate of
more than fifty
percent (50%) of the beneficial ownership interests of an entity
and the
possession, directly or indirectly, of the power to direct or cause
the
direction of the management or policies of an entity, whether
through the
ability to exercise voting power, by contract or otherwise
("Controlled" has the
meaning correlative thereto). The Special Servicer shall obtain
from the
proposed transferee, and shall be entitled to rely on, (i) an
officer's
certificate of a proposed transferee that such transferee satisfies
the
requirements of this definition and (ii) in the case of any
proposed transferee
that is an entity described in and meeting the criteria in clauses
(i)-(iv) of
the immediately preceding sentence, the most recent financial
statements of such
transferee.
"Insurance and Condemnation Proceeds": All proceeds (net of
expenses
of collection) paid under any Insurance Policy or in connection
with the full or
partial condemnation of a Mortgaged Property, in either case, to
the extent such
proceeds are not applied to the restoration of the related
Mortgaged Property or
released to the Borrower, in either case, in accordance with the
Servicing
Standard.
"Insurance Policy": With respect to any Loan or Junior Loan (or
any
Mortgaged Property that secures a Loan or Junior Loan) or any REO
Property
acquired in respect of any Loan or Junior Loan, any hazard
insurance policy,
flood insurance policy, title insurance policy, earthquake
insurance policy,
environmental insurance policy, business interruption insurance
policy or other
insurance policy that is maintained from time to time in respect of
such Loan or
Junior Loan (or the related Mortgaged Property) or such REO
Property, as the
case may be.
"Insured Environmental Event": As defined in Section 3.07.
["Intercreditor Agreement": Any CBA Intercreditor Agreement.]
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"Interest Accrual Period": With respect to any Class of Regular
Certificates [(other than the Class [A-2FL] Certificates), the
Class [A-2FL
Regular Interest]] or any Uncertificated Lower-Tier Interest and
any
Distribution Date, the calendar month preceding the month in which
such
Distribution Date occurs. With respect to the Class [A-2FL]
Certificates for any
Distribution Date will be the period from and including the
Distribution Date in
the month preceding the month in which the related Distribution
Date occurs (or,
in the case of the first Distribution Date, from and including the
Closing Date)
to, but excluding, the related Distribution Date[; except that, if
the Swap
Agreement is terminated and not replaced or if there exists a
continuing payment
default by the Swap Counterparty under the Swap Agreement, then the
Interest
Accrual Period with respect to the Class [A-2FL] Certificates for
any
Distribution Date will be the same as the Interest Accrual Period
for the Class
[A-2FL] Regular Interest.] Each Interest Accrual Period with
respect to any
Class of Regular Certificates [(other than the Class [A-2FL]
Certificates), the
Class [A-2FL] Regular Interest] or any Uncertificated Lower-Tier
Interest shall
be deemed for purposes of this definition to consist of 30 days.
[Each Interest
Accrual Period with respect to the Class [A-2FL] Certificates shall
be based
upon the actual number of days in the related Interest Accrual
Period; except
that, if the Swap Agreement is terminated and not replaced or if
there exists a
continuing payment default by the Swap Counterparty under the Swap
Agreement,
then any Interest Accrual Period with respect to the Class [A-2FL]
Certificates
will also be deemed to consist of 30 days.]
"Interest-Only Certificates": Collectively, the Class [A-X] and
Class [A-SP] Certificates.
"Interest Reserve Account": The account, accounts or, subject
to
Section 3.04(j), sub-accounts created and maintained by the
Trustee, pursuant to
Section 3.28, in trust for the Certificateholders, which, subject
to Section
3.04(j), shall be entitled "[Name of Trustee] [or name of any
successor
Trustee], as Trustee, in trust for the registered holders of Credit
Suisse First
Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through
Certificates,
Series 200_-__, Interest Reserve Account," and which shall be an
Eligible
Account or, subject to Section 3.04(j), a sub-account of an
Eligible Account.
"Interest Reserve Loan": Any Loan that accrues interest on an
Actual/360 Basis (or any successor REO Loan with respect
thereto).
"Interest Shortfall Amount": As to any Distribution Date [and
the
Class [A-2FL] Regular Interest] [and][or] any Class of Regular
Certificates, the
amount, if any, by which the amount distributed on such Class on
such
Distribution Date in respect of interest is less than the related
Optimal
Interest Distribution Amount.
"Interested Person": The Depositor, the Master Servicer, the
Special
Servicer, any Independent Contractor engaged by the Special
Servicer, any Holder
of a Certificate or any Affiliate of any such Person.
"Investment Account": As defined in Section 3.06(a).
"Issue Price": With respect to each Class of Certificates, the
"issue price" as defined in the REMIC Provisions.
"Junior Loans": The [CBA B Loans], which is subordinate in right
of
payment to the related A Loan.
"Junior Loan Custodial Account": Each of the custodial accounts
or,
subject to Section 3.04(j), sub-accounts (none of which are
included in the
Trust Fund) created and maintained by the Master Servicer pursuant
to Section
3.04 on behalf of the respective Junior Loan Holders. Each
Junior
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Loan Custodial Account shall be maintained as an Eligible Account
or, subject to
Section 3.04(j), a sub-account of an Eligible Account.
"Junior Loan Holder": Any holder of a Junior Loan or any
successor
REO Loan with respect thereto.
"Late Collections": With respect to any Loan or Junior Loan,
all
amounts (except Penalty Charges) received thereon during any Due
Period, whether
as payments, Insurance and Condemnation Proceeds, Liquidation
Proceeds or
otherwise, which represent late payments or collections of
principal or interest
due in respect of such Loan or Junior Loan (without regard to any
acceleration
of amounts due thereunder by reason of default) on a Due Date in a
previous Due
Period and not previously received. With respect to any REO Loan,
all amounts
(except Penalty Charges) received in connection with the related
REO Property
during any Due Period, whether as Insurance and Condemnation
Proceeds,
Liquidation Proceeds, REO Revenues or otherwise, which represent
late
collections of principal or interest due or deemed due in respect
of such REO
Loan or the predecessor Loan or predecessor Junior Loan, as the
case may be
(without regard to any acceleration of amounts due under the
predecessor Loan
(or predecessor Junior Loan, as the case may be), by reason of
default) on a Due
Date in a previous Due Period and not previously received.
["LIBOR": With respect to the Class [A-2FL] Certificates, the
meaning given such term in the Swap Agreement.]
"Liquidation Event": With respect to any Loan or REO Property,
any
of the following events: (i) payment in full of such Loan; (ii) the
making of a
Final Recovery Determination with respect to such Loan or REO
Property; (iii)
the repurchase or replacement of such Loan by or on behalf of the
related
Responsible Party pursuant to Section 7 of the related Mortgage
Loan Purchase
Agreement[s]; (iv) the purchase of such Loan or REO Property by the
Directing
Certificateholder or the Special Servicer or any assignee or
Affiliate of either
of the foregoing pursuant to Section 3.18; (v) in the case of any
Loan
Combination for which the related Intercreditor Agreement so
provides, the
purchase of the related [A] Loan by a related Junior Loan Holder;
(vi) the
purchase of such Loan by a related mezzanine lender pursuant to the
terms of any
related intercreditor agreement; (vii) the sale or other
liquidation of such REO
Property hereunder; or (viii) the purchase of such Loan or REO
Property by the
Holders of more than 50% of the Percentage Interests in the
Controlling Class,
the Special Servicer or the Master Servicer pursuant to Section
9.01.
"Liquidation Fee": A fee payable to the Special Servicer with
respect to each Specially Serviced Loan or REO Loan as to which the
Special
Servicer receives a full or discounted payoff with respect thereto
from the
related Borrower or any Liquidation Proceeds with respect thereto,
equal to the
product of the Liquidation Fee Rate and the proceeds of such full
or discounted
payoff or the net Liquidation Proceeds (net of the related costs
and expenses
associated with the related liquidation) related to such liquidated
Specially
Serviced Loan or REO Loan, as the case may be; provided, however,
that no
Liquidation Fee shall be payable with respect to clauses (iii) (so
long as the
Directing Certificateholder (rather than its assignee) or the
Special Servicer
(rather than its assignee) effects such purchase), (iv) (so long as
such
repurchase occurs within the applicable cure period set forth in
the related
Mortgage Loan Purchase Agreement[s], as extended), (v) (so long as
such
repurchase occurs within 90 days from the date when the related
Loan has become
a Specially Serviced Loan and notice thereof has been delivered to
the related
Junior Loan Holder that is entitled to purchase the related A
Loan), or (vii) of
the definition of Liquidation Proceeds or, in connection with the
purchase of a
Specially Serviced Loan by the Special Servicer or the actual
purchase of a Loan
by a mezzanine lender pursuant to the terms of any related
intercreditor
agreement (so long as such repurchase occurs within 90 days from
the date when
the related Loan has become a Specially Serviced Loan).
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"Liquidation Fee Rate": As defined in Section 3.11.
"Liquidation Proceeds": Cash amounts (other than Insurance and
Condemnation Proceeds and REO Revenues) actually received by the
Trust, net of
expenses, in connection with: (i) the liquidation of a Mortgaged
Property or
other collateral constituting security for a Defaulted Loan or Loan
Combination
(including in the case of any Loan Combination, the default of the
related Loan
or Junior Loan, as applicable, collectively), through trustee's
sale,
foreclosure sale, REO Disposition or otherwise, exclusive of any
portion thereof
required to be released to the related Borrower; (ii) the
realization upon any
deficiency judgment obtained against a Borrower; (iii) the purchase
of a
Defaulted Loan by the Directing Certificateholder or the Special
Servicer or any
assignee or Affiliate of either of the foregoing pursuant to
Section 3.18; (iv)
the repurchase of a Loan by or on behalf of the related Responsible
Party
pursuant to Section 7 of the related Mortgage Loan Purchase
Agreement[s]; (v) in
the case of any Loan Combination for which the related
Intercreditor Agreement
so provides, the purchase of the related A Loan by any related
Junior Loan
Holder; (vi) the purchase of any Loan or Loan Combination by a
related mezzanine
lender; or (vii) the purchase of all Loans by Holders of more than
50% of the
Percentage Interests in the Controlling Class, the Special Servicer
or the
Master Servicer pursuant to Section 9.01.
"Loan": Each of the mortgage loans transferred and assigned to
the
Trustee pursuant to Section 2.01, and from time to time held in the
Trust Fund,
including any Loan that becomes a Specially Serviced Loan, which
does not
include any Junior Loan. As used herein, the term "Loan" includes
the related
Note, Mortgage and other documents contained in the related
Mortgage File and
any related agreements.
"Loan Agreement": With respect to any Loan, Junior Loan, the
loan
agreement, if any, between the related Mortgage Loan Originator and
the
Borrower, pursuant to which such Loan, Junior Loan was made.
"Loan Combination": With respect to any A Loan, such A Loan and
the
related Junior Loan(s), collectively.
"Loan Documents": With respect to each Loan, Junior Loan, to
the
extent applicable, the Loan Agreement, the Mortgage, the Note, the
Assignment of
Leases (if separate from the Mortgage), the Security Agreement, any
cash
management agreement, any ground lease, any letters of credit,
escrow or reserve
account information relating to the Additional Collateral Loans,
any UCC
Financing Statements, the title insurance policy, all surveys, all
insurance
policies, any environmental liability agreements, any escrow
agreements for
improvements or lease-up, any guaranties related to such Loan,
Junior Loan, any
prior assignments of mortgage in the event that the originator is
not the
originator of record, any collateral assignments of property
management
agreements and other services agreements required by the applicable
commitment
and other loan documents, any preferred equity and mezzanine loan
documents and
all modification, consolidation and extension agreements, if
any.
["Loan Group": Either of Loan Group No. 1 or Loan Group No. 2.]
["Loan Group No. 1": Collectively, all of the Loans that are Group
1
Loans and any successor REO Loans with respect thereto.]
["Loan Group No. 2": Collectively, all of the Loans that are Group
2
Loans and any successor REO Loans with respect thereto.]
"Loan-to-Value Ratio": With respect to any Loan, as of any date
of
determination, the fraction, expressed as a percentage, the
numerator of which
is the principal balance of such Loan (or, in
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the case of each Serviced Loan Combination, of such Serviced Loan
Combination
(exclusive of any related Junior Loan(s)) at the time of
determination, and the
denominator of which is the Appraised Value of the related
Mortgaged Property.
"Lock-Box Account": With respect to any Mortgaged Property, the
account, if any, created pursuant to any documents relating to a
Loan to receive
revenues therefrom. Any Lock-Box Account shall be beneficially
owned for federal
income tax purposes by the Person who is entitled to receive the
reinvestment
income or gain thereon in accordance with the terms and provisions
of the
related Loan and Section 3.06, which Person (and not the Trust) may
be taxed on
all reinvestment income or gain thereon. The Master Servicer shall
be permitted
to make withdrawals therefrom for deposit into the related Cash
Collateral
Accounts.
"Lock-Box Agreement": With respect to any Loan, the lock-box
agreement, if any, between the applicable Mortgage Loan Originator
or the
applicable Mortgage Loan Seller[s] and the related Borrower,
pursuant to which
the related Lock-Box Account may have been established.
"Lower-Tier Principal Amount": With respect to any
Uncertificated
Lower-Tier Interest, as of any date of determination, a principal
amount equal
to the Original Lower-Tier Principal Amount of such Uncertificated
Lower-Tier
Interest as specified in the Preliminary Statement hereto, as such
principal
amount may be permanently reduced (to not less than zero) on each
Distribution
Date coinciding with or preceding such date of determination by (i)
any deemed
distributions of principal with respect to such Uncertificated
Lower-Tier
Interest on the subject Distribution Date pursuant to Section 4.01
and (ii) any
Collateral Support Deficit allocated to such Uncertificated
Lower-Tier Interest
on the subject Distribution Date pursuant to Section 4.04.
"Lower-Tier REMIC": One of two separate REMICs comprising the
Trust
Fund, the assets of which consist of the Loans (exclusive of any
[Broker Strip
Interest and] Excess Interest thereon), any REO Property with
respect thereto
(exclusive of any interest therein that a Junior Loan Holder may
have), such
amounts (exclusive of any [Broker Strip Interest and] Excess
Interest) as shall
from time to time be held in the Collection Account, the Interest
Reserve
Account, an REO Account (exclusive of any such amounts that are
allocable to a
Junior Loan), if any, and the Distribution Account, and except as
otherwise
provided in this Agreement, all other property included in the
Trust Fund that
is not in the Upper-Tier REMIC or designated as a grantor trust
asset in the
Preliminary Statement hereto.
"Lower-Tier Remittance Rate": With respect to any
Uncertificated
Lower-Tier Interest, for any Distribution Date, the Weighted
Average Net
Mortgage Pass-Through Rate for such Distribution Date.
"MAI": Member of the Appraisal Institute.
"Management Agreement": With respect to any Loan, the
Management
Agreement, if any, by and between the Manager and the related
Borrower, or any
successor Management Agreement between such parties.
"Manager": With respect to any Loan, any property manager for
the
related Mortgaged Property or Mortgaged Properties.
"Master Servicer": [_______], or any successor master servicer
appointed as provided herein.
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"Master Servicer Remittance Date": With respect to any
Distribution
Date, the Business Day preceding such Distribution Date, commencing
in [__].
"Master Servicing Fee": With respect to each Loan (and any
successor
REO Loan with respect thereto), the fee payable to the Master
Servicer pursuant
to the first paragraph of Section 3.11(a), computed on the same
basis and in the
same manner as interest is computed on the related Loan. For the
avoidance of
doubt, the parties acknowledge that a Master Servicer Fee shall not
accrue or be
payable with respect to any Junior Loan (or any successor REO Loan
with respect
thereto).
"Master Servicing Fee Rate": With respect to the Master Servicer
and
each Loan, Specially Serviced Loan, and REO Loan, a rate equal to
[__]% ([___]
basis point) per annum computed on the same basis and in the same
manner as
interest is computed on the related Loan.
"Material Breach": As defined in Section 2.03(b).
"Material Document Defect": As defined in Section 2.03(b).
"Maturity Date": With respect to any Loan or Junior Loan, as of
any
date of determination, the date on which the last payment of
principal is due
and payable under the related Note, after taking into account all
Principal
Prepayments received prior to such date of determination, but
without giving
effect to (i) any acceleration of the principal of such Loan or
Junior Loan by
reason of default thereunder, (ii) any grace period permitted by
the related
Note or (iii) any modification, waiver or amendment of such Loan or
Junior Loan
granted or agreed to by the Master Servicer or the Special Servicer
pursuant to
Section 3.20 occurring prior to such date of determination.
"Mezzanine Loan": Any loan constituting "Mezzanine Debt," a
"Mezzanine Loan" or "Future Mezzanine Debt" as identified in
Exhibit C-2 hereto.
"Mezzanine Loan Collateral": With respect to any Mezzanine Loan,
any
stock, partnership interests, membership interests or other equity
interest in
the related Borrower that has been pledged pursuant to such
Mezzanine Loan.
"Mezzanine Loan Holder": With respect to any Mezzanine Loan,
the
Holder or obligee thereof.
"Monthly Interest Distribution Amount": As to any Distribution
Date
and any Class of Regular Certificates [and the Class [A-2FL]
Regular Interest],
an amount of interest equal to (a) the Accrued Certificate Interest
Amount for
such Class for such Distribution Date, reduced (to not less than
zero) by (b)
that portion, if any, of the Uncovered Prepayment Interest
Shortfall Amount, if
any, for such Distribution Date that is allocable to such Class
pursuant to
Section 4.05(a). As to any Distribution Date and any Uncertificated
Lower-Tier
Interest, an amount of interest equal to (a) the Uncertificated
Accrued Interest
Amount for such Uncertificated Lower-Tier Interest for such
Distribution Date,
reduced (to not less than zero) by (b) that portion, if any, of the
Uncovered
Prepayment Interest Shortfall Amount, if any, for such Distribution
Date that is
allocable to such Uncertificated Lower-Tier Interest pursuant to
Section
4.05(b). As to any Distribution Date and any Component of the
[Class A-X] or
Class [A-SP] Certificates, an amount of interest equal to (a) the
Accrued
Component Interest Amount for such Component for such Distribution
Date, reduced
(to not less than zero) by (b) that portion, if any, of the
Uncovered Prepayment
Interest Shortfall Amount, if any, for such Distribution Date that
is allocable
to such Component pursuant to Section 4.05(a).
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"Monthly Payment": With respect to any Loan (other than any REO
Loan) and any Due Date, the scheduled monthly payment of principal,
if any, and
interest at the Mortgage Rate, excluding any Balloon Payment, which
is payable
by the related Borrower on such Due Date under the related Note (as
such terms
may be changed or modified in connection with a bankruptcy or
similar proceeding
involving the related Borrower or by reason of a modification,
waiver or
amendment of such Loan granted or agreed to by the Master Servicer
or the
Special Servicer pursuant to Section 3.20), without regard to any
acceleration
of principal of such Loan by reason of a default thereunder. With
respect to an
REO Loan, the monthly payment that would otherwise have been
payable on the
related Due Date had the related Note not been discharged,
determined as set
forth in the preceding sentence and on the assumption that all
other amounts, if
any, due thereunder are paid when due.
["Moody's": 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 agency or other comparable Person designated by
the
Depositor, notice of which designation shall be given to the other
parties
hereto, and specific ratings of Moody's Investors Service, Inc.
herein
referenced shall be deemed to refer to the equivalent ratings of
the party so
designated. References herein to "applicable rating category"
(other than such
references to "highest applicable rating category") shall, in the
case of
Moody's, be deemed to refer to such applicable rating category of
Moody's,
without regard to any plus or minus or other comparable rating
qualification.]
"Mortgage": With respect to any Loan or Junior Loan, the
mortgage,
deed of trust, deed to secure debt or other instrument securing a
Note and
creating a lien on the related Mortgaged Property.
"Mortgage File": With respect to any Loan, the following
documents
on a collective basis:
(i)
the original Note (or a lost note affidavit with a
customary indemnification provision), bearing, or accompanied
by,
all prior and intervening endorsements or assignments showing a
complete chain of endorsement or assignment from the applicable
Mortgage Loan Originator either in blank or to the applicable
Mortgage Loan Seller[s], and further endorsed (at the direction
of
the Depositor given pursuant to the related Mortgage Loan
Purchase
Agreement[s]) by the applicable Mortgage Loan Seller[s], on its
face
or by allonge attached thereto, without recourse, either in blank
or
to the order of the Trustee in the following form: "Pay to the
order
of [Trustee], as trustee for the registered Holders of Credit
Suisse First Boston Mortgage Securities Corp., Commercial
Mortgage
Pass-Through Certificates, Series 200_-__, without recourse,
representation or warranty, express or implied";
(ii) a duplicate original Mortgage or a counterpart thereof,
or if such Mortgage has been returned by the related recording
office, (A) an original, (B) a certified copy or (C) a copy
thereof
from the applicable recording office, and originals or
counterparts
(or originals, certified copies or copies from the applicable
recording office) of any intervening assignments thereof from
the
related Mortgage Loan Originator to the applicable Mortgage
Loan
Seller[s], in each case in the form submitted for recording or,
if
recorded, with evidence of recording indicated thereon;
(iii) an original assignment of the Mortgage, in recordable
form (except for any missing recording information and, if
applicable, completion of the name of the assignee), from the
applicable Mortgage Loan Seller[s] (or the applicable Mortgage
Loan
Originator) either in blank or to "[Trustee], as trustee for
the
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registered Holders of Credit Suisse First Boston Mortgage
Securities
Corp., Commercial Mortgage Pass-Through Certificates, Series
200_-__";
(iv) an original, counterpart or copy of any related
Assignment of Leases (if such item is a document separate from
the
Mortgage) and the originals, counterparts or copies of any
intervening assignments thereof from the applicable Mortgage
Loan
Originator of the Loan to the applicable Mortgage Loan Seller[s],
in
each case in the form submitted for recording or, if recorded,
with
evidence of recording thereon;
(v) an original assignment of any related Assignment of Leases
(if such item is a document separate from the Mortgage), in
recordable form (except for any missing recording information
and,
if applicable, completion of the name of the assignee), from
the
applicable Mortgage Loan Seller[s] (or the applicable Mortgage
Loan
Originator), either in blank or to "[Trustee], as trustee for
the
registered Holders of Credit Suisse First Boston Mortgage
Securities
Corp., Commercial Mortgage Pass-Through Certificates, Series
200_-__," which assignment may be included as part of an
omnibus
assignment covering other documents relating to the Loan
(provided
that such omnibus assignment is effective and in recordable
form
under applicable law);
(vi) an original or copy of any related Security Agreement (if
such item is a document separate from the Mortgage), and the
originals or copies of any intervening assignments thereof from
the
applicable Mortgage Loan Originator to the applicable Mortgage
Loan
Seller[s];
(vii) an original assignment of any related Security Agreement
(if such item is a document separate from the Mortgage), from
the
applicable Mortgage Loan Seller[s] (or the applicable Mortgage
Loan
Originator), either in blank or to "[Trustee], as trustee for
the
registered Holders of Credit Suisse First Boston Mortgage
Securities
Corp., Commercial Mortgage Pass-Through Certificates, Series
200_-__," which assignment may be included as part of an
omnibus
assignment covering other documents relating to the Loan
(provided
that such omnibus assignment is effective under applicable
law);
(viii) originals or copies of all (A) assumption agreements,
(B) modifications, (C) written assurance agreements and (D)
substitution agreements, together with any evidence of
recording
thereon or in the form submitted for recording, in those
instances
where the terms or provisions of the Mortgage, Note or any
related
security document have been modified or the Loan has been
assumed;
(ix) the original lender's title insurance policy or a copy
thereof (together with all endorsements or riders that were
issued
with or subsequent to the issuance of such policy), or if the
policy
has not yet been issued, the original or a copy of a binding
written
commitment (which may be a pro forma or specimen title
insurance
policy which has been accepted or approved in writing by the
related
title insurance company or interim binder that is marked as
binding
and countersigned by the title company), insuring the priority
of
the Mortgage as a first lien on the related Mortgaged Property,
relating to such Loan;
(x) the original or a counterpart of any guaranty of the
obligations of the Borrower under the Loan;
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(xi) UCC acknowledgement, certified or other copies of all UCC
Financing Statements and continuation statements which show the
filing or recording thereof (including the filing number or
other
similar filing information) or, alternatively, other evidence
of
filing or recording (including the filing number or other
similar
filing information) acceptable to the Trustee (including,
without
limitation, evidence of such filed or recorded UCC Financing
Statement as shown on a written UCC search report from a
reputable
search firm, such as CSC/LexisNexis Document Solutions,
Corporation
Service Company, CT Corporation System and the like or printouts
of
on-line confirmations from such UCC filing or recording offices
or
authorized agents thereof) sufficient to perfect (and maintain
the
perfection of) the security interest held by the related
Mortgage
Loan Originator (and each assignee of record prior to the
Trustee)
in and to the personalty of the Borrower at the related
Mortgaged
Property, and original UCC Financing Statement assignments, in
a
form suitable for filing or recording, sufficient to assign
each
such UCC Financing Statement to the Trustee;
(xii) the original or copy of the power of attorney (with
evidence of recording thereon) granted by the Borrower if the
Mortgage, Note or other document or instrument referred to above
was
not signed by the Borrower;
(xiii) with respect to any debt of a Borrower or mezzanine
borrower permitted under the related Loan, an original or copy of
a
subordination agreement, standstill agreement or other
intercreditor, co-lender or similar agreement relating to such
other
debt, if any, including any mezzanine loan documents or
preferred
equity documents, and a copy of the Note relating to such other
debt
(if such other debt is also secured by the related Mortgage);
(xiv) with respect to any Cash Collateral Accounts and
Lock-Box Accounts, an original or copy of any related account
control agreement;
(xv) an original or copy of any related Loan Agreement (if
separate from the related Mortgage), and an original or copy of
any
related Lock-Box Agreement or Cash Collateral Account Agreement
(if
separate from the related Mortgage and Loan Agreement);
(xvi) the originals of letters of credit, if any, relating to
the Loans and amendments thereto which entitle the Trust to
draw
thereon; provided that in connection with the delivery of the
Mortgage File to the Trust, such originals shall be delivered to
the
Master Servicer and copies thereof shall be delivered to the
Trustee;
(xvii) any related environmental insurance policies and any
environmental guarantees or indemnity agreements or copies
thereof;
(xviii) originals or copies of the ground lease and ground
lease estoppels, if any, and any originals or copies of
amendments,
modifications or extensions thereto, if any;
(xix) [the original or copy of any property management
agreement;]
(xx) without duplication with clause (xiii) above, a copy of
the mortgage note evidencing the related Junior Loan, if any;
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(xxi) copies of franchise agreements and franchisor comfort
letters, if any, for hospitality properties;
(xxii) the checklist of the related Loan Documents that is
included in the Mortgage File for the related Loan; and
(xxiii) any additional documents required to be added to the
Mortgage File pursuant to this Agreement.
Whenever the term "Mortgage File" is used to refer to documents
actually received by the Trustee, such term shall not be deemed to
include such
documents and instruments required to be included therein unless
they are
actually so received.
"Mortgage Interest Accrual Period": With respect to any Loan,
the
period during which interest accrues pursuant to the related
Note.
"Mortgage Loan Originator": Any institution that originated a
Loan.
"Mortgage Loan Purchase Agreement[s]": The CSFB Mortgage Loan
Purchase Agreement[s].
"Mortgage Loan Schedule": The list of Loans transferred on the
Closing Date to the Trustee as part of the Trust Fund, attached
hereto as
Exhibit B, which list sets forth the following information with
respect to each
Loan:
(i) the loan number (as specified in Annex A to the Prospectus
Supplement);
(ii) the property name;
(iii) the street address (including city, state and zip code) of
the
related
Mortgaged Property;
(iv) the Mortgage Rate in effect at the Cut-off Date;
(v) the Net Mortgage Rate in effect at the Cut-off Date;
(vi) the original principal balance;
(vii) the Cut-off Date Principal Balance;
(viii) the (a) remaining term to stated maturity, (b) Maturity
Date
and (c)
with respect to each ARD Loan, the Anticipated Repayment Date;
(ix) the original and remaining amortization terms;
(x) the amount of the Monthly Payment due on the first Due Date
following
the Cut-off Date;
(xi) the number of units, pads, rooms or square footage with
respect
to the
Mortgaged Property;
(xii) the Loan interest accrual method;
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(xiii) the total of the Trustee Fee Rate, any applicable
Primary
Servicing
Fee Rate and the Master Servicing Fee Rate[, and the applicable
Broker
Strip Rate, if any];
(xiv) the Due Date;
(xv) whether such loan is an ARD Loan;
(xvi) whether the Loan is subject to lockout/defeasance;
(xvii) whether the related Mortgaged Property was covered by
earthquake
insurance at the time of origination, if the loan documents
require
such insurance;
(xviii) whether such Loan has the benefit of an Environmental
Insurance
Policy;
(xix) whether such Loan is secured by the related Borrower's
interest
in ground leases;
(xx) [which Loan Group includes such Loan;] and
(xxi) whether such Loan is secured by a letter of credit.
Such Mortgage Loan Schedule also shall set forth the aggregate
of
the amounts described under clause (vii) above for all of the
Loans. Such list
may be in the form of more than one list, collectively setting
forth all of the
information required.
"Mortgage Loan Seller[s]": The CSFB Mortgage Loan Seller [add
other
Sellers, if any]].
"Mortgage Pool": All of the Loans and any successor REO Loans
with
respect thereto, collectively, as of any particular date of
determination. The
Mortgage Pool shall not include any Junior Loan.
"Mortgage Rate": With respect to: (i) any Loan or Junior Loan on
or
prior to its Maturity Date, the annual rate at which interest is
scheduled (in
the absence of a default and without giving effect to any Revised
Rate) to
accrue on such Loan or Junior Loan, as the case may be, from time
to time in
accordance with the related Note and applicable law; (ii) any Loan
or Junior
Loan after its Maturity Date, the annualized rate described in
clause (i) above
determined without regard to the passage of such Maturity Date; and
(iii) any
REO Loan, the annualized rate described in clause (i) or (ii), as
applicable,
above, determined as if the predecessor Loan or Junior Loan, as the
case may be,
had remained outstanding. For the avoidance of doubt, for purposes
of
calculating the Net Mortgage Rate in connection with the Weighted
Average Net
Mortgage Pass-Through Rate, the Mortgage Rate for any Loan whose
interest rate
is changed will be the Mortgage Rate of such Loan without taking
into account
any change in the interest rate by a bankruptcy court pursuant to a
plan of
reorganization or pursuant to any of its equitable powers or any
reduction in
the interest rate resulting from a work-out or modification by the
Special
Servicer or the Master Servicer.
"Mortgaged Property": The underlying real property (including
any
REO Property) that secures a Loan or Loan Combination, in each case
consisting
of a parcel or parcels of land improved by a commercial and/or
multifamily
building or facility, together with any personal property (to the
extent the
same are owned by the Borrower and necessary in connection with the
operation of
the related property), fixtures, leases and other property or
rights pertaining
thereto.
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"Net Investment Earnings": With respect to the Collection
Account,
any Lock-Box Account, any Cash Collateral Account, any Servicing
Account or any
REO Account, for any period beginning on a Distribution Date and
ending on the
following Master Servicer Remittance Date, the amount, if any, by
which the
aggregate of all interest and other income realized during such
period on funds
relating to the Trust Fund held in such account (and which is not
required to be
paid to the related Borrower) exceeds the aggregate of all losses,
if any,
incurred during such period in connection with the investment of
such funds in
such account in accordance with Section 3.06.
"Net Investment Loss": With respect to the Collection Account,
any
Lock-Box Account, any Cash Collateral Account, any Servicing
Account or any REO
Account for any period beginning on a Distribution Date and ending
on the
following Master Servicer Remittance Date, the amount, if any, by
which the
aggregate of all losses, if any, incurred during such period in
connection with
the investment of funds relating to the Trust Fund held in such
account (and
which investment is not directed by the related Borrower) in
accordance with
Section 3.06 exceeds the aggregate of all interest and other income
realized
during such period on such funds in such account; provided that, in
the case of
any Investment Account and any particular investment of funds in
such Investment
Account, Net Investment Loss shall not include any loss with
respect to such
investment which is incurred solely as a result of the insolvency
of the federal
or state chartered depositary institution or trust company at which
such
Investment Account is maintained, so long as such depositary
institution or
trust company (a) satisfied the qualifications set forth in the
definition of
"Eligible Account" both at the time such investment was made and
also as of a
date not more than 30 days prior to the date of such loss and (b)
is not the
same Person as the Person that made the relevant investment.
"Net Mortgage Pass-Through Rate":
(a) With respect to any Loan (or any successor REO Loan with
respect
thereto)
that accrues interest on a 30/360 Basis, for any Distribution
Date, an
annual rate equal to the Original Net Mortgage Rate for such
Loan;
and
(b) With respect to any Loan (or any successor REO Loan with
respect
thereto)
that accrues interest on an Actual/360 Basis, for any
Distribution Date, an annual rate generally 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 related
Interest Accrual Period, multiplied by (b) the Stated
Principal Balance of such Loan (or such REO Loan) immediately
preceding such Distribution Date, multiplied by (c) 1/360,
multiplied by (d) the Original Net Mortgage Rate for such
Loan; and
(2) the
denominator of which is the Stated Principal Balance of
such Loan (or such 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
Withheld Amounts with respect to the subject Loan (or 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
Withheld Amounts with
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respect to the subject Loan (or 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 Loan, Junior Loan or
REO
Loan, as of any date of determination, a per annum rate equal to
the related
Mortgage Rate then in effect, minus the sum of the related Master
Servicing Fee
Rate (if any), the related Primary Servicing Fee Rate (if any)[,
the related
Broker Strip Rate (if any)] and the Trustee Fee Rate.
"Net Operating Income": With respect to any Mortgaged Property,
for
any Borrower's fiscal year end, 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 Loan or Loan
Combination, as
applicable.
"New Lease": Any lease of REO Property entered into at the
direction
of the Special Servicer on behalf of the Trust, including any lease
renewed,
modified or extended on behalf of the Trust, if the Trust Fund has
the right to
renegotiate the terms of such lease.
"Nonrecoverable Advance": Any Nonrecoverable P&I Advance or
Nonrecoverable Servicing Advance or any portion thereof.
"Nonrecoverable P&I Advance": The portion of any P&I
Advance
(including interest accrued thereon at the Reimbursement Rate)
previously made
or proposed to be made in respect of a Loan or REO Loan which, in
the judgment
(exercised in accordance with the Servicing Standard in the case of
the judgment
of the Master Servicer or the Special Servicer) of the Master
Servicer, the
Special Servicer or the Trustee, as applicable, will not be
ultimately
recoverable, together with any accrued and unpaid interest thereon,
from Late
Collections or any other recovery on or in respect of such Loan or
REO Loan. In
making any recoverability determination as to a P&I Advance,
the Master
Servicer, the Special Servicer or the Trustee, as applicable, shall
be entitled
to consider (among other things) the obligations of the Borrower
under the terms
of the related Loan or Loan Combination as it may have been
modified, to
consider (among other things) the related Mortgaged Property in its
"as is" or
then current condition and occupancy, as modified by such Person's
assumptions
(in the case of the Master Servicer or Special Servicer, consistent
with the
Servicing Standard) regarding the possibility and effects of future
adverse
change with respect to such Mortgaged Property, to estimate and
consider (in the
case of the Master Servicer or Special Servicer, consistent with
the Servicing
Standard) (among other things) future expenses and to estimate and
consider
(among other things) the timing of recoveries. In addition, any
such Person may
update or change its recoverability determination (but not reverse
any other
such Person's determination that a P&I Advance is
non-recoverable) at any time
and 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, any
such
determination will be conclusive and binding on the
Certificateholders, the
Master Servicer, the Special Servicer and the Trustee (but this
statement shall
not be construed to entitle any such Person to reverse any other
such Person's
determination that a P&I Advance is non-recoverable). The
determination by the
Master Servicer, the Special Servicer or the Trustee, as
applicable, that it has
made (or, in the case of a determination made by the Special
Servicer, that the
Master Servicer has made) a Nonrecoverable P&I Advance or that
any proposed P&I
Advance, if made, would constitute a Nonrecoverable P&I
Advance, shall be
evidenced by an Officer's Certificate delivered (i) to the Trustee
and the
Depositor, in the case of the Master Servicer, (ii) to the Master
Servicer and
the Trustee in the case of the Special Servicer, (iii) to the
Depositor and the
Master Servicer, in the case of the Trustee, and (iv) in each case,
to the
Directing Certificateholder, any Requesting Subordinate
Certificateholder (at
the expense of such requesting Holder) and, provided that the
P&I Advance
involves a Serviced Loan Combination and the certifying
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party has actual knowledge of the identity thereof, the related
Junior Loan
Holder(s) (or, in the case of a Junior Loan that is part of a rated
commercial
mortgage securitization, to the related master servicer) Such
Officer's
Certificate shall set forth such determination of nonrecoverability
and the
considerations of the Master Servicer, the Special Servicer, or the
Trustee, as
the case may be, forming the basis of such determination (which
shall include
but shall not be limited to information, to the extent available,
such as
related income and expense statements, rent rolls, occupancy
status, property
inspections, and shall include an Appraisal (provided that if an
Appraisal has
been obtained within the past 12 months, no new Appraisal is
required) of the
related Mortgaged Property, the cost of which Appraisal shall be
advanced by the
Master Servicer as a Servicing Advance or, depending on the timing
of payment,
subject to Section 3.03(c), paid out of the Collection Account).
The Trustee
shall be entitled to conclusively rely on the Master Servicer's
determination
that a P&I Advance is nonrecoverable. The Master Servicer and
the Trustee shall
be entitled to conclusively rely on the Special Servicer's
determination that a
P&I Advance is nonrecoverable.
"Nonrecoverable Servicing Advance": The portion of any
Servicing
Advance (including interest accrued thereon at the Reimbursement
Rate)
previously made or proposed to be made in respect of a Loan or REO
Property
which, in the judgment (exercised in accordance with the Servicing
Standard in
the case of the judgment of the Master Servicer or the Special
Servicer) of the
Master Servicer, the Special Servicer or the Trustee, will not be
ultimately
recoverable, together with any accrued and unpaid interest thereon,
from Late
Collections or any other recovery on or in respect of such Loan or
REO Property.
In making any recoverability determination as to a Servicing
Advance, the Master
Servicer, the Special Servicer or the Trustee, as applicable, shall
be entitled
to consider (among other things) the obligations of the Borrower
under the terms
of the related Loan or Loan Combination as it may have been
modified, to
consider (among other things) the related Mortgaged Property in its
"as is" or
then current condition and occupancy, as modified by such Person's
assumptions
(in the case of the Master Servicer or Special Servicer, consistent
with the
Servicing Standard)regarding the possibility and effects of future
adverse
change with respect to such Mortgaged Property, to estimate and
consider (among
other things) future expenses and to estimate and consider (in the
case of the
Master Servicer or Special Servicer, consistent with the Servicing
Standard)
(among other things) the timing of recoveries. In addition, any
such Person may
update or change its recoverability determination (but not reverse
any other
such Person's determination that a Servicing Advance is
non-recoverable) at any
time and 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, any
such
determination will be conclusive and binding on the
Certificateholders, the
Master Servicer, the Special Servicer and the Trustee (but this
statement shall
not be construed to entitle any such Person to reverse any other
such Person's
determination that a Servicing Advance is non-recoverable). The
determination by
the Master Servicer, the Special Servicer or the Trustee that it
has made (or,
in the case of a determination made by the Special Servicer, that
the Master
Servicer has made) a Nonrecoverable Servicing Advance or that any
proposed
Servicing Advance, if made, would constitute a Nonrecoverable
Servicing Advance,
shall be evidenced by an Officer's Certificate delivered (i) to the
Trustee and
the Depositor, in the case of the Master Servicer, (ii) to the
Master Servicer
and the Trustee in the case of the Special Servicer, (iii) to the
Depositor and
the Master Servicer, in the case of the Trustee, and (iv) and in
each case, to
the Directing Certificateholder, any Requesting Subordinate
Certificateholder
(at the expense of such requesting Holder) and, provided that the
Servicing
Advance involves a Serviced Loan Combination and the certifying
party has actual
knowledge of the identity thereof, the related Junior Loan
Holder(s) (or, in the
case of a Junior Loan that is part of a rated commercial
mortgage
securitization, to the related master servicer). Such Officer's
Certificate
shall set forth such determination of nonrecoverability and the
considerations
of the Master Servicer, the Special Servicer or the Trustee, as the
case may be,
forming the basis of such determination (which shall include but
shall not be
limited to information, to the extent available, such as related
income and
expense statements, rent rolls, occupancy status and property
inspections, and
shall include an Appraisal (provided that if an Appraisal has
been
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obtained within the past 12 months, no new Appraisal is required)
of the related
Mortgaged Property, the cost of which Appraisal shall be advanced
by the Master
Servicer as a Servicing Advance or, depending on the timing of
payment, subject
to Section 3.03(c), paid out of the Collection Account). The
Trustee will be
entitled to conclusively rely on the Master Servicer's
determination that a
Servicing Advance is nonrecoverable. The Master Servicer and the
Trustee shall
be entitled to conclusively rely on the Special Servicer's
determination that a
Servicing Advance is a Nonrecoverable Servicing Advance.
"Non-Registered Certificate": Any Certificate that has not been
subject to registration under the Securities Act. As of the Closing
Date, the
Class [A-SP], Class [A-X], Class [F], Class [G], Class [H], Class
[J], Class
[K], Class [L], Class [M], Class [N], Class R and Class V will
constitute
Non-Registered Certificates.
"Non-United States Tax Person": Any Person other than a United
States Tax Person.
"Note": The original executed note (or, if applicable, multiple
notes collectively) evidencing the indebtedness of a Borrower under
a Loan or
Junior Loan, as the case may be, together with any rider, addendum
or amendment
thereto.
"NRSRO": A nationally recognized statistical rating organization
as
the term is used in federal securities laws.
"Officer's Certificate": A certificate signed by a Servicing
Officer
of the Master Servicer or the Special Servicer as the case may be,
or a
Responsible Officer of the Trustee.
"Opinion of Counsel": A written opinion of counsel, who may be
salaried counsel for the Depositor, the Master Servicer or the
Special Servicer,
acceptable in form and delivered to the Trustee, except that any
opinion of
counsel relating to (a) the qualification of any Trust REMIC as a
REMIC, (b)
compliance with the REMIC Provisions, (c) the qualification of the
Grantor Trust
as a grantor trust or (d) the resignation of the Depositor, the
Master Servicer
or the Special Servicer pursuant to Section 6.04 must be an opinion
of counsel
that is in fact Independent of the Depositor, the Master Servicer
or the Special
Servicer, as applicable.
"Optimal Interest Distribution Amount": As to any Distribution
Date
and any Class of Regular Certificates [(other than the Class
[A-2FL]
Certificates)] [and the Class [A-2FL] Regular Interest], the sum of
the Monthly
Interest Distribution Amount and the Unpaid Interest Shortfall
Amount for such
Class for such Distribution Date. As to any Distribution Date and
any
Uncertificated Lower-Tier Interest, the sum of the Monthly Interest
Distribution
Amount and the Unpaid Interest Shortfall Amount for such
Uncertificated
Lower-Tier Interest for such Distribution Date. As to any
Distribution Date and
any Component of the Class [A-X] or Class [A-SP] Certificates, the
sum of the
Monthly Interest Distribution Amount and the Unpaid Interest
Shortfall Amount
for such Component for such Distribution Date.
"Original Class Notional Amount": With respect to any Class of
Interest-Only Certificates, the initial aggregate notional balance
thereof as of
the Closing Date, in each case as specified in the Preliminary
Statement hereto.
"Original Class Principal Balance": With respect to [the Class
[A-2FL] Regular Interest or] any Class of Sequential Pay
Certificates [(other
than the Class [A-2FL] Certificates)], the initial aggregate
principal amount
thereof as of the Closing Date, in each case as specified in the
Preliminary
Statement hereto[; and with respect to the Class [A-2FL]
Certificates, $[__]].
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"Original Lower-Tier Principal Amount": With respect to any
Uncertificated Lower-Tier Interest, the principal amount thereof as
of the
Closing Date, in each case as specified in the Preliminary
Statement hereto.
"Original Net Mortgage Rate": With respect to any Loan, the Net
Mortgage Rate in effect for such Loan as of the Closing Date (or,
in the case of
any Loan substituted in replacement of another Loan pursuant to or
as
contemplated by the related Mortgage Loan Purchase Agreement[s], as
of the date
of substitution).
"Original Value": The Appraised Value of a Mortgaged Property
based
upon the Appraisal conducted in connection with the origination of
the related
Loan.
"Origination Required Insurance Amounts": As defined in Section
3.07(h).
"OTS": The Office of Thrift Supervision or any successor
thereto.
"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.
"PCAOB" means the Public Company Accounting Oversight Board.
"P&I Advance": As to any Loan (or any successor REO Loan
with
respect thereto), any advance made by the Master Servicer or the
Trustee, as
applicable, pursuant to Section 4.03 or Section 7.05.
"P&I Advance Determination Date": With respect to any
Distribution
Date, the second Business Day immediately prior thereto.
"Pass-Through Rate": With respect to each Class of Certificates
and
the Class [A-2FL] Regular Interest, the respective per annum rate
listed below:
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Class [A-1]:
Class [A-1] Pass-Through Rate
Class [A-2FX]:
Class [A-2FX] Pass-Through Rate
Class [A-2FL Regular
Class [A-2FL] Regular Interest
Interest]:
Pass-Through Rate
Class [A-2FL]:
Class [A-2FL] Pass-Through Rate
Class [A-1-A]:
Class [A-1-A] Pass-Through Rate
Class [A-X]:
Class [A-X] Pass-Through Rate
Class [A-SP]:
Class [A-SP] Pass-Through Rate
Class [B]:
Class [B] Pass-Through Rate
Class [C]:
Class [C]
Pass-Through Rate
Class [D]:
Class [D] Pass-Through Rate
Class [E]:
Class [E] Pass-Through Rate
Class [F]:
Class [F] Pass-Through Rate
Class [G]:
Class [G] Pass-Through Rate
Class [H]:
Class [H] Pass-Through Rate
Class [J]:
Class [J] Pass-Through Rate
Class [K]:
Class [K] Pass-Through Rate
Class [L]:
Class [L] Pass-Through Rate
Class [M]:
Class [M] Pass-Through Rate
Class [N]:
Class [N] Pass-Through Rate
"Penalty Charges": With respect to any Loan, Junior Loan or REO
Loan, any amounts actually collected thereon from the Borrower that
represent
late payment charges or Default Interest.
"Percentage Interest": As to any Certificate, the percentage
interest evidenced thereby in distributions required to be made
with respect to
the related Class. With respect to any Regular Certificate, the
percentage
interest equal to the denomination of such Certificate, as set
forth on the face
thereof, divided by the initial Class Principal Balance (or, in the
case of a
Class of Interest-Only Certificates, the Class Notional Amount) of
such Class of
Certificates as of the Closing Date. With respect to a Class V or
Class R
Certificate, the percentage interest as set forth on the face
thereof.
"Performance Certification": As defined in Section 11.08.
"Performing Party": As defined in Section 11.14.
"Permitted Investments": Any one or more of the following
obligations or securities, regardless whether issued by the
Depositor, the
Master Servicer, the Special Servicer, the Trustee or any of their
respective
Affiliates and having the required ratings, if any, provided for in
this
definition:
(i) direct obligations of, and obligations fully guaranteed as
to
timely
payment of principal and interest by, the United States of
America,
FNMA,
FHLMC or any agency or instrumentality of the United States of
America,
provided such obligations have a remaining term to maturity of
one year
or less from the date of acquisition and which are backed by
the
full faith
and credit of the United States of America; provided that any
obligation
of, or guarantee by, FNMA or FHLMC, other than an unsecured
senior
debt obligation of FNMA or FHLMC, shall be a Permitted
Investment
only if
such investment would not result in the downgrading, withdrawal
or
qualification of then-current rating assigned by each Rating Agency
to any
Certificate as confirmed in writing;
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(ii) time deposits, unsecured certificates of deposit or
bankers'
acceptances that mature in one year or less after the date of
issuance and
are issued
or held by any depository institution or trust company
incorporated or organized under the laws of the United States of
America
or any
State thereof and subject to supervision and examination by
federal
or state
banking authorities, so long as the commercial paper or other
short-term
debt obligations of such depository institution or trust
company
are rated in the highest short-term debt rating category of
each
Rating
Agency or such other ratings as will not result in the
downgrading,
withdrawal
or qualification of then-current rating assigned by each Rating
Agency to
any Certificate, as confirmed in writing by such Rating Agency;
(iii) repurchase agreements or obligations with respect to any
security
described in clause (i) above where such security has a
remaining
maturity
of one year or less and where such repurchase obligation has
been
entered
into with a depository institution or trust company (acting as
principal)
described in clause (ii) above;
(iv) debt obligations maturing in one year or less from the date
of
acquisition bearing interest or sold at a discount issued by
any
corporation incorporated under the laws of the United States of
America or
any state
thereof, which securities have (i) ratings in the highest
long-term
unsecured debt rating category of each Rating Agency or (ii)
such other
ratings (as confirmed by the applicable Rating Agency in
writing)
as will not result in a downgrade, qualification or withdrawal
of
then-current rating of the Certificates that are currently being
rated by
such
Rating Agency; provided, however, that securities issued by any
particular
corporation will not be Permitted Investments to the extent
that
investment therein will cause the then outstanding principal
amount
of
securities issued by such corporation and held in the accounts
established hereunder to exceed [10]% of the sum of the
aggregate
principal
balance and the aggregate principal amount of all Permitted
Investments in such accounts;
(v) commercial paper (including both non-interest-bearing
discount
obligations and interest-bearing obligations) payable on demand or
on a
specified
date maturing in one year or less after the date of issuance
thereof
and which is rated in the highest short-term unsecured debt
rating
category
of each Rating Agency;
(vi) units of investment funds that maintain a constant net
asset
value and
money market funds having the highest rating from each Rating
Agency for
money market funds; and
(vii) any other demand, money market or time deposit,
obligation,
security
or investment, with respect to which each Rating Agency shall
have
confirmed in writing that such investment will not result in a
downgrade,
qualification or withdrawal of then-current rating of the
Certificates that are currently being rated by such Rating
Agency;
provided
that such instrument or security qualifies as a "cashflow
investment" pursuant to Section 860G(a)(6) of the Code; interest on
any
variable rate
instrument shall be tied to a single interest rate index
plus a
single fixed spread (if any) and move proportionally with that
index and
must have a predetermined fixed dollar of principal due at
maturity
that cannot vary or change.
"Permitted Mezzanine Loan Holder": With respect to any
Mezzanine
Loan, the related Mortgage Loan Seller[s], any Institutional
Lender/Owner or any
other Mezzanine Loan Holder with respect to which each Rating
Agency has
confirmed in writing to the Special Servicer and the Trustee that
the holding of
such Mezzanine Loan by such Person would not cause a qualification,
downgrade or
withdrawal of any of such Rating Agency's then-current ratings on
the
Certificates.
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"Permitted Transferee": Any Transferee of a Class R Certificate
other than a Disqualified Organization, a Non-United States Tax
Person or a
foreign permanent establishment or fixed base (each within the
meaning of the
applicable income tax treaty) of a United States Tax Person;
provided, however,
that if a Transferee is classified as a partnership under the Code,
such
Transferee shall only be a Permitted Transferee if all of its
beneficial owners
are United States Tax Persons and the governing documents of the
Transferee
prohibit a transfer of any interest in the Transferee to any
Non-United States
Tax Person.
"Person": Any individual, corporation, partnership, limited
liability company, joint venture, association, joint-stock company,
trust,
unincorporated organization or government or any agency or
political subdivision
thereof.
"Plan": Any of those retirement plans and other employee
benefit
plans, including individual retirement accounts and annuities,
Keogh plans and
collective investment funds and separate accounts in which such
plans, accounts
or arrangements are invested, including insurance company general
accounts, that
are subject to ERISA or the Code.
"Prepayment Assumption": With respect to all Loans, the
assumption
that all payments required to be made on such Loans according to
their
contractual terms (including repayment in full on their respective
Maturity
Dates) are so made; provided that, in the case of ARD Loans, it is
further
assumed that such ARD Loans will be fully prepaid on their related
Anticipated
Repayment Dates.
"Prepayment Date": With respect to any Principal Prepayment,
the
date on which such Principal Prepayment is to be made.
"Prepayment Interest Excess": With respect to any Distribution
Date,
for each Loan that was subject to a Principal Prepayment in full or
in part, or
as to which Insurance and Condemnation Proceeds were received by
the Master
Servicer or the Special Servicer for application to such Loan, in
each case
after the Due Date in the month of such Distribution Date and on or
prior to the
related Determination Date, the amount of interest (net of related
Master
Servicing Fees and any related Primary Servicing Fees payable
therefrom [and net
of any Broker Strip Interest included therein]) accrued at the
Mortgage Rate for
such Loan on the amount of such Principal Prepayment or, insofar as
these
represent an early collection of principal, such Insurance and
Condemnation
Proceeds after the end of the Mortgage Interest Accrual Period
relating to such
Due Date and accruing in the manner set forth in the Loan Documents
relating to
such Loan, to the extent such interest is collected by or remitted
to the Master
Servicer or the Special Servicer.
"Prepayment Interest Shortfall": With respect to any
Distribution
Date, for each Loan that was subject to a Principal Prepayment in
full or in
part, or as to which Insurance and Condemnation Proceeds were
received by the
Master Servicer or the Special Servicer for application to such
Loan, in each
case after the Determination Date in the calendar month preceding
such
Distribution Date but prior to the Due Date in the related Due
Period, the
amount of interest (net of related Master Servicing Fees and any
related Primary
Servicing Fees payable therefrom and net of [any Broker Strip
Interest] included
therein) that would have accrued at the Mortgage Rate for such
Loan, on the
amount of such Principal Prepayment or, insofar as these represent
an early
collection of principal, such Insurance and Condemnation Proceeds
during the
period commencing on the date as of which such Principal Prepayment
or Insurance
and Condemnation Proceeds were applied to the unpaid principal
balance of the
subject Loan and ending on (and including) the day immediately
preceding such
Due Date.
"Primary Servicer": [__] or any other subservicer specifically
identified as a "Primary Servicer" hereunder or in a Sub-Servicing
Agreement
dated as of [__] between the Master Servicer and
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such subservicer, in its capacity as a primary servicer, or any
successors
thereto. Notwithstanding any other provision herein to the
contrary, [__] as the
initial Master Servicer shall be a "Primary Servicer" hereunder and
no
Sub-Servicing Agreement shall be required with respect to such
Primary Servicer.
"Primary Servicing Agreement": Each of the Sub-Servicing
Agreements
dated as of [__], by and between the Master Servicer and a Primary
Servicer.
"Primary Servicing Fee": With respect to each Loan (and any
successor REO Loan with respect to any of the foregoing), the fee
payable to the
related Primary Servicer under the Primary Servicing Agreement or
to the Master
Servicer pursuant to Section 3.11(a), based on the Primary
Servicing Fee Rate
and computed on the same basis and in the same manner as interest
is computed on
the related Loan. [For the avoidance of doubt, the parties
acknowledge that a
Primary Servicing Fee shall not accrue or be payable with respect
to any CBA B
Loan.]
"Primary Servicing Fee Rate": With respect to: each Loan (and
any
successor REO Loan with respect thereto), a rate per annum as set
forth in the
Mortgage Loan Schedule attached hereto as Exhibit B under the
column heading
"Administrative (Trustee Servicing) Fee," net of the Trustee Fee
Rate and the
Master Servicing Fee Rate [and the applicable Broker Strip Rate, if
any].
"Principal Distribution Adjustment Amount": As to any
Distribution
Date, the sum of (i) the amount of any Nonrecoverable Advance and
interest
thereon that was reimbursed to the Master Servicer or the Trustee
and that was
deemed to have been reimbursed out of principal collections that
would otherwise
constitute part of the Principal Distribution Amount and (ii)
any
Workout-Delayed Reimbursement Amount and interest thereon that was
reimbursed to
the Master Servicer or the Trustee and that was deemed to have been
reimbursed
out of principal collections that would otherwise constitute part
of the
Principal Distribution Amount, in each case, with interest on such
Advance,
during the period since the preceding Distribution Date.
"Principal Distribution Amount": As to any Distribution Date
(other
than the final Distribution Date), an amount equal to the total,
without
duplication, of the following: (i) all payments of principal,
including
voluntary Principal Prepayments and the principal portion of any
Cure Payments,
received by or on behalf of the Trust with respect to the Loans
(but not in
respect of any Junior Loan) during the related Due Period,
exclusive of any
portion of those payments that represents a late collection of
principal for
which an Advance was previously made for a prior Distribution Date
or that
represents the principal portion of a Monthly Payment due on or
before the Due
Date for the related Loan in [__] or on a Due Date for the related
Loan
subsequent to the end of the related Due Period, (ii) the principal
portion of
all Monthly Payments received by or on behalf of the Trust with
respect to the
Loans (but not in respect of any Junior Loan) prior to, but that
are due during,
the related Due Period, (iii) all other collections, including
Liquidation
Proceeds and Insurance and Condemnation Proceeds, that were
received by or on
behalf of the Trust Fund with respect to any of the Loans (but not
in respect of
any Junior Loan) or any related REO Properties during the related
Due Period and
that were identified and applied by the Master Servicer as
recoveries of
principal of the subject Loan (but not in respect of any Junior
Loan) or, in the
case of an REO Property, of the related REO Loan (but not an REO
Loan in respect
of a predecessor Junior Loan), in each case net of any portion of
the particular
collection that represents a late collection of principal for which
an Advance
of principal was previously made for a prior Distribution Date or
that
represents the principal portion of a Monthly Payment due on or
before the Due
Date for the related Loan in [__], and (iv) all Advances of
principal made with
respect to the Mortgage Pool for that Distribution Date; provided
that if any
Insurance and Condemnation Proceeds or Liquidation Proceeds were
received and/or
a Final Recovery Determination was made with respect to any Loan or
REO Property
during the related Due Period, then that portion, if any, of the
aggregate
amount described in clause (i) through (iv) above that is
specifically
attributable to such Loan or REO Property, shall be
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reduced to not less than zero by any Special Servicing Fees or
Liquidation Fees
payable in connection therewith. For the final Distribution Date,
an amount
equal to the total Stated Principal Balance of the Mortgage Pool
outstanding
immediately prior to that final Distribution Date.
Notwithstanding the foregoing, (i) the Principal Distribution
Amount
for any Distribution Date will be reduced by the Principal
Distribution
Adjustment Amount for such Distribution Date; and (ii) the
Principal
Distribution Amount will be increased by the amount of any recovery
occurring
during the related Due Period of an amount that was previously
advanced with
respect to a Loan, but only if and to the extent such Advance was
previously
reimbursed from principal collections that would otherwise have
constituted part
of the Principal Distribution Amount for a prior Distribution Date
in a manner
that resulted in a Principal Distribution Adjustment Amount for
such prior
Distribution Date.
[Any determination of the portion of the Principal Distribution
Amount that is attributable to Loan Group 1 or Loan Group 2 (as
contemplated by
Section 4.01) shall take account of Section 1.05.]
"Principal Prepayment": Any payment of principal made by the
Borrower on a Loan that is received in advance of its scheduled Due
Date and
which is not accompanied by an amount of interest representing
scheduled
interest due on any date or dates in any month or months subsequent
to the month
of prepayment, other than any amount paid in connection with the
release of the
related Mortgaged Property through defeasance.
"Privileged Person": Each holder of a Certificate, each of the
parties to this Agreement, each of the Rating Agencies, each of
the
Underwriters, each Junior Loan Holder, any Person identified to the
Trustee as a
Certificate Owner or prospective purchaser of a Certificate upon
receipt from
such Certificate Owner or prospective purchaser of an investor
certification
(which may be in electronic form), the form of which is attached
hereto as
Exhibit I, and any other Person designated by the Depositor. The
Trustee shall
(and the Master Servicer may) provide all Privileged Persons with
access to
certain restricted information on its Website (in the case of any
Certificate
Owner or prospective purchaser, upon receipt of such investor
certification)
through the use of a restricted mechanism on its Website.
"Prospectus": The Prospectus dated [__], as supplemented by the
Prospectus Supplement.
"Prospectus Supplement": The Prospectus Supplement dated [__],
relating to the offering of the Public Certificates.
"PTCE": A prohibited transaction class exemption, as issued by
the
United States Department of Labor.
"PTE": A prohibited transaction exemption, as issued by the
United
States Department of Labor.
"Purchase Price": With respect to any Loan to be purchased (a) by
or
on behalf of a Responsible Party pursuant to or as contemplated by
Section 7 of
the related Mortgage Loan Purchase Agreement[s], (b) by the
Directing
Certificateholder pursuant to Section 3.18(b), the Special Servicer
pursuant to
Section 3.18(c), or an assignee of either thereof, in any case,
pending a
determination of Fair Value, (c) with respect to any Loan
Combination, if the
related Intercreditor Agreement so provides for a purchase option,
by any Junior
Loan Holder or (d) by the holders of more than 50% of the
Percentage Interests
in the Controlling Class, the Special Servicer or the Master
Servicer pursuant
to Section 9.01, a price equal to the sum of the following:
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(i) the outstanding principal balance of such Loan as of the date
of
purchase
(and, if the Loan that is being purchased is part of a Loan
Combination and a related Junior Loan Holder has previously made a
Cure
Payment,
the outstanding principal balance as reduced by the principal
portion of
such Cure Payment);
(ii) all accrued and unpaid interest on such Loan at the
related
Mortgage
Rate in effect from time to time to but not including the Due
Date in
the Due Period of purchase (which includes unpaid Master
Servicing
Fees and
Primary Servicing Fees) and all related Special Servicing Fees;
(iii) all related unreimbursed Servicing Advances (and any
related
Servicing
Advances reimbursed by the Trust Fund out of general
collections
on the
Mortgage Pool) plus accrued and unpaid interest on related
Advances
at the
Reimbursement Rate;
(iv) if such Loan is being repurchased by or on behalf of a
Responsible Party pursuant to or as contemplated by Section 7 of
the
related
Mortgage Loan Purchase Agreement[s] following the expiration of
the
applicable cure period (as it may be extended), the amount of
the
Liquidation Fee payable to the Special Servicer;
(v) if such Loan is being purchased by a Junior Loan Holder
pursuant
to the
related Intercreditor Agreement following [90] days from the
related
Loan becoming a Specially Serviced Loan, the amount of the
Liquidation Fee payable to the Special Servicer; and
(vi) if such Loan is being purchased by or on behalf of a
Responsible Party pursuant to or as contemplated by Section 7 of
the
related
Mortgage Loan Purchase Agreement[s], all reasonable
out-of-pocket
expenses
reasonably incurred (whether paid or then owing) by the Master
Servicer,
the Special Servicer, the Depositor and the Trustee in respect
of the
Breach or Defect giving rise to the repurchase obligation,
including
any expenses arising out of the enforcement of the repurchase
obligation
and, without duplication of any amounts described above in this
definition, any realized losses and Trust Fund expenses incurred
prior to
such
purchase date with respect to such Loan and/or (if applicable)
its
related
Junior Loan.
With respect to any Defaulted Loan to be purchased by the
Directing
Certificateholder (or any assignee thereof) or the Special Servicer
pursuant to
Section 3.18(b) or 3.18(c) following determination of Fair Value,
the Purchase
Price will equal the Fair Value of such Defaulted Loan. With
respect to any REO
Property to be sold pursuant to Section 3.18(e), the amount
calculated in
accordance with the second preceding sentence of this definition in
respect of
the related REO Loan(s).
"Qualified Appraiser": In connection with the appraisal of any
Mortgaged Property or REO Property, an Independent MAI-designated
appraiser with
at least [five] years of experience in respect of the relevant
geographic
location and property type.
"Qualified Institutional Buyer" or "QIB": A "qualified
institutional
buyer" within the meaning of Rule 144A under the Securities
Act.
"Qualified Insurer": (i) With respect to any Loan, Junior Loan,
REO
Loan or REO Property, an insurance company or security or bonding
company
qualified to write the related Insurance Policy in the relevant
jurisdiction and
a minimum claims paying ability rating of at least "__" by [__] (if
then rated
by [__]) and "__" by [__], (ii) with respect to the fidelity bond
and errors and
omissions Insurance Policy required to be maintained pursuant to
Section
3.07(c), an insurance company that has a claims paying ability
rated no lower
than two ratings below the rating assigned to then highest
rated
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outstanding Certificate, but in no event lower than "__" by [__]
(if then rated
by [__]) and "__" by [__] or, in the case of clauses (i) and (ii),
such other
rating as each such Rating Agency shall have confirmed in writing
will not cause
such Rating Agency to downgrade, qualify or withdraw any
then-current rating
assigned to any of the Certificates that are then currently being
rated by such
Rating Agency.
"Qualified Substitute Mortgage Loan": A mortgage loan which must,
on
the date of substitution: (i) have an outstanding principal
balance, after
application of all scheduled payments of principal and interest due
during or
prior to the month of substitution, not in excess of the Stated
Principal
Balance of the deleted Loan as of the Due Date in the calendar
month during
which the substitution occurs; (ii) have a Mortgage Rate not less
than the
Mortgage Rate of the deleted Loan; (iii) have the same Due Date as
the deleted
Loan; (iv) accrue interest on the same basis as the deleted Loan
(for example,
on the basis of a 360-day year and the actual number of days
elapsed); (v) have
a remaining term to stated maturity not greater than, and not more
than two
years less than, the remaining term to stated maturity of the
deleted Loan; (vi)
have an original Loan-to-Value Ratio not higher than that of the
deleted Loan
and a current Loan-to-Value Ratio not higher than the then current
Loan-to-Value
Ratio of the deleted Loan; (vii) materially comply as of the date
of
substitution with all of the representations and warranties set
forth in the
applicable Mortgage Loan Purchase Agreement[s]; (viii) have an
Environmental
Assessment that indicates no material adverse environmental
conditions with
respect to the related Mortgaged Property and which will be
delivered as a part
of the related Mortgage File; (ix) have an original Debt Service
Coverage Ratio
of not less than the original Debt Service Coverage Ratio of the
deleted Loan
and a current Debt Service Coverage Ratio of not less than the
current Debt
Service Coverage Ratio of the deleted Loan; (x) be determined by an
Opinion of
Counsel (at the applicable Responsible Party's expense) to be a
"qualified
replacement mortgage" within the meaning of Section 860G(a)(4) of
the Code; (xi)
not have a maturity date after the date two years prior to the
Rated Final
Distribution Date; (xii) not be substituted for a deleted Loan
unless the
Trustee has received prior confirmation in writing by each Rating
Agency that
such substitution will not result in the withdrawal, downgrade, or
qualification
of the rating assigned by the Rating Agency to any Class of
Certificates then
rated by the Rating Agency (the cost, if any, of obtaining such
confirmation to
be paid by the applicable Responsible Party); (xiii) have been
approved by the
Directing Certificateholder in its sole discretion; (xiv) prohibit
defeasance
within two years after the Closing Date; and (xv) not be
substituted for a
deleted Loan if it would result in the termination of the REMIC
status of any
Trust REMIC established under this Agreement or the imposition of
tax on any
such Trust REMIC other than a tax on income expressly permitted or
contemplated
to be received by the terms of this Agreement, as determined by an
Opinion of
Counsel. In the event that one or more mortgage loans are
substituted for one or
more deleted Loans, then the amounts described in clause (i) shall
be determined
on the basis of aggregate principal balances and the rates
described in clause
(ii) above (provided that no Net Mortgage Rate shall be less than
the
Pass-Through Rate of any Class of Sequential Pay Certificates then
outstanding)
and the remaining term to stated maturity referred to in clause (v)
above shall
be determined on a weighted average basis. When a Qualified
Substitute Mortgage
Loan is substituted for a deleted Loan, the applicable Responsible
Party shall
certify that such mortgage loan meets all of the requirements of
the above
definition and shall send such certification to the Trustee.
"Rated Final Distribution Date": As to each Class of Sequential
Pay
Certificates, the Distribution Date occurring in [__].
"Rating Agency": Each of [S&P] [Fitch, Inc.] [Dominion Bond
Rating
Services] and [Moody's] or their successors in interest. If any of
such rating
agencies or any successor thereto ceases to remain in existence,
"Rating Agency"
shall be deemed to refer to any other NRSRO, or other comparable
Person,
designated by the Depositor to replace the rating agency that has
ceased to
exist. Notice of such designation shall be given to the Trustee and
the Master
Servicer, and the specific ratings of [__] and [__] herein
referenced shall be
deemed to refer to the equivalent ratings of the party so
designated.
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"Record Date": With respect to any Distribution Date other than
the
first Distribution Date, the last Business Day of the month
immediately
preceding the month in which such Distribution Date occurs, and,
with respect to
the first Distribution Date, the Closing Date.
"Reference Rate": With respect to any Distribution Date from
and
including the [__] Distribution Date to and including the [__]
Distribution
Date, the corresponding rate per annum set forth on Exhibit K
hereto.
"Registered Certificate": Any Certificate that has been subject
to
registration under the Securities Act. As of the Closing Date, the
Class [A-1],
Class [A-2FX], Class [A-2FL], Class [A-1-A], Class [B], Class [C],
and Class [D]
Certificates constitute Registered Certificates.
"Regular Certificate": Any Sequential Pay Certificate or
Interest-Only Certificate.
"Regulation AB" means Subpart 229.1100 - Asset Backed
Securities
(Regulation AB), 17 C.F.R. ss.ss.229.1100-229.1123, as such may be
amended from
time to time, and subject to such clarification and interpretation
as have been
provided by the Commission in the adopting release (Asset-Backed
Securities,
Securities Act Release No. 33-8518, 70 Red. Reg. 1,506, 1,531 (Jan.
7, 2005)) or
by the staff of the Commission, or as may be provided by the
Commission or its
staff from time to time.
"Regulation S": Regulation S under the Securities Act.
"Regulation S Global Certificate": With respect to any Class of
Book-Entry Non-Registered Certificates offered and sold outside of
the United
States in reliance on Regulation S, a single global Certificate, or
multiple
global Certificates collectively, in definitive, fully registered
form without
interest coupon, each of which Certificates bears a Regulation S
Legend.
"Regulation S Legend": With respect to any Class of Book-Entry
Non-Registered Certificates offered and sold outside the United
States in
reliance on Regulation S, a legend generally to the effect that
such
Certificates may not be offered, sold, pledged or otherwise
transferred in the
United States or to a United States Securities Person prior to the
Release Date
except pursuant to an exemption from the registration requirements
of the
Securities Act.
"Reimbursement Rate": The rate per annum applicable to the
accrual
of interest on Servicing Advances in accordance with Section
3.03(d) and P&I
Advances in accordance with Section 4.03(d), which rate per annum
shall equal
the "Prime Rate" published in the "Money Rates" Section of The Wall
Street
Journal (or, if such Section or publication is no longer available,
such other
comparable publication as is determined by the Trustee in its sole
discretion)
as may be in effect from time to time, or, if the "Prime Rate" no
longer exists,
such other comparable rate (as determined by the Trustee in its
reasonable
discretion) as may be in effect from time to time.
"Release Date": With respect to any Class of Non-Registered
Certificates, (other than the Class R and Class V Certificates) the
date that is
40 days following the later of (i) the commencement of the offering
of such
Non-Registered Certificates to Persons other than distributors in
reliance upon
Regulation S under the Securities Act and (ii) the date of closing
of such
offering.
"Remaining Principal Distribution Amount": As to any
Distribution
Date and any Class of Sequential Pay Certificates (exclusive of the
Class A
Sequential Pay Certificates), the amount, if any, by which the
Principal
Distribution Amount for such Distribution Date exceeds the
aggregate amount
distributed in respect of principal on such Distribution Date to
all Classes of
Sequential Pay Certificates (including the Class A Sequential Pay
Certificates)
senior to the subject Class.
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"REMIC": A "real estate mortgage investment conduit" as defined
in
Section 860D of the Code (or any successor thereto).
"REMIC Provisions": Provisions of the federal income tax law
relating to real estate mortgage investment conduits, which appear
at Sections
860A through 860G of Subchapter M of Chapter 1 of Subtitle A of the
Code, and
related provisions, and temporary and final regulations and, to the
extent not
inconsistent with such temporary and final regulations, proposed
regulations,
and published rulings, notices and announcements promulgated
thereunder, as the
foregoing may be in effect from time to time.
"Rents from Real Property": With respect to any REO Property,
gross
income of the character described in Section 856(d) of the
Code.
"REO Account": A segregated custodial 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 any related Junior
Loan
Holder(s), which shall be entitled "[name of Special Servicer], as
Special
Servicer, in trust for [name of Trustee], as Trustee, for Holders
of Credit
Suisse First Boston Mortgage Securities Corp. Commercial Mortgage
Pass-Through
Certificates, Series 200_-__, and any related Junior Loan
Holder(s), as their
interests may appear, REO Account." Any such account or accounts
shall be an
Eligible Account.
"REO Acquisition": With respect to any Loan, the acquisition by
the
Trust Fund of REO Property related to such Loan.
"REO Acquisition Date": The date of the Trust Fund's acquisition
for
federal income tax purposes of any REO Property pursuant to Section
3.09.
"REO Disposition": The sale or other disposition of the REO
Property
pursuant to Section 3.18(e).
"REO Extension": As defined in Section 3.16(a).
"REO Loan": Any Loan or Junior Loan deemed to be outstanding
with
respect to each REO Property. Each REO Loan shall be deemed to be
outstanding
for so long as the related REO Property remains part of the Trust
Fund, and
shall be deemed to provide for Assumed Scheduled Payments on each
Due Date
therefor and otherwise have the same terms and conditions as its
predecessor
Loan or Junior Loan, as the case may be, including, without
limitation, with
respect to the calculation of the Mortgage Rate in effect from time
to time
(such terms and conditions to be applied without regard to the
default on such
predecessor Loan or Junior Loan, as the case may be). Each REO Loan
shall be
deemed to have an initial outstanding principal balance and, if
applicable,
Stated Principal Balance equal to the outstanding principal balance
and, if
applicable, Stated Principal Balance, respectively, of its
predecessor Loan or
Junior Loan, as applicable, as of the related REO Acquisition Date.
All amounts
due and owing in respect of the predecessor Loan or Junior Loan, as
applicable,
as of the related REO Acquisition Date, including, without
limitation, accrued
and unpaid interest, shall continue to be due and owing in respect
of an REO
Loan. All amounts payable or reimbursable to the Master Servicer,
any Special
Servicer or the Trustee, as applicable, in respect of the
predecessor Loan or
Junior Loan as of the related REO Acquisition Date, including,
without
limitation, any unpaid Special Servicing Fees and Master Servicing
Fees and any
unreimbursed Advances, together with any interest accrued and
payable to the
Master Servicer or the Trustee in respect of such Advances in
accordance with
Section 3.03(d) or Section 4.03(d), shall continue to be payable or
reimbursable
to the relevant party hereunder in respect of an REO Loan. In
addition,
Workout-Delayed Reimbursement Amounts and Nonrecoverable Advances
with respect
to an REO Loan (including interest accrued thereon), in each case,
that were
paid from
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general collections on the Mortgage Pool and resulted in principal
distributed
to the Certificateholders being reduced shall be deemed outstanding
until
recovered. Collections in respect of each REO Loan (exclusive of
amounts to be
applied to the payment of, or to be reimbursed to the Master
Servicer or the
Special Servicer for the payment of, the costs of operating,
managing and
maintaining the related REO Property) shall be treated: first, as a
recovery of
accrued and unpaid Advances, Nonrecoverable Advances and
Workout-Delayed
Reimbursement Amounts with respect to such REO Loan (in the case
of
Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts,
that were
paid from general collections of principal on the Mortgage Pool and
resulted in
principal distributed to the Certificateholders being reduced),
Primary
Servicing Fees and Master Servicing Fees and related interest due
the Master
Servicer or the Trustee; second, as a recovery of any remaining
accrued and
unpaid interest on such REO Loan at the related Net Mortgage Rate
to but not
including the Due Date in the Due Period of receipt; third, as a
recovery of
principal of such REO Loan to the extent of its entire unpaid
principal balance;
and fourth, in accordance with the Servicing Standard of the Master
Servicer, as
a recovery of any other amounts due and owing in respect of such
REO Loan,
including, without limitation, prepayment consideration and Penalty
Charges.
"REO Property": A Mortgaged Property acquired on behalf and in
the
name of the Trustee or its nominee for the benefit of the
Certificateholders
(or, in the case of a Mortgaged Property securing a Serviced Loan
Combination,
for the benefit of the Certificateholders and the related Junior
Loan Holder(s),
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 a Loan or a Loan
Combination.
"REO Revenues": All income, rents and profits derived from the
ownership, operation or leasing of any REO Property.
"Reporting Servicer" means the Master Servicer, the Special
Servicer, the Trustee or a Servicing Function Participant, as the
case may be.
"Request for Release": A release signed by a Servicing Officer
of
the Master Servicer or the Special Servicer as applicable, in the
form of
Exhibit D attached hereto.
"Requesting Subordinate Certificateholder": The Holder of any of
the
Class [K], Class [L], Class [M], Class [N], or Class [O], that
delivers notice
to the Trustee, the Master Servicer and the Special Servicer
indicating that
such Holder is a "Requesting Subordinate Certificateholder."
"Responsible Officer": When used with respect to the initial
Trustee, any Vice President, Assistant Vice President or trust
officer of the
Trustee having direct responsibility for the administration of this
Agreement,
and with respect to any successor Trustee, any officer or assistant
officer in
the corporate trust department of the Trustee or any other officer
of the
Trustee customarily performing functions similar to those performed
by any of
the above designated officers to whom a particular matter is
referred by the
Trustee because of such officer's knowledge of and familiarity with
the
particular subject.
"Responsible Party": As to the specified Loans, the indicated
party:
(a) in the case of the CSFB Loans, the CSFB Mortgage Loan Seller;
and (b) in the
case of the [______] Loans, the [______] Mortgage Loan Seller.
"Restricted Master Servicer Reports": Collectively, to the
extent
not filed with the Commission, the CMSA Comparative Financial
Status Report, the
CMSA Servicer Watch List, the
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CMSA Operating Statement Analysis Report, the CMSA Financial File,
the Asset
Status Report and CMSA NOI Adjustment Worksheet.
"Revised Rate": With respect to the ARD Loans, the increased
interest rate after the Anticipated Repayment Date (in the absence
of a default)
for each applicable ARD Loan, as calculated and as set forth in the
related ARD
Loan.
"Rule 144A Global Certificate": With respect to any Class of
Book-Entry Non-Registered Certificates, a single global
Certificate, or multiple
global Certificates collectively, registered in the name of the
Depository or
its nominee, in definitive, fully registered form without interest
coupons, each
of which Certificates bears a Qualified Institutional Buyer CUSIP
number and
does not bear a Regulation S Legend.
"Sarbanes-Oxley Certification": As defined in Section 11.08.
"Securities Act": The Securities Act of 1933, as amended.
"Security Agreement": With respect to any Loan or Junior Loan,
any
security agreement or equivalent instrument, whether contained in
the related
Mortgage or executed separately, creating in favor of the holder of
such
Mortgage a security interest in the personal property constituting
security for
repayment of such Loan or Junior Loan, as the case may be.
"Security Position Listing": A listing prepared by the Depository
of
the holdings of Depository Participants with respect to the
Certificates.
"Senior Principal Distribution Cross-Over Date": The first
Distribution Date as of which the aggregate of the Class Principal
Balances of
the Class [A-1], Class [A-2FX], and Class [A-1-A] Certificates [and
the Class
[A-2FL] Regular Interest] outstanding immediately prior thereto
equals or
exceeds the sum of (a) the aggregate Stated Principal Balance of
the Mortgage
Pool that will be outstanding immediately following such
Distribution Date, plus
(b) the lesser of (i) the Principal Distribution Amount for such
Distribution
Date and (ii) the portion of the Available Distribution Amount for
such
Distribution Date that will remain after all distributions of
interest to be
made on the Class [A-X], Class [A-SP], Class [A-1], Class [A-2FX],
and Class
[A-1-A] Certificates [and the Class [A-2FL] Regular Interest] on
such
Distribution Date pursuant to Section 4.01(a) have been so
made.
"Sequential Pay Certificates": Any of the Class [A-1], Class
[A-2FX], Class [A-2FL], Class [A-1-A], Class [B], Class [C], Class
[D], Class
[E], Class [F], Class [G], Class [H], Class [J], Class [K], Class
[L], Class [M]
or Class [N] Certificates.
"Serviced Loan Combinations": With respect to each [CBA A/B
Loan
Pair, upon a "Material Default" under the related CBA A/B
Intercreditor
Agreement, such CBA A/B Loan Pair, collectively.]
"Servicing Account": The account or accounts created and
maintained
pursuant to Section 3.03.
"Servicing Advances": All customary, reasonable and necessary
"out-of-pocket" costs and expenses, including attorneys' fees and
expenses and
fees of real estate brokers, paid or to be paid, as the context
requires, out of
its own funds, by the Master Servicer or the Special Servicer (or,
if
applicable, the Trustee) in connection with the servicing of a Loan
and/or (if
applicable) the related Junior Loan(s), after a default,
delinquency or other
unanticipated event has occurred or is reasonably foreseeable, or
in
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connection with the administration of any REO Property, including
(1) any such
costs and expenses associated with (a) compliance with the
obligations of the
Master Servicer and/or Special Servicer set forth in Sections 2.03,
3.03(c) and
3.09, (b) the preservation, insurance, restoration, protection and
management of
a Mortgaged Property, including the cost of any "force placed"
insurance policy
purchased by the Master Servicer or the Special Servicer to the
extent such cost
is allocable to a particular Mortgaged Property that the Master
Servicer or the
Special Servicer is required to cause to be insured pursuant to
Section 3.07,
(c) obtaining any Insurance and Condemnation Proceeds or
Liquidation Proceeds in
respect of any such Loan, Junior Loan or any REO Property, (d) any
enforcement
or judicial proceedings with respect to any such Loan and/or (if
applicable) the
related Junior Loan(s), including foreclosures and similar
proceedings, (e) the
operation, leasing, management, maintenance and liquidation of any
REO Property,
(f) obtaining any Appraisal required to be obtained hereunder, and
(g) UCC
filings (to the extent that the costs thereof are not reimbursed by
the related
Borrower), (2) the reasonable and direct out-of-pocket travel
expenses incurred
by the Special Servicer in connection with performing inspections
pursuant to
Section 3.19, and (3) any other expenditure which is expressly
designated as a
Servicing Advance herein.
"Servicing Criteria" means the criteria set forth in paragraph
(d)
of Item 1122 of Regulation AB as such may be amended from time to
time.
"Servicing File": Any documents, certificates, opinions and
reports
(other than documents required to be part of the related Mortgage
File)
delivered by the related Borrower in connection with or relating to
the
origination and servicing of any Loan or Junior Loan or which are
reasonably
required for the ongoing administration of such Loan or Junior
Loan, as the case
may be, including appraisals, surveys, engineering reports,
environmental
reports, financial statements, leases, rent rolls and tenant
estoppels, but
excluding any other documents and writings that have been prepared
by the
related Mortgage Loan Seller[s] or any of its Affiliates solely for
internal
credit analysis or other internal uses or any attorney-client or
internal
communication, together with copies of documents required to be
part of the
related Mortgage File.
"Servicing Function Participant" means any Person, other than
the
Master Servicer and the Special Servicer, that is performing
activities that
address the Servicing Criteria, unless such Person's activities
relate only to
5% or less of the Loans.
"Servicing Officer": Any officer and/or employee of the Master
Servicer or the Special Servicer involved in, or responsible for,
the
administration and servicing of Loans, whose name and specimen
signature appear
on a list of servicing officers furnished by the Master Servicer or
the Special
Servicer, as the case may be, to the Trustee and the Depositor on
the Closing
Date as such list may be amended from time to time thereafter.
"Servicing Standard": As defined in Section 3.01(a).
"Servicing Transfer Event": With respect to any Loan or Junior
Loan,
as applicable, the occurrence of any of the following events:
(i) a payment default shall have occurred on such Loan or
Junior
Loan, as
the case may be, at its Maturity Date (except, if (a) the
Borrower
is making its Assumed Scheduled Payment, (b) the Borrower
notifies
the Master Servicer of its intent to refinance such Loan or
Junior
Loan, as the case may be, and is diligently pursuing such
refinancing, (c) the Borrower delivers a firm commitment to
refinance
acceptable
to the Special Servicer and the Directing Certificateholder
within
[60] days after the Maturity Date, and (d) such refinancing
occurs
within
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[90] days
of such default, which [90]-day period may be extended to
[150] days
at the Special Servicer's and Directing Certificateholder's
discretion); or
(ii) any Monthly Payment (other than a Balloon Payment) is [60]
days
or more
delinquent; or
(iii) the Master Servicer or, with the approval of the
Directing
Certificateholder, the Special Servicer determines that a payment
default
or a
material non-monetary default has occurred or is imminent and is
not
likely to
be cured within [60] days; provided, however, that a Servicing
Transfer
Event shall not exist pursuant to this clause (iii) in
connection
with a
Balloon Payment on any Loan or any Loan Combination if the
Master
Servicer
determines that the Master Servicer's granting (to the extent
it
is
permitted under the final paragraph of Section 3.20(e)) of an
extension
of the
applicable Maturity Date is in accordance with the Servicing
Standard
and the Master Servicer obtains the consent of the Directing
Certificateholder to such determination in accordance with Section
3.20(e)
and at
such time no other Servicing Transfer Event exists; or
(iv) a decree or order of a court or agency or supervisory
authority
having
jurisdiction in the premises in an involuntary case under any
present or
future federal or state bankruptcy, insolvency or similar law
or the
appointment of a conservator or receiver or liquidator in any
insolvency, readjustment of debt, marshaling of assets and
liabilities or
similar
proceedings, or for the winding-up or liquidation of its
affairs
is entered
against the related Borrower; provided that if such decree or
order is
discharged or stayed within [60] days of being entered, such
Loan
or Junior
Loan, as the case may be, shall not be a Specially Serviced
Loan
(and no
Special Servicing Fees, Workout Fees or Liquidation Fees will
be
payable
with respect thereto); or
(v) the related Borrower shall file for or consent to the
appointment of a conservator or receiver or liquidator in any
insolvency,
readjustment of debt, marshaling of assets and liabilities or
similar
proceedings of or relating to such Borrower or of or relating to
all or
substantially all of its property; or
(vi) the related Borrower shall admit in writing its inability
to
pay its
debts generally as they become due, file a petition to take
advantage
of any applicable insolvency or reorganization statute, make an
assignment
for the benefit of its creditors, or voluntarily suspend
payment of
its obligations; or
(vii) the Master Servicer has received notice of the foreclosure
or
proposed
foreclosure of any lien on the related Mortgaged Property; or
(viii) with respect to any Loan that is a part of any Loan
Combination where a related Junior Loan Holder has exercised its
right to
cure
consecutive monetary defaults up to the amount of consecutive
monetary
defaults permitted pursuant to the related Intercreditor
Agreement,
the occurrence of a monetary default in the following month; or
(ix) any other default has occurred which, in the reasonable
judgment
of the Master Servicer, or in the reasonable judgment of the
Special
Servicer (with the approval of the Directing
Certificateholder),
has
materially and adversely affected the value of such Loan or
Junior
Loan, as
the case may be, or otherwise materially and adversely affects
the
interests of the Certificateholders and, in either such case,
has
continued
unremedied for [60] days (irrespective of any applicable grace
period
specified in the related Loan Documents), provided that the
failure
of the
related Borrower to obtain all-risk casualty insurance that
does
not
contain any carve-out for terrorist or similar act (other than
such
amounts as
are specifically required by the related
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Loan
Agreement) shall not apply with respect to this clause if the
Special
Servicer
has determined in accordance with the Servicing Standard that
either (a)
such insurance is not available at commercially reasonable
rates and
that such hazards are not at the time commonly insured against
for
properties similar to the Mortgaged Property and located in or
around
the region
in which such Mortgaged Property is located or (b) such
insurance
is not available at any rate.
Notwithstanding the foregoing, if a default occurs under any
Loan
Combination, which the related Junior Loan Holder has the option to
cure
pursuant to the related Intercreditor Agreement, then a Servicing
Transfer Event
will not be deemed to have occurred with respect to such Loan
Combination and
such Loan Combination will not be considered a Specially Serviced
Loan unless
and until the related Junior Loan Holder does not exercise its
option to cure
prior to the expiration of the applicable cure period as described
in such
related Intercreditor Agreement.
"Significant Loan": At any time, (a) any Loan (i) whose
principal
balance is $[20,000,000] or more at such time or (ii) that is (x) a
Loan, (y)
part of a group of Crossed Loans or (z) part of a group of Loans
made to
affiliated Borrowers that, in each case, in the aggregate,
represents [5]% or
more of the aggregate outstanding principal balance of the Mortgage
Pool at such
time or (b) any one of the ten largest Loans (which for the
purposes of this
definition shall include groups of Crossed Loans and groups of
Loans made to
affiliated Borrowers), by outstanding principal balance at such
time.
"Single-Purpose Entity" or "SPE": A person, other than an
individual, whose organizational documents provide (with such
exceptions as may
be approved by the Master Servicer or the Special Servicer in their
respective
discretion, in each case in accordance with the Servicing Standard)
that it is
formed solely for the purpose of owning and pledging Defeasance
Collateral
relating to one or more Defeasance Loans; shall not engage in any
business
unrelated to such Defeasance Collateral; shall not have any assets
other than
those related to its interest in the Defeasance Collateral and may
not incur any
indebtedness other than as required to assume the defeased
obligations under the
related Note or Notes that have been defeased; shall maintain its
own books,
records and accounts, in each case which are separate and apart
from the books,
records and accounts of any other Person; shall hold regular
meetings, as
appropriate, to conduct its business, and shall observe all entity
level
formalities and recordkeeping; shall conduct business in its own
name and use
separate stationery, invoices and checks; may not guarantee or
assume the debts
or obligations of any other Person; shall not commingle its assets
or funds with
those of any other Person; shall pay its obligations and expenses
and the
salaries of its own employees from its own funds and allocate and
charge
reasonably and fairly any common employees or overhead shared with
Affiliates;
shall prepare separate tax returns and financial statements or, if
part of a
consolidated group, shall be shown as a separate member of such
group; shall
transact business with Affiliates on an arm's-length basis pursuant
to written
agreements; shall hold itself out as being a legal entity, separate
and apart
from any other Person; if such entity is a limited partnership,
shall have as
its only general partners, general partners which are
Single-Purpose Entities
which are corporations; if such entity is a corporation, at all
relevant times,
has and will have at least one Independent Director; the board of
directors of
such entity shall not take any action requiring the unanimous
affirmative vote
of 100% of the members of the board of directors unless all of the
directors,
including without limitation all Independent Directors, shall have
participated
in such vote; shall not fail to correct any known misunderstanding
regarding the
separate identity of such entity; if such entity is a limited
liability company,
shall have at least one member that is a Single-Purpose Entity
which is a
corporation, and such corporation shall be the managing member of
such limited
liability company; shall hold its assets in its own name; except
for the pledge
of such Defeasance Collateral, shall not pledge its assets for the
benefit of
any other person or entity; shall not make loans or advances to any
person or
entity; shall not identify its partners, members or shareholders,
or any
affiliates of any of them as a division or part of it; if such
entity is a
limited liability company, such entity shall dissolve only upon the
bankruptcy
of the managing member, and such entity's articles of organization,
certificate
of formation and/or operating agreement, as
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applicable, shall contain such provision; if such entity is a
limited liability
company or limited partnership, and such entity has one or more
managing members
or general partners, as applicable, then such entity shall continue
(and not
dissolve) for so long as a solvent managing member or general
partner, as
applicable, exists and such entity's organizational documents shall
contain such
provision. The SPE's organizational documents shall further
prohibit any
dissolution and winding up and provide that any insolvency filing
for such
entity requires the unanimous consent of all partners, directors
(including
without limitation all Independent Directors) or members, as
applicable, and
that such documents may not without Rating Agency confirmation of
Certificate
ratings, in respect of any Significant Loan, be amended with
respect to the
Single-Purpose Entity requirements so long as any Certificates are
outstanding.
"Sole Certificateholder": Any Holder (or Holders provided they
act
in unanimity) holding 100% of then outstanding Class [A-X], Class
[A-SP], Class
[K], Class [L], Class [M] and Class [N] Certificates or an
assignment of the
voting rights thereof; provided, however, that the Class Principal
Balances of
the Class [A-1], Class [A-2FX], Class [A-2FL], Class [A-1-A], Class
[B], Class
[C], Class [D], Class [E], Class [F], Class [G], Class [H] and
Class [J]
Certificates have been reduced to zero.
["S&P": Standard & Poor's Ratings Services, a division of
The
McGraw-Hill Companies, Inc., and its successors in interest. If
neither such
rating agency nor any successor remains in existence, "S&P"
shall be deemed to
refer to such other nationally recognized statistical rating agency
or other
comparable Person designated by the Depositor, notice of which
designation shall
be given to the other parties hereto, and specific ratings of
Standard & Poor's
Ratings Services, a division of The McGraw-Hill Companies, Inc.
herein
referenced shall be deemed to refer to the equivalent ratings of
the party so
designated; provided, however, that if such designated party has
not then
assigned a rating to a depository institution, insurer or any other
Person or
item, then any failure to satisfy a requirement under this
Agreement to meet or
maintain such equivalent rating shall not be deemed an Event of
Default or
breach of the Servicing Standard solely as a result of such
failure. References
herein to "applicable rating category" (other than such references
to "highest
applicable rating category") shall, in the case of S&P, be
deemed to refer to
such applicable rating category of S&P, without regard to any
plus or minus or
other comparable rating qualification.]
"Special Servicer": [__] and its successors in interest and
assigns,
or any successor special servicer appointed as herein provided.
"Special Servicing Fee": With respect to each Specially
Serviced
Loan and REO Loan, the fee payable to the Special Servicer pursuant
to the first
paragraph of Section 3.11(b), computed on the basis of the Stated
Principal
Balance of the related Loan and for the same period for which any
related
interest payment on the related Specially Serviced Loan is
computed, as more
particularly described in Section 3.11(b).
"Special Servicing Fee Rate": With respect to each Specially
Serviced Loan and each REO Loan, [__]% per annum[, subject to a
minimum fee of
$[__] per loan, per month].
"Specially Serviced Loan": As defined in Section 3.01(a).
"Startup Day": The Closing Date.
"State Tax Laws": The state and local tax laws of any state,
the
applicability of which to the Trust Fund or the Trust REMICs shall
have been
confirmed to the Trustee in writing either by the delivery to the
Trustee of an
Opinion of Counsel to such effect (which Opinion of Counsel shall
not be at
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the expense of the Trustee), or by the delivery to the Trustee of a
written
notification to such effect by the taxing authority of such
state.
"Stated Principal Balance": With respect to any Loan or Junior
Loan
(other than an REO Loan), as of any date of determination, an
amount equal to
(x) the Cut-off Date Principal Balance of such Loan or such Junior
Loan, as the
case may be, or with respect to a Qualified Substitute Mortgage
Loan being
substituted for another Loan pursuant to or as contemplated by
Section 2.03(b)
hereof, the outstanding principal balance of such Qualified
Substitute Mortgage
Loan after application of all scheduled payments of principal and
interest due
during or prior to the month of substitution, whether or not
received, minus (y)
the sum of:
(i) the principal portion of each Monthly Payment due on such
Loan
or Junior
Loan, as the case may be, after the Cut-off Date (or, with
respect to
a Qualified Substitute Mortgage Loan substituted for another
Loan
pursuant to or as contemplated by Section 2.03(b) hereof, the
applicable
Due Date during the month of substitution), to the extent
received
from the Borrower or advanced by the Master Servicer or
Trustee,
as
applicable, and distributed to Certificateholders, or the
related
Junior
Loan Holder, as may be applicable, on or before such date of
determination;
(ii) all Principal Prepayments received with respect to such Loan
or
Junior
Loan, as the case may be, after the Cut-off Date (or, with
respect
to a
Qualified Substitute Mortgage Loan substituted for another Loan
pursuant
to or as contemplated by Section 2.03(b) hereof, the applicable
Due Date
during the month of substitution), to the extent distributed to
Certificateholders, or the related Junior Loan Holder, as may
be
applicable, on or before such date of determination;
(iii) the principal portion of all Insurance and Condemnation
Proceeds
and Liquidation Proceeds received with respect to such Loan or
Junior
Loan, as the case may be, after the Cut-off Date (or, with
respect
to a
Qualified Substitute Mortgage Loan substituted for another Loan
pursuant
to or as contemplated by Section 2.03(b) hereof, the applicable
Due Date
during the month of substitution), to the extent distributed to
Certificateholders, or the related Junior Loan Holder, as may
be
applicable, on or before such date of determination;
(iv) any reduction in the outstanding principal balance of such
Loan
or Junior
Loan, as the case may be, resulting from a Deficient Valuation
that
occurred prior to the end of the Due Period for the most recent
Distribution Date; and
(v) any reduction in the outstanding principal balance of such
Loan
or Junior
Loan, as the case may be, due to a modification by the Special
Servicer
pursuant to this Agreement, which reduction occurred prior to
the
end of the
Due Period for the most recent Distribution Date.
With respect to any REO Loan, as of any date of determination,
an
amount equal to (x) the Stated Principal Balance of the predecessor
Loan or
Junior Loan, as applicable, as of the related REO Acquisition Date,
minus (y)
the sum of:
(i) if such REO
Loan relates to a predecessor Loan, the principal
portion of
any P&I Advance made with respect to such REO Loan on or
after
the
related REO Acquisition Date, to the extent distributed to
Certificateholders on or before such date of determination; and
(ii) the principal portion of all Insurance and Condemnation
Proceeds,
Liquidation Proceeds and REO Revenues received with respect to
such REO
Loan, to the extent distributed to
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Certificateholders or the related Junior Loan Holder, as
applicable, on or
before
such date of determination.
Each Loan (and any successor REO Loan with respect thereto) shall
be
deemed to be part of the Trust Fund and to have an outstanding
Stated Principal
Balance until the Distribution Date on which the payments or other
proceeds, if
any, received in connection with a Liquidation Event in respect
thereof (or any
related REO Property) are to be distributed to Certificateholders;
and,
following such Distribution Date, such Stated Principal Balance
shall be zero.
The Stated Principal Balance of any Loan (or any successor REO
Loan
with respect thereto) as to which there has been a Final Recovery
Determination
shall be, following the application of all amounts received in
connection with
such Loan (or any related REO Property) in accordance with the
terms hereof,
zero.
Notwithstanding anything to the contrary contained in this
definition, any payment or other collection of principal on or with
respect to
any Loan (or any successor REO Loan with respect thereto) that
constitutes part
of the Principal Distribution Amount for any Distribution Date,
without regard
to the proviso to the first sentence of the definition of
"Principal
Distribution Amount" and, further, without regard to any Principal
Distribution
Adjustment Amount for such Distribution Date, shall be deemed to be
distributed
to Certificateholders on such Distribution Date for purposes of
this definition.
"Statement to Certificateholders": As defined in Section
4.02(a).
"Sub-Servicer": Any Person with which the Master Servicer or
the
Special Servicer has entered into a Sub-Servicing Agreement,
including any
Primary Servicer.
"Sub-Servicing Agreement": The subservicing agreements between
the
Master Servicer or the Special Servicer, as the case may be, and
any
Sub-Servicer relating to servicing and administration of Loans by
such
Sub-Servicer as provided in Section 3.22, including any Primary
Servicing
Agreement.
"Substitution Shortfall Amount": With respect to a substitution
pursuant to or as contemplated by Section 2.03(b) hereof, an amount
equal to the
excess, if any, of the Purchase Price of the Loan being replaced
calculated as
of the date of substitution over the initial Stated Principal
Balance of the
related Qualified Substitute Mortgage Loan. In the event that one
or more
Qualified Substitute Mortgage Loans are substituted (at the same
time) for one
or more deleted Loans, the Substitution Shortfall Amount shall be
determined as
provided in the preceding sentence on the basis of the aggregate
Purchase Prices
of the Loan or Loans being replaced and the aggregate initial
Stated Principal
Balances of the related Qualified Substitute Mortgage Loan or
Loans.
"Successor Manager": As defined in Section 3.19(b).
["Swap Agreement": The 1992 ISDA (Multi-Currency Cross-Border)
Master Agreement together with the related schedule, confirmation
and any
annexes thereto, dated as of [__________], by and among the Swap
Counterparty
and the Trustee, solely in its capacity as Trustee, on behalf of
the Trust, or
any replacement interest rate swap agreement entered into by the
Trustee in
accordance with the terms of Section 3.32.]
["Swap Business Day": A day on which commercial banks and
foreign
exchange markets are generally open to settle payments in the state
of New
York.]
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["Swap Counterparty": [______________________________] and its
successors in interest or any swap counterparty under a replacement
Swap
Agreement.]
["Swap Counterparty Ratings Threshold" shall mean (A) the
unsecured,
unguaranteed and otherwise unsupported long-term senior debt
obligations of the
Swap Counterparty are rated at least "___" by [__] and (B) the
unsecured,
unguaranteed and otherwise unsupported long-term senior debt
obligations of the
Swap Counterparty are rated at least "__" by [__] (and such rating
is not on
watch for possible downgrade) and the unsecured, unguaranteed and
otherwise
unsupported short-term debt obligations of the Swap Counterparty
are rated at
least "__" by [__] (and such rating is not on watch for possible
downgrade).]
["Swap Default": Any failure on the part of the Swap Counterparty
to
(i) make a required payment under the Swap Agreement as and when
due thereunder,
(ii) either post acceptable collateral or find an acceptable
replacement Swap
Counterparty after a Collateralization Event (as defined in the
Swap Agreement)
has occurred as required by Part 5, paragraph (b)(1) of the
Schedule to the
Master Agreement in the related Swap Agreement or (iii) find an
acceptable
replacement Swap Counterparty after a Rating Agency Trigger Event
has occurred
as required by Part 5, paragraph (b)(2) of the Schedule to the
Master Agreement
in the related Swap Agreement.]
["Swap Upfront Payment": Any payment made by the Swap
Counterparty
to the Trustee (on behalf of the Depositor) on the Closing Date,
representing
amounts due from the Swap Counterparty to the Depositor.]
["Swap Termination Fees": Any fees, costs or expenses payable by
the
Swap Counterparty to the Trust in connection with a Swap Default,
termination of
the Swap Agreement or liquidation of the Swap Agreement, as
specified in the
Swap Agreement.]
"Tax Returns": The federal income tax returns on Internal
Revenue
Service Form 1066, U.S. Real Estate Mortgage Investment Conduit
(REMIC) Income
Tax Return, including Schedule Q thereto, Quarterly Notice to
Residual Interest
Holders of REMIC Taxable Income or Net Loss Allocation, or any
successor forms,
to be filed on behalf of each of the Upper-Tier REMIC and the
Lower-Tier REMIC
created hereunder due to its classification as a REMIC under the
REMIC
Provisions, and Form 1041 for the Grantor Trust for U.S. federal
income tax
purposes, together with any and all other information, reports or
returns that
may be required to be furnished to the Certificateholders or filed
with the
Internal Revenue Service or any other governmental taxing authority
under any
applicable provisions of federal or State Tax Laws.
"Termination Notice": As defined in Section 7.01(b).
"Transfer": Any direct or indirect transfer, sale, pledge,
hypothecation, or other form of assignment of any Ownership
Interest in a
Certificate.
"Transfer Affidavit and Agreement": As defined in Section
5.02(d).
"Transferee": Any Person who is acquiring by Transfer any
Ownership
Interest in a Certificate.
"Transferor": Any Person who is disposing by Transfer any
Ownership
Interest in a Certificate.
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"Treasury Rate": With respect to any Principal Prepayment made on
a
Loan, the yield calculated by the linear interpolation of the
yields reported in
Federal Reserve Statistical Release H.15 Selected Interest Rates
(the "Release")
under the heading "U.S. government securities" and the subheading
"Treasury
constant maturities" for the week ending immediately before the
related
Prepayment Date, of U.S. Treasury constant maturities with maturity
dates (one
longer and one shorter) most nearly approximating the Maturity Date
of such Loan
(or, if such Loan is an ARD Loan, the related Anticipated Repayment
Date). If
the Release is no longer published, the Master Servicer shall
select a
comparable publication to determine the Treasury Rate in its
reasonable
discretion.
"Trust": The trust created hereby.
"Trust Assets": The assets comprising the Trust Fund.
"Trust Fund": The segregated pool of assets subject hereto,
constituting the Trust, consisting of: (i) the Loans subject to
this Agreement
and all interest and principal received or receivable on or with
respect to the
Loans (other than payments of principal and interest due and
payable on the
Loans on or before the Cut-off Date (or, in the case of any
Qualified Substitute
Mortgage Loan that is substituted for another Loan pursuant to or
as
contemplated by Section 2.03(b), on or before the applicable Due
Date therefor
occurring in the month of substitution) and Principal Prepayments
paid on or
before the Cut-off Date (or, in the case of any Qualified
Substitute Mortgage
Loan that is substituted for another Loan pursuant to or as
contemplated by
Section 2.03(b), on or before the applicable Due Date therefor
occurring in the
month of substitution)), together with all documents included in
the related
Mortgage Files; (ii) such funds or assets as from time to time are
deposited in
the Collection Account, the Distribution Account, the Excess
Liquidation
Proceeds Account, the Excess Interest Distribution Account, the
Interest Reserve
Account and, if established, the REO Accounts; (iii) any REO
Property; (iv) the
rights of the mortgagee under all Insurance Policies with respect
to the Loans;
(v) the Uncertificated Lower-Tier Interests; and (viii) the rights
of the
Depositor with respect to the Loans under the Mortgage Loan
Purchase
Agreement[s].
"Trust REMIC": The Upper-Tier REMIC or the Lower-Tier REMIC.
"Trustee": [__], in its capacity as trustee and its successors
in
interest, or any successor trustee appointed as herein
provided.
"Trustee Exception Report": As defined in Section 2.02(e).
"Trustee Fee": The fee to be paid to the Trustee as compensation
for
the Trustee's activities under this Agreement.
"Trustee
Fee Rate": A rate equal to [__]% per annum computed on the
same basis and in the same manner as interest is computed on the
related Loan or
REO Loan.
"UCC": The Uniform Commercial Code, as enacted in each
applicable
state.
"UCC Financing Statement": A financing statement filed or to be
filed pursuant to the UCC, as in effect in the relevant
jurisdiction.
"UCC Financing Statement Amendment": A financing statement
amendment
filed or to be filed pursuant to the UCC.
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"Uncertificated Accrued Interest Amount": With respect to each
Distribution Date and each Uncertificated Lower-Tier Interest, an
amount equal
to interest for the related Interest Accrual Period at the
Lower-Tier Remittance
Rate applicable to such Uncertificated Lower-Tier Interest for such
Distribution
Date, accrued on the related Lower-Tier Principal Amount of such
Uncertificated
Lower-Tier Interest immediately prior to such Distribution Date.
The
Uncertificated Accrued Interest Amount for each Uncertificated
Lower-Tier
Interest shall be calculated on a 30/360 Basis.
"Uncertificated Lower-Tier Interests": The uncertificated
"regular
interests," within the meaning of Section 860G(a)(1) of the Code,
in the
Lower-Tier REMIC, which "regular interests" consist of the Class
[LA-1-1], Class
[LA-1-2], Class [LA-1-3], Class [LA-2FX-1], Class [LA-2FX-2], Class
[LA-2FX-3],
Class [LA-2FL-1], Class [LA-2FL-2], Class [LA-2FL-3], Class
[LA-1-A-1], Class
[LA-1-A-2], Class [LA-1-A-3], Class [LA-1-A-4], Class [LA-1-A-5],
Class
[LA-1-A-6], Class [LA-1-A-7], Class [LA-1-A-8], Class [LB], Class
[LC-1], Class
[LC-2], Class [LD], Class [LE-1], Class [LE-2], Class [LF-1], Class
[LF-2],
Class [LG], Class [LH-1], Class [LH-2], Class [LJ-1], Class [LJ-2],
Class [LK],
Class [LL], Class [LM] and Class [LN] Lower-Tier Interests.
"Uncovered Prepayment Interest Shortfall": With respect to any
Loan
as to which a Prepayment Interest Shortfall was incurred, the
excess, if any, of
(i) such Prepayment Interest Shortfall, over (ii) the deposit made
by the Master
Servicer to the Trustee in respect of such Prepayment Interest
Shortfall
pursuant to Section 3.02(d).
"Uncovered Prepayment Interest Shortfall Amount": As to any
Distribution Date, the amount, if any, by which (i) the sum of the
Uncovered
Prepayment Interest Shortfalls, if any, incurred with respect to
the Loans
during the related Due Period, exceeds (ii) the aggregate amount of
Prepayment
Interest Excesses, if any, received on the Loans during the related
Due Period
that are applied to offset such Uncovered Prepayment Interest
Shortfalls.
"Underwriter Exemption": PTE 89-90, as amended by PTE 97-34,
PTE
2000-58 and PTE 2002-41, and as may be subsequently amended
following the
Closing Date.
"Underwriters": [Credit Suisse First Boston LLC].
"Unliquidated Advance": Any Advance previously made by a party
hereto that has been previously reimbursed, as between the Person
that made the
Advance hereunder, on the one hand, and the Trust Fund, on the
other, as part of
a Workout-Delayed Reimbursement Amount pursuant to subsection (vi)
of Section
3.05(b) but that has not been recovered from the Borrower or
otherwise from
collections on or the proceeds of the Loan or REO Property in
respect of which
the Advance was made.
"Unpaid Interest Shortfall Amount": As to any Class of Regular
Certificates [or the Class [A-2FL] Regular Interest], any Component
of the Class
[A-X] or Class [A-SP] Certificates or any Uncertificated Lower-Tier
Interest,
for the first Distribution Date, zero. With respect to any Class of
Regular
Certificates [or the Class [A-2FL] Regular Interest], any Component
of the Class
[A-X] or Class [A-SP] Certificates or any Uncertificated Lower-Tier
Interest,
for any Distribution Date after the first Distribution Date, the
amount, if any,
by which the sum of the Monthly Interest Distribution Amounts for
such Class [or
the Class [A-2FL] Regular Interest], such Component or such
Uncertificated
Lower-Tier Interest for all prior Distribution Dates exceeds the
sum of the
amounts distributed on such Class or deemed distributed on such
Component or
such Uncertificated Lower-Tier Interest, as the case may be, on all
prior
Distribution Dates in respect of accrued interest.
"United States Securities Person": Any "U.S. person" as defined
in
Rule 902(k) of Regulation S.
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"United States Tax Person": A citizen or resident of the United
States, a corporation, partnership or other entity created or
organized in, or
under the laws of, the United States or any political subdivision
thereof, or an
estate whose income from sources without the United States is
includible in
gross income for United States federal income tax purposes
regardless of its
connection with the conduct of a trade or business within the
United States, or
a trust if a court within the United States is able to exercise
primary
supervision over the administration of the trust and one or more
United States
Tax Persons have the authority to control all substantial decisions
of the
trust, all within the meaning of Section 7701(a)(30) of the
Code.
"Unrestricted Master Servicer Reports": Collectively, the CMSA
Delinquent Loan Status Report, CMSA Historical Loan Modification
and Corrected
Mortgage Loan Report, CMSA Historical Liquidation Report, CMSA REO
Status
Report, and, if and to the extent filed with the Commission, such
reports and
files that would, but for such filing, constitute Restricted Master
Servicer
Reports.
"Upper-Tier REMIC": One of the two separate REMICs comprising
the
Trust Fund, the primary assets of which consist of the
Uncertificated Lower-Tier
Interests.
"Voting Rights": The portion of the voting rights of all of the
Certificates, which is allocated to any Certificate. At all times
during the
term of this Agreement and for any date of determination, the
Voting Rights
shall be allocated among the various Classes of Certificateholders
as follows:
(i) 1% in the case of the Class [A-X] and Class [A-SP] Certificates
(based on
the respective Class Notional Amount of each such Class relative to
the
aggregate Certificate Notional Amount of the three such Classes)
and (ii) in the
case of any Class of Sequential Pay Certificates a percentage equal
to the
product of 99% and a fraction, the numerator of which is equal to
the Class
Principal Balance of such Class, in each case, determined as of the
Distribution
Date immediately preceding such date of determination, and the
denominator of
which is equal to the aggregate of the Class Principal Balances of
all the
Classes of Sequential Pay Certificates, each determined as of the
Distribution
Date immediately preceding such date of determination. None of the
Class V or
Class R Certificates will be entitled to any Voting Rights. For
purposes of
determining Voting Rights, the Class Principal Balance of any Class
shall be
deemed to be reduced by allocation of the Collateral Support
Deficit to such
Class, but not by Appraisal Reductions allocated to such Class.
Voting Rights
allocated to a Class of Certificateholders shall be allocated among
such
Certificateholders in proportion to the Percentage Interests
evidenced by their
respective Certificates.
"Website": The internet website maintained by the Trustee
(initially
located at www.[______].com) or the internet website of the Master
Servicer.
"Weighted Average Net Mortgage Pass-Through Rate": As to any
Distribution Date, the weighted average of the Net Mortgage
Pass-Through Rates
of all the Loans and REO Loans in the Mortgage Pool, weighted based
on their<
