EXHIBIT 4.1
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DEUTSCHE MORTGAGE & ASSET RECEIVING CORPORATION,
Depositor
[____________],
Master Servicer
[____________],
Special Servicer
and
[____________],
Trustee and Paying Agent
_______________________________________
POOLING AND SERVICING AGREEMENT
Dated as of [_________]
_______________________________________
COMM 200[_]-[__]
Commercial Mortgage Pass-Through Certificates
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<PAGE>
TABLE OF CONTENTS
Page
----
ARTICLE I
DEFINITIONS
Section 1.01 Defined
Terms..................................................5
Section 1.02 Certain
Calculations..........................................79
Section 1.03 Certain
Constructions.........................................81
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01
Conveyance of Mortgage Loans; Assignment of Mortgage Loan
Purchase Agreements..........................................81
Section 2.02
Acceptance by Custodian and the
Trustee.......................88
Section 2.03
Representations, Warranties and Covenants of the
Depositor; Repurchase and Substitution of Mortgage Loans.....89
Section 2.04
Representations, Warranties and Covenants of the Master
Servicer, Special Servicer and Trustee.......................96
Section 2.05 Execution
and Delivery of Certificates; Issuance of
Lower-Tier Regular Interests................................100
Section 2.06
Miscellaneous REMIC and Grantor Trust
Provisions.............100
ARTICLE III
ADMINISTRATION AND SERVICING
OF THE TRUST FUND
Section 3.01 The
Master Servicer to Act as Master Servicer; Special
Servicer to Act as Special Servicer; Administration of
the Mortgage Loans and the [_____] B Loan...................101
Section 3.02 Liability
of the Master Servicer.............................104
Section 3.03
Collection of Mortgage Loan and [_____] B Loan
Payments......105
Section 3.04
Collection of Taxes, Assessments and Similar Items;
Escrow Accounts.............................................105
Section 3.05
Collection Account; Excess Liquidation Proceeds Account;
Distribution Accounts; Interest Reserve Account and Loan
Combination Collection Account..............................107
Section 3.06 Permitted
Withdrawals from the Collection Account, the
Distribution Accounts and the Loan Combination
Collection Account; Trust Ledger............................114
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<PAGE>
Section 3.07
Investment of Funds in the Collection Account, the Loan
Combination Collection Account, REO Account, the
Lock-Box Accounts, the Cash Collateral Accounts and the
Reserve Accounts............................................128
Section 3.08
Maintenance of Insurance Policies and Errors and
Omissions and Fidelity Coverage.............................130
Section 3.09
Enforcement of Due-On-Sale Clauses; Assumption
Agreements; Defeasance Provisions...........................135
Section 3.10
Appraisals; Realization Upon Defaulted Mortgage
Loans........140
Section 3.11 Trustee
to Cooperate; Release of Mortgage Files..............145
Section 3.12 Servicing
Fees, Trustee Fees and Special Servicing
Compensation................................................146
Section 3.13 Reports
to the Trustee; Collection Account Statements........151
Section 3.14 Access to
Certain Documentation..............................155
Section 3.15 Title and
Management of REO Properties and REO Accounts......155
Section 3.16 Sale of
Specially Serviced Loans and REO Properties..........160
Section 3.17
Additional Obligations of The Master Servicer and Special
Servicer; Inspections.......................................165
Section 3.18
Authenticating
Agent.........................................166
Section 3.19
Appointment of
Custodians....................................167
Section 3.20 Lock-Box
Accounts, Cash Collateral Accounts, Escrow
Accounts and Reserve Accounts...............................167
Section 3.21 Property
Advances............................................167
Section 3.22
Appointment of Special
Servicer..............................171
Section 3.23 Transfer
of Servicing Between The Master Servicer and the
Special Servicer; Record Keeping; Asset Status Report.......172
Section 3.24
[Reserved]...................................................176
Section 3.25
Limitations on and Authorizations of the Applicable
Servicer and Special Servicer with Respect to Certain
Mortgage Loans..............................................176
Section 3.26 Certain
Rights and Obligations of the Special Servicer.......177
Section 3.27
Modification, Waiver, Amendment and
Consents.................178
Section 3.28 Rights of
Holders of the [________] Loan Combination.........183
Section 3.29 Certain
Intercreditor Matters Relating to the Loan
Combinations................................................184
ARTICLE IV
DISTRIBUTIONS TO CERTIFICATEHOLDERS
Section 4.01
Distributions................................................186
Section 4.02
Statements to Certificateholders; Reports by Trustee;
Other Information Available to the Holders and Others.......202
Section 4.03
Compliance with Withholding
Requirements.....................209
Section 4.04 REMIC
Compliance.............................................209
Section 4.05
Imposition of Tax on the Trust
Fund..........................212
Section 4.06
Remittances..................................................213
Section 4.07 P&I
Advances.................................................213
Section 4.08 Grantor
Trust Reporting......................................217
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<PAGE>
ARTICLE V
THE CERTIFICATES
Section 5.01 The
Certificates.............................................217
Section 5.02
Registration, Transfer and Exchange of
Certificates..........221
Section 5.03
Mutilated, Destroyed, Lost or Stolen
Certificates............231
Section 5.04
Appointment of Paying
Agent..................................232
Section 5.05 Access to
Certificateholders' Names and Addresses............232
Section 5.06 Actions
of Certificateholders................................232
ARTICLE VI
THE DEPOSITOR, THE SERVICERS AND THE SPECIAL SERVICER
Section 6.01 Liability
of the Depositor, the Master Servicer and the
Special Servicer............................................233
Section 6.02 Merger or
Consolidation of the Master Servicer...............233
Section 6.03
Limitation on Liability of the Depositor, the Applicable
Servicer and Others.........................................233
Section 6.04
Limitation on Resignation of the Master Servicer and the
Special Servicer; Termination of the Master Servicer and
the Special Servicer........................................235
Section 6.05 Rights of
the Depositor and the Trustee in Respect of the
Applicable Servicer and the Special Servicer................236
Section 6.06 The
Master Servicer or Special Servicer as Owners of a
Certificate.................................................237
ARTICLE VII
DEFAULT
Section 7.01 Events of
Default............................................238
Section 7.02 Trustee
to Act; Appointment of Successor.....................243
Section 7.03
Notification to Certificateholders and Other
Persons.........244
Section 7.04 Other
Remedies of Trustee....................................244
Section 7.05 Waiver of
Past Events of Default; Termination................245
Section 7.06 Trustee
as Maker of Advances.................................245
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01 Duties of
Trustee............................................245
Section 8.02 Certain
Matters Affecting the Trustee........................247
Section 8.03 Trustee
Not Liable for Certificates or Mortgage Loans........249
Section 8.04 Trustee
May Own Certificates.................................250
Section 8.05 Payment
of Trustee's Fees and Expenses; Indemnification......250
Section 8.06
Eligibility Requirements for
Trustee.........................252
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<PAGE>
Section 8.07
Resignation and Removal of the
Trustee.......................253
Section 8.08 Successor
Trustee............................................254
Section 8.09 Merger or
Consolidation of Trustee...........................254
Section 8.10
Appointment of Co-Trustee or Separate
Trustee................254
ARTICLE IX
TERMINATION
Section 9.01
Termination..................................................256
ARTICLE X
MISCELLANEOUS PROVISIONS
Section 10.01
Counterparts.................................................260
Section 10.02 Limitation on Rights of
Certificateholders...................260
Section 10.03 Governing
Law................................................261
Section 10.04
Notices......................................................261
Section 10.05 Severability of
Provisions...................................262
Section 10.06 Notice to the Depositor and Each Rating
Agency...............262
Section 10.07
Amendment....................................................264
Section 10.08 Confirmation of
Intent.......................................266
Section 10.09 No Intended Third-Party
Beneficiaries........................267
Section 10.10
[Reserved]...................................................267
Section 10.11 Entire
Agreement.............................................267
ARTICLE XI
EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE
Section 11.01 Intent of the Parties;
Reasonableness........................267
Section 11.02 Filing
Obligations...........................................268
Section 11.03 Form 10-D
Filings............................................268
Section 11.04 Form 10-K
Filings............................................269
Section 11.05 Sarbanes-Oxley
Certification.................................270
Section 11.06 Form 8-K
Filings.............................................271
Section 11.07 Form 15 Filing; Incomplete Exchange Act Filings;
Amendments to Exchange Act Reports..........................272
Section 11.08 Annual Compliance
Statements.................................273
Section 11.09 Annual Reports on Assessment of Compliance with
Servicing
Criteria....................................................273
Section 11.10 Annual Independent Public Accountants' Servicing
Report......274
Section 11.11 Exchange Act Reporting
Indemnification.......................275
Section 11.12
Amendments...................................................276
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<PAGE>
TABLE OF EXHIBITS
Exhibit A-1 Form of [Class A-1]
Certificate
Exhibit A-2 Form of [Class A-2]
Certificate
Exhibit A-3 Form of [Class A-3]
Certificate
Exhibit A-4 Form of [Class A-4]
Certificate
Exhibit A-5 Form of [Class A-AB]
Certificate
Exhibit A-6 Form of [Class A-5A]
Certificate
Exhibit A-7 Form of [Class A-5B]
Certificate
Exhibit A-8 Form of [Class A-1A]
Certificate
Exhibit A-9 Form of [Class X-C]
Certificate
Exhibit A-10
Form of [Class X-P] Certificate
Exhibit A-11
Form of [Class A-J] Certificate
Exhibit A-12
Form of [Class B] Certificate
Exhibit A-13
Form of [Class C] Certificate
Exhibit A-14
Form of [Class D] Certificate
Exhibit A-15
Form of [Class E] Certificate
Exhibit A-16
Form of [Class F] Certificate
Exhibit A-17
Form of [Class G] Certificate
Exhibit A-18
Form of [Class H] Certificate
Exhibit A-19
Form of [Class J] Certificate
Exhibit A-20
Form of [Class K] Certificate
Exhibit A-21
Form of [Class L] Certificate
Exhibit A-22
Form of [Class M] Certificate
Exhibit A-23
Form of [Class N] Certificate
Exhibit A-24
Form of [Class O] Certificate
Exhibit A-25
Form of [Class P] Certificate
Exhibit A-26
Form of [Class R] Certificate
Exhibit A-27
Form of [Class LR] Certificate
Exhibit B-1 Mortgage Loan
Schedule
Exhibit B-2 Servicing Fee Rate
Schedule
Exhibit C-1 Form of Transferee
Affidavit
Exhibit C-2 Form of Transferor
Letter
Exhibit D-1 Form of Investment
Representation Letter
Exhibit D-2 Form of ERISA
Representation Letter
Exhibit E Form of
Request for Release
Exhibit F Securities
Legend
Exhibit G Form of
Regulation S Transfer Certificate
Exhibit H Form of
Transfer Certificate for Exchange or Transfer from
Rule 144A Global Certificate to Regulation S Global
Certificate during the Restricted Period
Exhibit I
Form of Transfer
Certificate for Exchange or Transfer from
Rule 144A Global Certificate to Regulation S Global
Certificate after the Restricted Period
Exhibit J Form of
Transfer Certificate for Exchange or Transfer from
Regulation S Global Certificate to Rule 144A Global Certificate
Exhibit K Form of
Distribution Date Statement
Exhibit L Form of
Investor Certification
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<PAGE>
Exhibit M
Intentionally Deleted
Exhibit N Form of
Purchase Option Notice
Exhibit O Form of
Notification from Custodian
Exhibit P-1 Form of Closing Date
Trustee Certification
Exhibit P-2 Form of Post-Closing
Trustee Certification
Exhibit Q Form of
Notice to the Trustee and [S&P] from the Master
Servicer Regarding Defeasance of a Mortgage Loan
Exhibit R
Information Request Form
TABLE OF SCHEDULES
Schedule I [Class A-AB]
Planned Principal Balance Schedule
Schedule II Rates to be Used in
Determining the [Class X-C] and
[Class X-P] Pass-Through Rates
Schedule III
Relevant Servicing Criteria
Schedule IV Additional 10-D
Information
Schedule V Additional 10-K
Information
Schedule VI
Additional 8-K
Information
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<PAGE>
Pooling and Servicing Agreement, dated as of [________], among
Deutsche Mortgage & Asset Receiving Corporation, as Depositor,
[________], as
the Master Servicer with respect to all of the Mortgage Loans
[________] (the
"Master Servicer"), [________], as Special Servicer and [________],
as Trustee
and Paying Agent.
PRELIMINARY STATEMENT:
(Terms
used but not defined in this Preliminary Statement shall have
the meanings specified in Article I hereof)
The Depositor intends to sell pass-through certificates to be
issued
hereunder in multiple Classes which in the aggregate will evidence
the entire
beneficial ownership interest in the Trust Fund consisting
primarily of the
Mortgage Loans.
The Lower-Tier REMIC will hold the Mortgage Loans and certain
other
related assets subject to this Agreement, and will issue (i) the
uncertificated
[Class A-1L-1] Interest, [Class A-1L-2] Interest, [Class A-1L-3]
Interest,
[Class A-1L-4] Interest, [Class A-2L-1] Interest, [Class A-2L-2]
Interest,
[Class A-2L-3] Interest, [Class A-2L-4] Interest, [Class A-2L-5]
Interest,
[Class A-2L-6] Interest, [Class A-3L] Interest, [Class A-4L]
Interest, [Class
A-ABL-1] Interest, [Class A-ABL-2] Interest, [Class A-5AL-1]
Interest, [Class
A-5AL-2] Interest, [Class A-5AL-3] Interest, [Class A-5AL-4]
Interest, [Class
A-5AL-5] Interest, [Class A-5AL-6] Interest, [Class A-5BL]
Interest, [Class
A-1AL-1] Interest, [Class A-1AL-2] Interest, [Class A-1AL-3]
Interest, [Class
A-1AL-4] Interest, [Class A-1AL-5] Interest, [Class A-1AL-6]
Interest, [Class
A-1AL-7] Interest, [Class A-1AL-8] Interest, [Class A-1AL-9]
Interest, [Class
A-1AL-10] Interest, [Class A-1AL-11] Interest, [Class A-1AL-12]
Interest, [Class
A-1AL-13] Interest, [Class A-1AL-14] Interest, [Class A-1AL-15]
Interest, [Class
A-JL] Interest, [Class B-L] Interest, [Class C-L] Interest, [Class
D-L-1]
Interest, [Class D-L-2] Interest, [Class E-L-1] Interest, [Class
E-L-2]
Interest, [Class E-L-3] Interest, [Class E-L-4] Interest, [Class
F-L-1]
Interest, [Class F-L-2] Interest, [Class G-L-1] Interest, [Class
G-L-2]
Interest, [Class G-L-3] Interest, [Class H-L-1] Interest, [Class
H-L-2]
Interest, [Class J-L-1] Interest, [Class J-L-2] Interest, [Class
K-L-1]
Interest, [Class K-L-2] Interest, [Class L-L] Interest, [Class M-L]
Interest,
[Class N-L] Interest, [Class O-L] Interest and [Class P-L] Interest
(the
"Lower-Tier Regular Interests"), as classes of regular interests in
the
Lower-Tier REMIC, and (ii) the [Class LR] Certificates, which will
represent the
sole class of residual interests in the Lower-Tier REMIC, within
the meaning of
the REMIC Provisions.
The Upper-Tier REMIC will hold the Lower-Tier Regular Interests
and
certain other related assets subject to this Agreement and will
issue [__]
Classes of regular interests in the Upper-Tier REMIC. The [Class
A-1], [Class
A-2], [Class A-3], [Class A-4], [Class A-AB], [Class A-5A], [Class
A-5B], [Class
A-1A], [Class X-C], [Class X-P], [Class A-J], [Class B], [Class C],
[Class D],
[Class E], [Class F], [Class G], [Class H], [Class J], [Class K],
[Class L],
[Class M], [Class N], [Class O] and [Class P] Certificates (the
"Regular
Certificates") are designated as classes of regular interests, and
the [Class R]
Certificates are designated as the sole class of residual
interests, in the
Upper-Tier REMIC.
The portions of the Trust Fund consisting of the Loan REMIC
Residual
Interest, and related amounts in the Grantor Trust Distribution
Account shall be
treated as a grantor trust
<PAGE>
(the "Grantor Trust") for federal income tax purposes. The [Class
LR]
Certificates will represent the sole interests in the portion of
the Grantor
Trust representing the Loan REMIC Residual Interest under federal
income tax
law.
The Mortgaged Property that secures the Mortgage Loan identified
as
Loan No. [_] on the Mortgage Loan Schedule (the "[________]
Mortgage Loan"),
also secures one separate mortgage loan to the same Borrower
(referred to herein
as the "[________] B Loan" and together with the [________]
Mortgage Loan, the
"[________] Loan Combination" or the "Loan Combination") which is
subordinate to
the [________] Mortgage Loan. The Loan Combination will be serviced
pursuant to
this Agreement and the [________] Intercreditor Agreement, as and
to the extent
provided herein. Amounts attributable to the [ ] B Loan will not be
assets of
the Trust Fund or the Trust REMICs and will be beneficially owned
by the [_____]
B Loan Noteholder.
The following table sets forth the Class designation, the
corresponding Lower-Tier Regular Interests (the "Corresponding
Lower-Tier
Regular Interests") and the aggregate initial Certificate Balance
(or, with
respect to the [Class X-C] and [Class X-P] Certificates, Notional
Balance) for
each Class of Certificates comprising interests in the Upper-Tier
REMIC.
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<PAGE>
<TABLE>
<CAPTION>
Corresponding
Corresponding
Certificate
Lower-Tier
Original Lower- Components
of
Corresponding
Balance or
Regular
Tier Principal
[Class X]
Certificates
Notional Balance
Interest(s)
Balance(2)
Certificates
----------------- ----------------
------------- ---------------
-------------
<S>
<C>
<C>
<C>
<C>
[Class A-1](1)...
$[________]
[A-1L-1]
$[________]
[A-1L-1]
[A-1L-2]
$[________]
[A-1L-2]
[A-1L-3]
$[________]
[A-1L-3]
[A-1L-4]
$[________]
[A-1L-4]
[Class A-2]......
$[________]
[A-2L-1]
$[________]
[A-2L-1]
[A-2L-2]
$[________]
[A-2L-2]
[A-2L-3]
$[________]
[A-2L-3]
[A-2L-4]
$[________]
[A-2L-4]
[A-2L-5]
$[________]
[A-2L-5]
[A-2L-6]
$[________]
[A-2L-6]
[Class A-3]......
$[________]
[A-3L]
$[________]
[A-3L]
[Class A-4]......
$[________]
[A-4L]
$[________]
[A-4L]
[Class A-AB].....
$[________]
[A-ABL-1]
$[________]
[A-ABL-1]
[A-ABL-2]
$[________]
[A-ABL-2]
[Class A-5A].....
$[________]
[A-5AL-1]
$[________]
[A-5AL-1]
[A-5AL-2]
$[________]
[A-5AL-2]
[A-5AL-3]
$[________]
[A-5AL-3]
[A-5AL-4]
$[________]
[A-5AL-4]
[A-5AL-5]
$[________]
[A-5AL-5]
[A-5AL-6]
$[________]
[A-5AL-6]
[Class A-5B].....
$[________]
[A-5BL]
$[________]
[A-5BL]
[Class A-1A].....
$[________]
[A-1AL-1]
$[________]
[A-1AL-1]
[A-1AL-2]
$[________]
[A-1AL-2]
[A-1AL-3]
$[________]
[A-1AL-3]
[A-1AL-4]
$[________]
[A-1AL-4]
[A-1AL-5]
$[________]
[A-1AL-5]
[A-1AL-6]
$[________]
[A-1AL-6]
[A-1AL-7]
$[________]
[A-1AL-7]
[A-1AL-8]
$[________]
[A-1AL-8]
[A-1AL-9]
$[________]
[A-1AL-9]
[A-1AL-10]
$[________]
[A-1AL-10]
[A-1AL-11]
$[________]
[A-1AL-11]
[A-1AL-12]
$[________]
[A-1AL-12]
[A-1AL-13]
$[________]
[A-1AL-13]
[A-1AL-14]
$[________]
[A-1AL-14]
[A-1AL-15]
$[________]
[A-1AL-15]
[Class X-C]......
$[________](1)
$[________]
[Class X-P]......
$[________](1)
$[________]
[Class A-J]......
$[________]
[A-JL]
$[________]
[A-JL]
[Class B]........
$[________]
[B-L]
$[________]
[B-L]
[Class C]........
$[________]
[C-L]
$[________]
[C-L]
[Class D]........
$[________]
[D-L-1]
$[________]
[D-L-1]
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
Corresponding
Corresponding
Certificate
Lower-Tier
Original Lower- Components
of
Corresponding
Balance or
Regular
Tier Principal
[Class X]
Certificates
Notional Balance
Interest(s)
Balance(2)
Certificates
----------------- ----------------
------------- ---------------
-------------
<S>
<C>
<C>
<C>
<C>
[D-L-2]
$[________]
[D-L-2]
[Class E]........
$[________]
[E-L-1]
$[________]
[E-L-1]
[E-L-2]
$[________]
[E-L-2]
[E-L-3]
$[________]
[E-L-3]
[E-L-4]
$[________]
[E-L-4]
[Class F]........
$[________]
[F-L-1]
$[________]
[F-L-1]
[F-L-2]
$[________]
[F-L-2]
[Class G]........
$[________]
[G-L-1]
$[________]
[G-L-1]
[G-L-2]
$[________]
[G-L-2]
[G-L-3]
$[________]
[G-L-3]
[Class H]........
$[________]
[H-L-1]
$[________]
[H-L-1]
[H-L-2]
$[________]
[H-L-2]
[Class J]........
$[________]
[J-L-1]
$[________]
[J-L-1]
[J-L-2]
$[________]
[J-L-2]
[Class K]........
$[________]
[K-L-1]
$[________]
[K-L-1]
[K-L-2]
$[________]
[K-L-2]
[Class L]........
$[________]
[L-L]
$[________]
[L-L]
[Class M]........
$[________]
[M-L]
$[________]
[M-L]
[Class N]........
$[________]
[N-L]
$[________]
[N-L]
[Class O]........
$[________]
[O-L]
$[________]
[O-L]
[Class P]........
$[________]
[P-L]
$[________]
[P-L]
[Class R]........
$[________]
N/A
$[________]
N/A
[Class LR].......
$[________]
N/A
$[________]
N/A
</TABLE>
-------------
(1) Each [Class
A-1] Certificate represents ownership of a regular interest in
the
Upper-Tier REMIC.
(2) The initial
Notional Balance of the [Class X-C] Certificates is equal to
the
aggregate of the Notional Amounts of the Components as of the
Closing
Date; the
initial Notional Balance of the [Class X-P] Certificates is
equal to
the aggregate of the Notional Amount of the [Class X-P]
Components
as of the Closing Date.
(3) The
Lower-Tier Regular Interests and the Corresponding Components of
the
[Class X]
Certificates that correspond to any particular Class of
Certificates also correspond to each other and, accordingly,
constitute
the
Corresponding Lower-Tier Regular Interest and the
"Corresponding
Components," respectively, with respect to each other.
The initial Certificate Balance of each of the [Class R] and
[Class
LR] Certificates is zero. Additionally, the [Class R] and [Class
LR]
Certificates do not have a Notional Balance. The Certificate
Balance of any
Class of Certificates outstanding at any time represents the
maximum amount
which holders thereof are entitled to receive as distributions
allocable to
principal from the cash flow on the Mortgage Loans and the other
assets in the
Trust Fund; provided, however, that in the event that amounts
previously
allocated as Realized Losses to a Class of Certificates in
reduction of the
Certificate Balance thereof are subsequently recovered (including
without
limitation after the reduction of the Certificate Balance of such
Class to
zero), such Class may receive distributions in respect of such
recoveries in
accordance with the priorities set forth in Section 4.01.
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<PAGE>
As of the Cut-off
Date, the Mortgage Loans have an aggregate
Stated Principal Balance equal to approximately $[________].
In consideration of the mutual agreements herein contained, the
Depositor, the Master Servicer, the Special Servicer, the Trustee
and the other
parties hereto hereby agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01 Defined Terms. Whenever used in this Agreement,
the
following words and phrases, unless the context otherwise requires,
shall have
the meanings specified in this Article.
"Act": The Securities Act of 1933, as it may be amended from time
to
time.
"Actual/360 Mortgage Loans": The Mortgage Loans indicated as such
in
the Mortgage Loan Schedule and the [_____] B Loan.
"Additional Servicer": Each Affiliate of [specify sponsors]
that
Services any of the Mortgage Loans and each Person who is not an
Affiliate of
the [specify sponsors], other than the Special Servicer, who
Services 10% or
more of the Mortgage Loans[, including, if applicable, the Trustee
or Paying
Agent].
"Additional Trust Fund Expense": Any expense incurred with
respect
to the Trust Fund and not otherwise included in the calculation of
a Realized
Loss that would result in the Holders of Regular Certificates
receiving less
than the full amount of principal and/or the Interest Accrual
Amount to which
they are entitled on any Distribution Date.
"Advance": Any P&I Advance or Property Advance.
"Advance Interest Amount": Interest at the Advance Rate on the
aggregate amount of P&I Advances and Property Advances for
which the Master
Servicer, the Special Servicer or the Trustee, as applicable, has
not been
reimbursed and on Servicing Fees, Trustee Fees or Special Servicing
Compensation
for which the Master Servicer, the Trustee or the Special Servicer,
as
applicable, has not been timely paid or reimbursed for the number
of days from
the date on which such Advance was made or such Servicing Fees,
Trustee Fees or
Special Servicing Compensation were due to the date of payment or
reimbursement
of the related Advance or other such amount, less any amount of
interest
previously paid on such Advance or Servicing Fees, Trustee Fees or
Special
Servicing Compensation; provided, that if, during any Collection
Period in which
an Advance was made, the related Borrower makes payment of an
amount in respect
of which such Advance was made with interest at the Default Rate,
the Advance
Interest Amount payable to the Master Servicer, the Special
Servicer or the
Trustee shall be paid first, from the amount of Default Interest on
the related
Mortgage Loan by such Borrower, second, from late payment fees on
the related
Mortgage Loan by the related Borrower, and third, upon determining
in good faith
that such Advance Interest Amount is not recoverable
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from the amounts described in first or second, from other amounts
on deposit in
the Collection Account.
"Advance Rate": A per annum rate equal to the Prime Rate (as
most
recently published in the "Money Rates" section of The Wall Street
Journal, New
York edition, from time to time). Interest at the Advance Rate will
accrue from
(and including) the date on which the related Advance is made or
the related
expense incurred to (but excluding) the date on which such amounts
are recovered
out of amounts received on the Mortgage Loan as to which such
Advances were made
or servicing expenses incurred or the first Servicer Remittance
Date after a
determination of non-recoverability, as the case may be, is made,
provided that
such interest at the Advance Rate will continue to accrue to the
extent funds
are not available in the Collection Accounts for such reimbursement
of such
Advance. Notwithstanding the foregoing, with respect to any
Mortgage Loan that
has a grace period that expires after the Determination Date, such
interest
shall not begin to accrue until the day succeeding the expiration
date of such
grace period.
"Advance Recovery Report": A report substantially in the form
of,
and containing the information called for in, the downloadable form
of the
"Advance Recoverability 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
approved by
the CMSA for commercial mortgage securities transactions generally
and, insofar
as it requires the presentation of information in addition to that
called for by
the form of the "Advance Recovery Report" available as of the
Closing Date on
the CMSA Website, is reasonably acceptable to the Master
Servicer.
"Adverse REMIC Event": Any action, that, under the REMIC
Provisions,
if taken or not taken, as the case may be, could (i) endanger the
status of the
Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC or (ii) result
in the
imposition of a tax upon the Lower-Tier REMIC or the Upper-Tier
REMIC or the
Trust Fund (including but not limited to the tax on "prohibited
transactions" as
defined in Section 860F(a)(2) of the Code and the tax on
contributions to a
REMIC set forth in Section 860G(d) of the Code, but not including
the tax on
"net income from foreclosure property").
"Affiliate": With respect to any specified Person, any other
Person
controlling or controlled by or under common control with such
specified Person.
For the purposes of this definition, "control" when used with
respect to any
specified Person means the power to direct the management and
policies of such
Person, directly or indirectly, whether through the ownership of
voting
securities, by contract or otherwise, and the terms "controlling"
and
"controlled" have meanings correlative to the foregoing. The
Trustee may obtain
and rely on an Officer's Certificate of the Master Servicer, the
Special
Servicer or the Depositor to determine whether any Person is an
Affiliate of
such party.
"Affiliated Person": Any Person (other than a Rating Agency)
involved in the organization or operation of the Depositor or an
affiliate, as
defined in Rule 405 of the Act, of such Person.
"Agent Member": Members of, or Depository Participants in, the
Depository.
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"Agreement": This Pooling and Servicing Agreement and all
amendments
hereof and supplements hereto.
"Allocated Loan Amount": With respect to each Mortgaged
Property,
the portion of the principal amount of the related Mortgage Loan
allocated to
such Mortgaged Property in the applicable Mortgage, Loan Agreement
or the
Mortgage Loan Schedule.
"Annual Compliance Report": A report consisting of an annual
statement of compliance required by Section 3.14 hereof and an
annual report of
an Independent accountant required pursuant to Section 3.15
hereof
"Anticipated Termination Date": Any Distribution Date on which it
is
anticipated that the Trust Fund will be terminated pursuant to
Section 9.01(c).
"Applicable Monthly Payment": As defined in Section 4.06(a).
"Applicable Procedures": As defined in Section 5.02(c)(ii).
"Applicable State and Local Tax Law": For purposes hereof, the
Applicable State and Local Tax Law shall be such state or local tax
laws whose
applicability shall have been brought to the attention of the
Trustee by either
(i) an opinion of counsel delivered to it, or (ii) written notice
from the
appropriate taxing authority as to the applicability of such state
or local tax
laws.
"Appraisal": An appraisal prepared by an Independent MAI
appraiser
with at least five years experience in properties of like kind and
in the same
area.
"Appraisal Reduction Amount": For any Distribution Date and for
any
Mortgage Loan or the Loan Combination, an amount calculated by the
Special
Servicer by the first Determination Date following the date the
Special Servicer
receives the required Appraisal or performs the required Small Loan
Appraisal
Estimate equal to the excess, if any, of (a) the Stated Principal
Balance of
such Mortgage Loan or the Loan Combination over (b) the excess of
(i) 90% of the
sum of the appraised values (net of any prior mortgage liens but
including all
escrows and reserves (other than escrows and reserves for taxes and
insurance))
of the related Mortgaged Properties securing such Mortgage Loan or
the Loan
Combination as determined by Updated Appraisals obtained by the
Special Servicer
(the costs of which shall be paid by the Master Servicer as a
Property Advance)
minus any downward adjustments the Special Servicer deems
appropriate (without
implying any duty to do so) based upon its review of the Appraisal
and any other
information it may deem appropriate (or, in the case of Mortgage
Loans or Loan
Combination having a Stated Principal Balance under $[________],
90% of the sum
of the Small Loan Appraisal Estimates of the related Mortgaged
Properties (as
described below)) over (ii) the sum of (A) to the extent not
previously advanced
by the Master Servicer or the Trustee, all unpaid interest on such
Mortgage Loan
or the Loan Combination at a per annum rate equal to the Mortgage
Rate (or with
respect to the Loan Combination, the weighted average of the
Mortgage Rate for
the related Mortgage Loan(s) and [_____] B Loan), (B) all
unreimbursed Property
Advances and the principal portion of all unreimbursed P&I
Advances, and all
unpaid interest on Advances at the Advance Rate, in respect of such
Mortgage
Loan or the Loan Combination, (C) any other unpaid Additional Trust
Fund
Expenses in respect of such Mortgage Loan or the
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<PAGE>
Loan Combination (but subject to the provisions of Section 1.02(e))
and (D) all
currently due and unpaid real estate taxes, ground rents and
assessments and
insurance premiums (net of any escrows and reserves therefor) and
all other
amounts due and unpaid with respect to such Mortgage Loan or the
Loan
Combination (which taxes, premiums (net of any escrows and reserves
therefor)
and other amounts have not been the subject of an Advance by the
Master
Servicer, the Special Servicer or the Trustee, as applicable);
provided,
however, without limiting the Special Servicer's obligation to
order and obtain
such Appraisal, if the Special Servicer has not obtained the
Updated Appraisal
or Small Loan Appraisal Estimate, as applicable, referred to above
within 90
days of the Appraisal Reduction Event, the Appraisal Reduction
Amount shall be
deemed to be an amount equal to 25% of the current Stated Principal
Balance of
the related Mortgage Loan or the Loan Combination until such time
as such
Updated Appraisal or Small Loan Appraisal Estimate referred to
above is received
and the Appraisal Reduction Amount is calculated. Notwithstanding
the foregoing,
within [__] days after the Appraisal Reduction Event (or in the
case of an
Appraisal Reduction Event occurring by reason of clause (ii) of the
definition
thereof, [__] days) (A) with respect to Mortgage Loans or the Loan
Combination
having a Stated Principal Balance of $[________] or higher, the
Special Servicer
shall obtain an Updated Appraisal or (B) with respect to Mortgage
Loans or the
Loan Combination having a Stated Principal Balance of less than
$[________], the
Special Servicer, at its option, shall (i) provide a Small Loan
Appraisal
Estimate within the same time period as an Appraisal would
otherwise be required
and such Small Loan Appraisal Estimate shall be used in lieu of an
Appraisal to
calculate the Appraisal Reduction Amount for such Mortgage Loans or
applicable
Loan Combination; or (ii) with the consent of the Controlling
Class
Representative, obtain an Updated Appraisal. On the first
Distribution Date
occurring on or after the delivery of such Updated Appraisal, the
Special
Servicer shall adjust the Appraisal Reduction Amount to take into
account such
Updated Appraisal (regardless of whether the Updated Appraisal is
higher or
lower than the Small Loan Appraisal Estimate). Each Appraisal
Reduction Amount
shall also be adjusted to take into account any subsequent Small
Loan Appraisal
Estimate or Updated Appraisal, as applicable, and any annual letter
updates, as
of the date of each such subsequent Small Loan Appraisal Estimate,
Updated
Appraisal or letter update, as applicable. With respect to each
Mortgage Loan
that is cross-collateralized with any other Mortgage Loan, the
value of each
Mortgaged Property that is security for each Mortgage Loan in
such
cross-collateralized group, as well as the outstanding amounts
under each such
Mortgage Loan shall be taken into account when calculating such
Appraisal
Reduction Amount.
At any time that an Appraisal Reduction Amount exists with
respect
to any Mortgage Loan, the Controlling Class Representative may, at
its own
expense, obtain and deliver to the Master Servicer, the Special
Servicer and the
Trustee an Appraisal that satisfies the requirements of an "Updated
Appraisal,"
and upon the written request of the Controlling Class
Representative, the
Special Servicer shall, subject to the Servicing Standard,
recalculate the
Appraisal Reduction Amount in respect of such Mortgage Loan or the
Loan
Combination based on such Appraisal (but subject to any downward
adjustment by
the Special Servicer as provided in the definition of Appraisal
Reduction
Amount) and shall notify the Trustee, the Master Servicer, the
Controlling Class
Representative and the Directing Certificateholder of such
recalculated
Appraisal Reduction Amount.
Notwithstanding anything herein to the contrary, the aggregate
Appraisal Reduction Amount related to a Mortgage Loan or the Loan
Combination or
the related REO
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<PAGE>
Property will be reduced to zero as of the date the related
Mortgage Loan or
Loan Combination is paid in full, liquidated, repurchased or
otherwise removed
from the Trust Fund.
The Loan Combination will be treated as a single mortgage loan
for
purposes of calculating an Appraisal Reduction Amount with respect
to the
mortgage loans included in such Loan Combination.
Any Appraisal Reduction Amount on the Loan Combination shall be
deemed allocated, first, to the related B Loan, if any, and, then,
to the
Mortgage Loan based on each such loan's Stated Principal
Balance.
"Appraisal Reduction Event": With respect to any Mortgage Loan
or
Loan Combination, the first Distribution Date following the
earliest of (i) the
date on which such Mortgage Loan or Loan Combination becomes a
Modified Mortgage
Loan, (ii) the [__]th day following the occurrence of any uncured
delinquency in
Monthly Payments with respect to such Mortgage Loan or Loan
Combination, (iii)
receipt of notice that the related Borrower has filed a bankruptcy
petition or
the date on which a receiver is appointed and continues in such
capacity in
respect of a Mortgaged Property securing such Mortgage Loan or Loan
Combination
or [__] days after the Borrower becomes the subject of involuntary
bankruptcy
proceedings and such proceedings are not dismissed, (iv) the date
on which the
Mortgaged Property securing such Mortgage Loan or Loan Combination
becomes an
REO Property, (v) the [__]th day after the third anniversary of any
extension of
a Mortgage Loan or the Loan Combination and (vi) with respect to a
Balloon Loan,
a payment default shall have occurred with respect to the related
Balloon
Payment; provided, however, if (a) the related Borrower is
diligently seeking a
refinancing commitment (and delivers a statement to that effect to
the Master
Servicer, who shall promptly deliver a copy to the Special Servicer
and the
Controlling Class Representative within [__] days after the
default), (b) the
related Borrower continues to make its Assumed Scheduled Payment,
(c) no other
Servicing Transfer Event has occurred with respect to that Mortgage
Loan or Loan
Combination and (d) the Controlling Class Representative consents,
an Appraisal
Reduction Event will not occur until [__] days beyond the related
maturity date;
and provided, further, if the related Borrower has delivered to the
Master
Servicer, who shall promptly deliver a copy to the Special Servicer
and the
Controlling Class Representative, on or before the [__]th day after
the related
Maturity Date, a refinancing commitment reasonably acceptable to
the Special
Servicer and the Controlling Class Representative, and the Borrower
continues to
make its Assumed Scheduled Payments (and no other Servicing
Transfer Event has
occurred with respect to that Mortgage Loan or Loan Combination),
an Appraisal
Reduction Event will not occur until the earlier of (1) [__] days
beyond the
related Maturity Date and (2) the termination of the refinancing
commitment. The
Special Servicer shall notify the Master Servicer promptly upon the
occurrence
of any of the foregoing events with respect to any Specially
Serviced Loan.
"Asset Status Report": As defined in Section 3.26(f).
"Assignment of Leases, Rents and Profits": With respect to any
Mortgaged Property, any assignment of leases, rents and profits or
similar
agreement executed by the Borrower, assigning to the mortgagee all
of the
income, rents and profits derived from the ownership, operation,
leasing or
disposition of all or a portion of such Mortgaged Property, in the
form which
was duly executed, acknowledged and delivered, as amended,
modified, renewed or
extended through the date hereof and from time to time
hereafter.
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<PAGE>
"Assignment of Mortgage": An assignment of Mortgage without
recourse, notice of transfer or equivalent instrument, in
recordable form, which
is sufficient under the laws of the jurisdiction in which the
related Mortgaged
Property is located to reflect of record the sale of the Mortgage,
which
assignment, notice of transfer or equivalent instrument may be in
the form of
one or more blanket assignments covering Mortgages encumbering
Mortgaged
Properties located in the same jurisdiction, if permitted by law
and acceptable
for recording.
"Assumed Scheduled Payment": With respect to any Mortgage Loan
that
is delinquent in respect of its Balloon Payment (including any REO
Loan as to
which the Balloon Payment would have been past due), an amount
equal to the sum
of (a) the principal portion of the Monthly Payment that would have
been due on
such Mortgage Loan on the related Due Date (or portion thereof not
received),
based on the constant Monthly Payment that would have been due on
such Mortgage
Loan on the related Due Date based on the constant payment required
by the
related Note or the amortization or payment schedule thereof (as
calculated with
interest at the related Mortgage Rate) (if any), assuming such
Balloon Payment
had not become due, after giving effect to any prior modification,
and (b)
interest at the applicable Net Mortgage Pass-Through Rate.
"Assumption Fees": Any fees collected by the Master Servicer or
Special Servicer in connection with an assumption or modification
of a Mortgage
Loan or the Loan Combination or substitution of a Borrower (or an
interest
therein) thereunder (in each case, as set forth in the related Loan
Documents)
permitted to be executed under the provisions of this
Agreement.
"Authenticating Agent": Any authenticating agent appointed by
the
Trustee pursuant to Section 3.20.
"Available Funds": For a Distribution Date, the sum of (i) all
previously undistributed Monthly Payments or other receipts on
account of
principal and interest (including Unscheduled Payments and any Net
REO Proceeds,
if any, transferred from an REO Account pursuant to Section
3.17(b), but
excluding any Excess Liquidation Proceeds) on or in respect of the
Mortgage
Loans, received by or on behalf of the Master Servicer in the
Collection Period
relating to such Distribution Date, (ii) all P&I Advances made
by the Master
Servicer or the Trustee, as applicable, in respect of the Mortgage
Loans as of
such Distribution Date, (iii) all other amounts received by the
Master Servicer
in such Collection Period (including the portion of Loss of Value
Payments
deposited into its Collection Account pursuant to Section 3.06(f))
and required
to be placed in the Collection Account by the Master Servicer
pursuant to
Section 3.05, (iv) without duplication, any late Monthly Payments
on or in
respect of the Mortgage Loans received after the end of the
Collection Period
relating to such Distribution Date but prior to the close of
business on the
Business Day prior to the Master Servicer Remittance Date, (v) any
Servicer
Prepayment Interest Shortfalls remitted by the Master Servicer to
its Collection
Account and (vi) with respect to the Distribution Date in March of
each calendar
year, the Withheld Amounts deposited in the Interest Reserve
Account by the
Trustee in accordance with Section 3.05(f) and (vii) with respect
to the first
Distribution Date, the Interest Deposit Amount, but excluding the
following:
(a) amounts permitted to be used to reimburse the Master
Servicer,
the
Special Servicer or the Trustee, as applicable, for previously
unreimbursed Advances and
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Workout-Delayed Reimbursement Amounts and interest thereon as
described in
Section
3.06;
(b) those portions of each payment of interest which represent
the
applicable
Servicing Fee and Trustee Fee and an amount representing any
applicable
Special Servicing Compensation;
(c) all amounts in the nature of late payment fees (to the
extent
not
applied to the reimbursement of the Advance Interest Amount
and/or
Additional
Trust Fund Expenses as provided in Section 3.06 hereof), Net
Prepayment
Interest Excess, Net Default Interest, extension fees, loan
service
transaction fees, demand fees, beneficiary statement charges,
Assumption
Fees and similar fees on the Mortgage Loans, which the Master
Servicer
or the Special Servicer is entitled to retain as Servicing
Compensation or Special Servicing Compensation, respectively;
(d) all amounts representing scheduled Monthly Payments on
Mortgage
Loans due
after the related Due Date;
(e) that portion of Net Liquidation Proceeds, Net Insurance
Proceeds
and Net
Condemnation Proceeds with respect to a Mortgage Loan which
represents
any unpaid Servicing Fee, Trustee Fee and Special Servicing
Compensation, to which the Master Servicer, any Sub-Servicer,
Trustee
and/or the
Special Servicer are entitled;
(f) all amounts representing certain fees and expenses,
including
indemnity
amounts, reimbursable or payable to the Master Servicer, the
Special
Servicer or the Trustee and other amounts permitted to be
retained
by the
Master Servicer or withdrawn by the Master Servicer from its
Collection
Account to the extent expressly set forth in this Agreement
(including, without limitation, as provided in Section 3.06 and
including
any
indemnities provided for herein), including interest thereon as
expressly
provided in this Agreement;
(g) any interest or investment income on funds on deposit in
the
Collection
Account or any interest on Permitted Investments in which such
funds may
be invested;
(h) all amounts received with respect to each Mortgage Loan
previously
purchased, repurchased or replaced from the Trust Fund pursuant
to
Sections 2.03(d), 3.18 or 9.01 during the related Collection Period
and
subsequent
to the date as of which such Mortgage Loan was purchased,
repurchased or replaced;
(i) the amount reasonably determined by the Trustee to be
necessary
to pay any
applicable federal, state or local taxes imposed on the
Upper-Tier
REMIC or the Lower-Tier REMIC under the circumstances and to
the extent
described in Section 4.05;
(j) Prepayment Premiums and Yield Maintenance Charges with
respect
to the
Mortgage Loans; and
(k) with respect to the Distribution Date occurring in (A)
January
of each
calendar year that is not a leap year and (B) February of each
calendar
year, in each case,
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unless
such Distribution Date is the final Distribution Date, the
Withheld
Amounts
deposited in the Interest Reserve Account by the Trustee in
accordance
with Section 3.05(f).
"B Loan" or "[_____] B Loan": The [____] B Loan identified in
the
preliminary statement.
"B Loan Noteholder" or "[_____] B Loan Noteholder": A holder of
the
[_____] B Loan.
"Balloon Loan": Any Mortgage Loan or Loan Combination that
requires
a payment of principal on the maturity date in excess of its
constant Monthly
Payment.
"Balloon Payment": With respect to each Balloon Loan, the
scheduled
payment of principal due on the Maturity Date (less principal
included in the
applicable amortization schedule or scheduled Monthly Payment).
"Base Interest Fraction": With respect to any Principal
Prepayment
on any Mortgage Loan and any of the [Class A-1], [Class A-2],
[Class A-3],
[Class A-4], [Class A-AB], [Class A-5A], [Class A-5B], [Class
A-1A], [Class
A-J], [Class B], [Class C], [Class D], [Class E], [Class F], [Class
G] and
[Class H] Certificates, a fraction (not greater than 1) (a) whose
numerator is
the greater of zero and the amount, if any, by which (i) the
Pass-Through Rate
on such Class of Certificates exceeds (ii) the yield rate (as
provided by the
Master Servicer) used in calculating the Prepayment Premium or
Yield Maintenance
Charge, as applicable, with respect to such Principal Prepayment
and (b) whose
denominator is the amount, if any, by which the (i) Mortgage Rate
on such
Mortgage Loan exceeds (ii) the yield rate (as provided by the
Master Servicer)
used in calculating the Prepayment Premium or Yield Maintenance
Charge, as
applicable, with respect to such Principal Prepayment; provided,
however, that
if such yield rate is greater than or equal to the lesser of (x)
the Mortgage
Rate on such Mortgage Loan and (y) the Pass-Through Rate described
in clause
(a)(i) above, then the Base Interest Fraction shall be zero.
"Beneficial Owner": With respect to a Global Certificate, the
Person
who is the beneficial owner of such Certificate as reflected on the
books of the
Depository or on the books of a Person maintaining an account with
such
Depository (directly as a Depository Participant or indirectly
through a
Depository Participant, in accordance with the rules of such
Depository) with
respect to such Classes. Each of the Trustee and the Master
Servicer shall have
the right to require, as a condition to acknowledging the status of
any Person
as a Beneficial Owner under this Agreement, that such Person
provide evidence at
its expense of its status as a Beneficial Owner hereunder.
"Borrower": With respect to any Mortgage Loan or Loan
Combination,
any obligor or obligors on any related Note or Notes.
"Borrower Account": As defined in Section 3.07(a).
"Breach": As defined in Section 2.03(d).
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"Business Day": Any day other than (i) a Saturday or a Sunday,
(ii)
a legal holiday in New York, New York, [________] or the principal
cities in
which the Master Servicer, Special Servicer or the Trustee conducts
servicing or
trust operations or (iii) a day on which banking institutions or
savings
associations in New York, New York, or [________] or the principal
cities in
which the Master Servicer, Special Servicer or the Trustee conduct
servicing or
trust operations are authorized or obligated by law or executive
order to be
closed.
"Cash Collateral Account": With respect to any Mortgage Loan or
Loan
Combination 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 the Lock-Box Account
monies are
swept on a regular basis for the benefit of the Trustee as
successor to the
Mortgage Loan Seller. 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 Mortgage Loan and Section 3.07, which Person shall
be taxed on
all reinvestment income or gain thereon in accordance with the
terms of the
related Mortgage Loan or Loan Combination. The Master Servicer
shall be
permitted to make withdrawals therefrom for deposit into its
Collection Account
or the Loan Combination Collection Account, as applicable. To the
extent not
inconsistent with the terms of the related Loan Documents, each
such Cash
Collateral Account shall be an Eligible Account.
"Cash Collateral Account Agreement": With respect to any
Mortgage
Loan or Loan Combination, the cash collateral account agreement, if
any, between
the related Originator and the related Borrower, pursuant to which
the related
Cash Collateral Account, if any, may have been established.
"Certificate": Any [Class A-1], [Class A-2], [Class A-3],
[Class
A-4], [Class A-AB], [Class A-5A], [Class A-5B], [Class A-1A],
[Class X-C],
[Class X-P], [Class A-J], [Class B], [Class C], [Class D], [Class
E], [Class F],
[Class G], [Class H], [Class J], [Class K], [Class L], [Class M],
[Class N],
[Class O], [Class P], [Class R] or [Class LR] Certificate issued,
authenticated
and delivered hereunder.
"Certificate Balance": With respect to any Class of
Certificates
(other than the [Class X-C], [Class X-P], [Class R] and [Class LR]
Certificates)
(a) on or prior to the first Distribution Date, an amount equal to
the aggregate
initial Certificate Balance of such Class, as specified in the
Preliminary
Statement hereto, (b) as of any date of determination after the
first
Distribution Date, the Certificate Balance of such Class of
Certificates on the
Distribution Date immediately prior to such date of determination
less any
distributions allocable to principal and any allocations of
Realized Losses made
thereon on such prior Distribution Date.
"Certificate Custodian": Initially, the Trustee; thereafter,
any
other Certificate Custodian acceptable to the Depository and
selected by the
Trustee.
"Certificate Register" and "Certificate Registrar": The
register
maintained and the registrar appointed pursuant to Section
5.02.
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"Certificateholder": The Person whose name is registered in the
Certificate Register subject to the following:
(a) except as provided in clauses (b) and (d), for the purpose
of
giving any
consent or taking any action pursuant to this Agreement, any
Certificate beneficially owned by the Depositor, the Master
Servicer, the
Special
Servicer, the Trustee, a Manager or a Borrower or any Person
known
to a
Responsible Officer of the Certificate Registrar to be an
Affiliate
of any
thereof shall be deemed not to be outstanding and the Voting
Rights
to which
it is entitled shall not be taken into account in determining
whether
the requisite percentage of Voting Rights necessary to effect
any
such
consent or take any such action has been obtained;
(b) for
purposes of obtaining the consent of Certificateholders to
an
amendment of this Agreement, any Certificates beneficially owned by
the
Master
Servicer or the Special Servicer or an Affiliate thereof shall
be
deemed to
be outstanding, unless such amendment relates to compensation
of
the Master
Servicer or the Special Servicer or benefits the Master
Servicer
or the Special Servicer (in its capacity as such) or any
Affiliate
thereof (other than solely in its capacity as
Certificateholder)
in any
material respect, in which case such Certificates shall be
deemed
not to be
outstanding;
(c) except as provided in clause (d) below, for purposes of
obtaining
the consent of Certificateholders to any action proposed to be
taken by
the Special Servicer with respect to a Specially Serviced Loan,
any
Certificates beneficially owned by the Special Servicer or an
Affiliate
thereof shall be deemed not to be outstanding;
(d) for the
purpose of exercising its rights as a member of the
Controlling Class or as a Controlling Class Representative (if
applicable), any Certificate beneficially owned by the Master
Servicer,
the
Special Servicer or an Affiliate thereof will be deemed
outstanding;
and
(e) for purposes of providing or distributing any reports,
statements
or other information required or permitted to be provided to a
Certificateholder hereunder, a Certificateholder shall include
any
Beneficial
Owner, or (subject to a confidentiality agreement attached
hereto as
Exhibit R) any Person identified by a Beneficial Owner as a
prospective transferee of a Certificate beneficially owned by
such
Beneficial
Owner, but only if the Trustee or another party hereto
furnishing
such report, statement or information has been provided with
the name
of the Beneficial Owner of the related Certificate or the
Person
identified
as a prospective transferee thereof. For purposes of the
foregoing,
the Depositor, the Master Servicer, the Special Servicer, the
Trustee,
the Paying Agent or other such Person may rely, without
limitation, on a Depository Participant listing from the Depository
or
statements
furnished by a Person that on their face appear to be
statements
from a Depository Participant to such Person indicating that
such
Person beneficially owns Certificates.
"Certifying Servicer": The Servicer, the Special Servicer [,
the
Trustee or Paying Agent, if applicable] or an Additional Servicer,
as the case
may be.
-14-
<PAGE>
"Class": With respect to the Certificates or Lower-Tier Regular
Interests, all of the Certificates or Lower-Tier Regular Interests
bearing the
same alphabetical and numerical Class designation.
"[Class A-1] Certificate": Any one of the Certificates executed
and
authenticated by the Trustee or the Authenticating Agent on behalf
of the
Depositor in substantially the form set forth in Exhibit A-1
hereto.
"[Class A-1] Pass-Through Rate": A per annum rate equal to
[__]%.
"[Class A-1A] Certificate": Any one of the Certificates executed
and
authenticated by the Trustee or the Authenticating Agent on behalf
of the
Depositor in substantially the form set forth in Exhibit A-8
hereto.
"[Class A-1A] Pass-Through Rate": A per annum rate equal to the
lesser of [__]% and the Weighted Average Net Mortgage Pass-Through
Rate.
"[Class A-1AL-1] Component": One of the [_] Components of the
[Class
X-C] Certificates having a Notional Amount equal to the Lower-Tier
Balance of
the [Class A-1AL-1] Interest.
"[Class A-1AL-1] Interest": A regular interest in the
Lower-Tier
REMIC entitled to monthly distributions payable thereto pursuant to
Section
4.01.
"[Class A-1AL-2] Component": One of the [_] Components of the
[Class
X-C] Certificates and one of the [_] Components of the [Class X-P]
Certificates,
having a Notional Amount equal to the Lower-Tier Balance of the
[Class A-1AL-2]
Interest.
"[Class A-1AL-2] Interest": A regular interest in the
Lower-Tier
REMIC entitled to monthly distributions payable thereto pursuant to
Section
4.01.
"[Class A-1AL-3] Component": One of the [_] Components of the
[Class
X-C] Certificates and one of the [_] Components of the [Class X-P]
Certificates,
having a Notional Amount equal to the Lower-Tier Balance of the
[Class A-1AL-3]
Interest.
"[Class A-1AL-3] Interest": A regular interest in the
Lower-Tier
REMIC entitled to monthly distributions payable thereto pursuant to
Section
4.01.
"[Class A-1AL-4] Component": One of the [_] Components of the
[Class
X-C] Certificates and one of the [_] Components of the [Class X-P]
Certificates,
having a Notional Amount equal to the Lower-Tier Balance of the
[Class A-1AL-4]
Interest.
"[Class A-1AL-4] Interest": A regular interest in the
Lower-Tier
REMIC entitled to monthly distributions payable thereto pursuant to
Section
4.01.
"[Class A-1AL-5] Component": One of the [_] Components of the
[Class
X-C] Certificates and one of the [_] Components of the [Class X-P]
Certificates,
having a Notional Amount equal to the Lower-Tier Balance of the
[Class A-1AL-5]
Interest.
-15-
<PAGE>
"[Class A-1AL-5] Interest": A regular interest in the
Lower-Tier
REMIC entitled to monthly distributions payable thereto pursuant to
Section
4.01.
"[Class A-1AL-6] Component": One of the [_] Components of the
[Class
X-C] Certificates and one of the [_] Components of the [Class X-P]
Certificates,
having a Notional Amount equal to the Lower-Tier Balance of the
[Class A-1AL-6]
Interest.
"[Class A-1AL-6] Interest": A regular interest in the
Lower-Tier
REMIC entitled to monthly distributions payable thereto pursuant to
Section
4.01.
"[Class A-1AL-7] Component": One of the [_] Components of the
[Class
X-C] Certificates and one of the [_] Components of the [Class X-P]
Certificates,
having a Notional Amount equal to the Lower-Tier Balance of the
[Class A-1AL-7]
Interest.
"[Class A-1AL-7] Interest": A regular interest in the
Lower-Tier
REMIC entitled to monthly distributions payable thereto pursuant to
Section
4.01.
"[Class A-1AL-8] Component": One of the [_] Components of the
[Class
X-C] Certificates and one of the [_] Components of the [Class X-P]
Certificates,
having a Notional Amount equal to the Lower-Tier Balance of the
[Class A-1AL-8]
Interest.
"[Class A-1AL-8] Interest": A regular interest in the
Lower-Tier
REMIC entitled to monthly distributions payable thereto pursuant to
Section
4.01.
"[Class A-1AL-9]
Component": One of the [_] Components of the [Class
X-C] Certificates and one of the [_] Components of the [Class X-P]
Certificates,
having a Notional Amount equal to the Lower-Tier Balance of the
[Class A-1AL-9]
Interest.
"[Class A-1AL-9] Interest": A regular interest in the
Lower-Tier
REMIC entitled to monthly distributions payable thereto pursuant to
Section
4.01.
"[Class A-1AL-10] Component": One of the [_] Components of the
[Class X-C] Certificates and one of the [_] Components of the
[Class X-P]
Certificates, having a Notional Amount equal to the Lower-Tier
Balance of the
[Class A-1AL-10] Interest.
"[Class A-1AL-10] Interest": A regular interest in the
Lower-Tier
REMIC entitled to monthly distributions payable thereto pursuant to
Section
4.01.
"[Class A-1AL-11] Component": One of the [_] Components of the
[Class X-C] Certificates and one of the [_] Components of the
[Class X-P]
Certificates, having a Notional Amount equal to the Lower-Tier
Balance of the
[Class A-1AL-11] Interest.
"[Class A-1AL-11] Interest": A regular interest in the
Lower-Tier
REMIC entitled to monthly distributions payable thereto pursuant to
Section
4.01.
"[Class A-1AL-12] Component": One of the [_] Components of the
[Class X-C] Certificates and one of the [_] Components of the
[Class X-P]
Certificates, having a Notional Amount equal to the Lower-Tier
Balance of the
[Class A-1AL-12] Interest.
-16-
<PAGE>
"[Class A-1AL-12] Interest": A regular interest in the
Lower-Tier
REMIC entitled to monthly distributions payable thereto pursuant to
Section
4.01.
"[Class A-1AL-13] Component": One of the [_] Components of the
[Class X-C] Certificates and one of the [_] Components of the
[Class X-P]
Certificates, having a Notional Amount equal to the Lower-Tier
Balance of the
[Class A-1AL-13] Interest.
"[Class A-1AL-13] Interest": A regular interest in the
Lower-Tier
REMIC entitled to monthly distributions payable thereto pursuant to
Section
4.01.
"[Class A-1AL-14] Component": One of the [_] Components of the
[Class X-C] Certificates and one of the [_] Components of the
[Class X-P]
Certificates, having a Notional Amount equal to the Lower-Tier
Balance of the
[Class A-1AL-14] Interest.
"[Class A-1AL-14] Interest": A regular interest in the
Lower-Tier
REMIC entitled to monthly distributions payable thereto pursuant to
Section
4.01.
"[Class A-1AL-15] Component": One of the [_] Components of the
[Class X-C] Certificates and one of the [_] Components of the
[Class X-P]
Certificates, having a Notional Amount equal to the Lower-Tier
Balance of the
[Class A-1AL-15] Interest.
"[Class A-1AL-15] Interest": A regular interest in the
Lower-Tier
REMIC entitled to monthly distributions payable thereto pursuant to
Section
4.01.
"Class A-1L-1 Component": One of the [_] Components of the
[Class
X-C] Certificates having a Notional Amount equal to the Lower-Tier
Balance of
the [Class A-1L-1] Interest.
"Class A-1L-1 Interest": A regular interest in the Lower-Tier
REMIC
entitled to monthly distributions payable thereto pursuant to
Section 4.01.
"[Class A-1L-2] Component": One of the [_] Components of the
[Class
X-C] Certificates and one of the [_] Components of the [Class X-P]
Certificates,
having a Notional Amount equal to the Lower-Tier Balance of the
[Class A-1L-2]
Interest.
"[Class A-1L-2] Interest": A regular interest in the Lower-Tier
REMIC entitled to monthly distributions payable thereto pursuant to
Section
4.01.
"[Class A-1L-3] Component": One of the [_] Components of the
[Class
X-C] Certificates and one of the [_] Components of the [Class X-P]
Certificates,
having a Notional Amount equal to the Lower-Tier Balance of the
[Class A-1L-3]
Interest.
"[Class A-1L-3] Interest": A regular interest in the Lower-Tier
REMIC entitled to monthly distributions payable thereto pursuant to
Section
4.01.
"[Class A-1L-4] Component": One of the [_] Components of the
[Class
X-C] Certificates and one of the [_] Components of the [Class X-P]
Certificates,
having a Notional Amount equal to the Lower-Tier Balance of the
[Class A-1L-4]
Interest.
-17-
<PAGE>
"[Class A-1L-4] Interest": A regular interest in the Lower-Tier
REMIC entitled to monthly distributions payable thereto pursuant to
Section
4.01.
"Class A-2 Certificate": Any one of the Certificates executed
and
authenticated by the Trustee or the Authenticating Agent on behalf
of the
Depositor in substantially the form set forth in Exhibit A-2
hereto.
"Class A-2 Pass-Through Rate": A per annum rate equal to [_]%.
"[Class A-2L-1] Component": One of the [_] Components of the
[Class
X-C] Certificates and one of the [_] Components of the [Class X-P]
Certificates,
having a Notional Amount equal to the Lower-Tier Balance of the
[Class A-1L-1]
Interest.
"[Class A-2L-1] Interest": A regular interest in the Lower-Tier
REMIC entitled to monthly distributions payable thereto pursuant to
Section
4.01.
"[Class A-2L-2] Component": One of the [_] Components of the
[Class
X-C] Certificates and one of the [_] Components of the [Class X-P]
Certificates,
having a Notional Amount equal to the Lower-Tier Balance of the
[Class A-2L-2]
Interest.
"[Class A-2L-2] Interest": A regular interest in the Lower-Tier
REMIC entitled to monthly distributions payable thereto pursuant to
Section
4.01.
"[Class A-2L-3] Component": One of the [_] Components of the
[Class
X-C] Certificates and one of the [_] Components of the [Class X-P]
Certificates,
having a Notional Amount equal to the Lower-Tier Balance of the
[Class A-2L-3]
Interest.
"[Class A-2L-3] Interest": A regular interest in the Lower-Tier
REMIC entitled to monthly distributions payable thereto pursuant to
Section
4.01.
"[Class A-2L-4] Component": One of the [_] Components of the
[Class
X-C] Certificates and one of the [_] Components of the [Class X-P]
Certificates,
having a Notional Amount equal to the Lower-Tier Balance of the
[Class A-2L-4]
Interest.
"[Class A-2L-4] Interest": A regular interest in the Lower-Tier
REMIC entitled to monthly distributions payable thereto pursuant to
Section
4.01.
"[Class A-2L-5] Component": One of the [_] Components of the
[Class
X-C] Certificates and one of the [_] Components of the [Class X-P]
Certificates,
having a Notional Amount equal to the Lower-Tier Balance of the
[Class A-2L-5]
Interest.
"[Class A-2L-5] Interest": A regular interest in the Lower-Tier
REMIC entitled to monthly distributions payable thereto pursuant to
Section
4.01.
"[Class A-2L-6] Component": One of the [_] Components of the
[Class
X-C] Certificates and one of the [_] Components of the [Class X-P]
Certificates,
having a Notional Amount equal to the Lower-Tier Balance of the
[Class A-2L-6]
Interest.
-18-
<PAGE>
"[Class A-2L-6] Interest": A regular interest in the Lower-Tier
REMIC entitled to monthly distributions payable thereto pursuant to
Section
4.01.
"Class A-3 Certificate": Any one of the Certificates executed
and
authenticated by the Trustee or the Authenticating Agent on behalf
of the
Depositor in substantially the form set forth in Exhibit A-3
hereto.
"Class A-3 Pass-Through Rate": A per annum rate equal to [_]%.
"[Class A-3L] Component": One of the [_] Components of the
[Class
X-C] Certificates and one of the [_] Components of the [Class X-P]
Certificates,
having a Notional Amount equal to the Lower-Tier Balance of the
[Class A-3L]
Interest.
"[Class A-3L] Interest": A regular interest in the Lower-Tier
REMIC
entitled to monthly distributions payable thereto pursuant to
Section 4.01.
"Class A-4 Certificate": Any one of the Certificates executed
and
authenticated by the Trustee or the Authenticating Agent on behalf
of the
Depositor in substantially the form set forth in Exhibit A-4
hereto.
"Class A-4 Pass-Through Rate": A per annum rate equal to the
lesser
of the Weighted Average Net Mortgage Pass-Through Rate and
[_]%.
"[Class A-4L] Component": One of the [_] Components of the
[Class
X-C] Certificates and one of the [_] Components of the [Class X-P]
Certificates,
having a Notional Amount equal to the Lower-Tier Balance of the
[Class A-4L]
Interest.
"[Class A-4L] Interest": A regular interest in the Lower-Tier
REMIC
entitled to monthly distributions payable thereto pursuant to
Section 4.01.
"[Class A-AB] Certificate": Any one of the Certificates executed
and
authenticated by the Trustee or the Authenticating Agent on behalf
of the
Depositor in substantially the form set forth in Exhibit A-5
hereto.
"[Class A-AB] Pass-Through Rate": A per annum rate equal to
[_]%.
"[Class A-ABL-1] Component": One of the [_] Components of the
[Class
X-C] Certificates and one of the [_] Components of the [Class X-P]
Certificates,
having a Notional Amount equal to the Lower-Tier Balance of the
[Class A-ABL-1]
Interest.
"[Class A-ABL-1] Interest": A regular interest in the
Lower-Tier
REMIC entitled to monthly distributions payable thereto pursuant to
Section
4.01.
"[Class A-ABL-2] Component": One of the [_] Components of the
[Class
X-C] Certificates and one of the [_] Components of the [Class X-P]
Certificates,
having a Notional Amount equal to the Lower-Tier Balance of the
[Class A-ABL-2]
Interest.
"[Class A-ABL-2] Interest": A regular interest in the
Lower-Tier
REMIC entitled to monthly distributions payable thereto pursuant to
Section
4.01.
-19-
<PAGE>
"Class A-5 Certificate": Reference in this Agreement to the
[Class
A-5] Certificates means the [Class A-5A] Certificates and the
[Class A-5B]
Certificates.
"[Class A-5A] Certificate": Any one of the Certificates executed
and
authenticated by the Trustee or the Authenticating Agent on behalf
of the
Depositor in substantially the form set forth in Exhibit A-6
hereto.
"[Class A-5A] Pass-Through Rate": A per annum rate equal to the
lesser of [_]% and the Weighted Average Net Mortgage Pass-Through
Rate.
"[Class A-5AL-1] Component": One of the [_] Components of the
[Class
X-C] Certificates and one of the [_] Components of the [Class X-P]
Certificates,
having a Notional Amount equal to the Lower-Tier Balance of the
[Class A-1L-1]
Interest.
"[Class A-5AL-1] Interest": A regular interest in the
Lower-Tier
REMIC entitled to monthly distributions payable thereto pursuant to
Section
4.01.
"[Class A-5AL-2]
Component": One of the [_] Components of the [Class
X-C] Certificates and one of the [_] Components of the [Class X-P]
Certificates,
having a Notional Amount equal to the Lower-Tier Balance of the
[Class A-5AL-2]
Interest.
"[Class A-5AL-2] Interest": A regular interest in the
Lower-Tier
REMIC entitled to monthly distributions payable thereto pursuant to
Section
4.01.
"[Class A-5AL-3] Component": One of the [_] Components of the
[Class
X-C] Certificates and one of the [_] Components of the [Class X-P]
Certificates,
having a Notional Amount equal to the Lower-Tier Balance of the
[Class A-5AL-3]
Interest.
"[Class A-5AL-3] Interest": A regular interest in the
Lower-Tier
REMIC entitled to monthly distributions payable thereto pursuant to
Section
4.01.
"[Class A-5AL-4] Component": One of the [_] Components of the
[Class
X-C] Certificates and one of the [_] Components of the [Class X-P]
Certificates,
having a Notional Amount equal to the Lower-Tier Balance of the
[Class A-5AL-4]
Interest.
"[Class A-5AL-4] Interest": A regular interest in the
Lower-Tier
REMIC entitled to monthly distributions payable thereto pursuant to
Section
4.01.
"[Class A-5AL-5] Component": One of the [_] Components of the
[Class
X-C] Certificates and one of the [_] Components of the [Class X-P]
Certificates,
having a Notional Amount equal to the Lower-Tier Balance of the
[Class A-5AL-5]
Interest.
"[Class A-5AL-5] Interest": A regular interest in the
Lower-Tier
REMIC entitled to monthly distributions payable thereto pursuant to
Section
4.01.
"[Class A-5AL-6] Component": One of the [_] Components of the
[Class
X-C] Certificates and one of the [_] Components of the [Class X-P]
Certificates,
having a Notional Amount equal to the Lower-Tier Balance of the
[Class A-5AL-6]
Interest.
-20-
<PAGE>
"[Class A-5AL-6] Interest": A regular interest in the
Lower-Tier
REMIC entitled to monthly distributions payable thereto pursuant to
Section
4.01.
"[Class A-5B] Certificate": Any one of the Certificates executed
and
authenticated by the Trustee or the Authenticating Agent on behalf
of the
Depositor in substantially the form set forth in Exhibit A-7
hereto.
"[Class A-5B] Pass-Through Rate": A per annum rate equal to the
lesser of [_]% and the Weighted Average Net Mortgage Pass-Through
Rate.
"[Class A-5BL] Component": One of the [_] Components of the
[Class
X-C] Certificates and one of the [_] Components of the [Class X-P]
Certificates,
having a Notional Amount equal to the Lower-Tier Balance of the
[Class A-5BL]
Interest.
"[Class A-5BL] Interest": A regular interest in the Lower-Tier
REMIC
entitled to monthly distributions payable thereto pursuant to
Section 4.01.
"[Class A-J] Certificate": Any one of the Certificates executed
and
authenticated by the Trustee or the Authenticating Agent on behalf
of the
Depositor in substantially the form set forth in Exhibit A-11
hereto.
"[Class A-J] Pass-Through Rate": A per annum rate equal to the
lesser of [_]% and the Weighted Average Net Mortgage Pass-Through
Rate.
"[Class A-JL] Component": One of the [_] Components of the
[Class
X-C] Certificates and one of the [_] Components of the [Class X-P]
Certificates,
having a Notional Amount equal to the Lower-Tier Balance of the
[Class A-JL]
Interest.
"[Class A-JL] Interest": A regular interest in the Lower-Tier
REMIC
entitled to monthly distributions payable thereto pursuant to
Section 4.01.
"[Class B] Certificate": Any one of the Certificates executed
and
authenticated by the Trustee or the Authenticating Agent on behalf
of the
Depositor in substantially the form set forth in Exhibit A-12
hereto.
"[Class B] Pass-Through Rate": A per annum rate equal to the
Weighted Average Net Mortgage Pass-Through Rate minus [_]%.
"[Class B-L] Component": One of the [_] Components of the
[Class
X-C] Certificates and one of the [_] Components of the [Class X-P]
Certificates,
having a Notional Amount equal to the Lower-Tier Balance of the
[Class B-L]
Interest.
"[Class B-L] Interest": A regular interest in the Lower-Tier
REMIC
entitled to monthly distributions payable thereto pursuant to
Section 4.01.
"[Class C] Certificate": Any one of the Certificates executed
and
authenticated by the Trustee or the Authenticating Agent on behalf
of the
Depositor in substantially the form set forth in Exhibit A-13
hereto.
-21-
<PAGE>
"[Class C] Pass-Through Rate": A per annum rate equal to the
Weighted Average Net Mortgage Pass-Through Rate minus [_]%.
"[Class C-L] Component": One of the [_] Components of the
[Class
X-C] Certificates and one of the [_] Components of the [Class X-P]
Certificates,
having a Notional Amount equal to the Lower-Tier Balance of the
[Class C] -L
Interest.
"[Class C-L] Interest": A regular interest in the Lower-Tier
REMIC
entitled to monthly distributions payable thereto pursuant to
Section 4.01.
"[Class D] Certificate": Any one of the Certificates executed
and
authenticated by the Trustee or the Authenticating Agent on behalf
of the
Depositor in substantially the form set forth in Exhibit A-14
hereto.
"[Class D] Pass-Through Rate": A per annum rate equal to the
Weighted Average Net Mortgage Pass-Through Rate.
"[Class D-L-1] Component": One of the [_] Components of the
[Class
X-C] Certificates and one of the [_] Components of the [Class X-P]
Certificates,
having a Notional Amount equal to the Lower-Tier Balance of the
[Class D-L-1]
Interest.
"[Class D-L-1] Interest": A regular interest in the Lower-Tier
REMIC
entitled to monthly distributions payable thereto pursuant to
Section 4.01.
"[Class D-L-2] Component": One of the [_] Components of the
[Class
X-C] Certificates and one of the [_] Components of the [Class X-P]
Certificates,
having a Notional Amount equal to the Lower-Tier Balance of the
[Class D-L-2]
Interest.
"[Class D-L-2] Interest": A regular interest in the Lower-Tier
REMIC
entitled to monthly distributions payable thereto pursuant to
Section 4.01.
"[Class E]
Certificate": Any one of the Certificates executed and
authenticated by the Trustee or the Authenticating Agent on behalf
of the
Depositor in substantially the form set forth in Exhibit A-15
hereto.
"[Class E] Pass-Through Rate": A per annum rate equal to the
Weighted Average Net Mortgage Pass-Through Rate.
"[Class E-L-1] Component": One of the [_] Components of the
[Class
X-C] Certificates and one of the [_] Components of the [Class X-P]
Certificates,
having a Notional Amount equal to the Lower-Tier Balance of the
[Class E-L-1]
Interest.
"[Class E-L-1] Interest": A regular interest in the Lower-Tier
REMIC
entitled to monthly distributions payable thereto pursuant to
Section 4.01.
"[Class E-L-2] Component": One of the [_] Components of the
[Class
X-C] Certificates and one of the [_] Components of the [Class X-P]
Certificates,
having a Notional Amount equal to the Lower-Tier Balance of the
[Class E-L-2]
Interest.
-22-
<PAGE>
"[Class E-L-2] Interest": A regular interest in the Lower-Tier
REMIC
entitled to monthly distributions payable thereto pursuant to
Section 4.01.
"[Class E-L-3] Component": One of the [_] Components of the
[Class
X-C] Certificates and one of the [_] Components of the [Class X-P]
Certificates,
having a Notional Amount equal to the Lower-Tier Balance of the
[Class E-L-3]
Interest.
"[Class E-L-3] Interest": A regular interest in the Lower-Tier
REMIC
entitled to monthly distributions payable thereto pursuant to
Section 4.01.
"[Class E-L-4] Component": One of the [_] Components of the
[Class
X-C] Certificates and one of the [_] Components of the [Class X-P]
Certificates,
having a Notional Amount equal to the Lower-Tier Balance of the
[Class E-L-4]
Interest.
"[Class E-L-4] Interest": A regular interest in the Lower-Tier
REMIC
entitled to monthly distributions payable thereto pursuant to
Section 4.01.
"[Class F] Certificate": Any one of the Certificates executed
and
authenticated by the Trustee or the Authenticating Agent on behalf
of the
Depositor in substantially the form set forth in Exhibit A-16
hereto.
"[Class F] Pass-Through Rate": A per annum rate equal to the
Weighted Average Net Mortgage Pass-Through Rate.
"[Class F-L-1] Component": One of the [_] Components of the
[Class
X-C] Certificates and one of the [_] Components of the [Class X-P]
Certificates,
having a Notional Amount equal to the Lower-Tier Balance of the
[Class F-L-1]
Interest.
"[Class F-L-1] Interest": A regular interest in the Lower-Tier
REMIC
entitled to monthly distributions payable thereto pursuant to
Section 4.01.
"[Class F-L-2] Component": One of the [_] Components of the
[Class
X-C] Certificates and one of the [_] Components of the [Class X-P]
Certificates,
having a Notional Amount equal to the Lower-Tier Balance of the
[Class F-L-2]
Interest.
"[Class F-L-2] Interest": A regular interest in the Lower-Tier
REMIC
entitled to monthly distributions payable thereto pursuant to
Section 4.01.
"[Class G] Certificate": Any one of the Certificates executed
and
authenticated by the Trustee or the Authenticating Agent on behalf
of the
Depositor in substantially the form set forth in Exhibit A-17
hereto.
"[Class G] Pass-Through Rate": A per annum rate equal to the
Weighted Average Net Mortgage Pass-Through Rate.
"[Class G-L-1] Component": One of the [_] Components of the
[Class
X-C] Certificates and one of the [_] Components of the [Class X-P]
Certificates,
having a Notional Amount equal to the Lower-Tier Balance of the
[Class G-L-1]
Interest.
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<PAGE>
"[Class G-L-1] Interest": A regular interest in the Lower-Tier
REMIC
entitled to monthly distributions payable thereto pursuant to
Section 4.01.
"[Class G-L-2] Component": One of the [_] Components of the
[Class
X-C] Certificates and one of the [_] Components of the [Class X-P]
Certificates,
having a Notional Amount equal to the Lower-Tier Balance of the
[Class G-L-2]
Interest.
"[Class G-L-2] Interest": A regular interest in the Lower-Tier
REMIC
entitled to monthly distributions payable thereto pursuant to
Section 4.01.
"[Class G-L-3] Component": One of the [_] Components of the
[Class
X-C] Certificates and one of the [_] Components of the [Class X-P]
Certificates,
having a Notional Amount equal to the Lower-Tier Balance of the
[Class G-L-3]
Interest.
"[Class G-L-3] Interest": A regular interest in the Lower-Tier
REMIC
entitled to monthly distributions payable thereto pursuant to
Section 4.01.
"[Class H] Certificate": Any one of the Certificates executed
and
authenticated by the Trustee or the Authenticating Agent on behalf
of the
Depositor in substantially the form set forth in Exhibit A-18
hereto.
"[Class H] Pass-Through Rate": A per annum rate equal to the
Weighted Average Net Mortgage Pass-Through Rate.
"[Class H-L-1] Component": One of the [_] Components of the
[Class
X-C] Certificates and one of the [_] Components of the [Class X-P]
Certificates,
having a Notional Amount equal to the Lower-Tier Balance of the
[Class H-L-1]
Interest.
"[Class H-L-1] Interest": A regular interest in the Lower-Tier
REMIC
entitled to monthly distributions payable thereto pursuant to
Section 4.01.
"[Class H-L-2] Component": One of the [_] Components of the
[Class
X-C] Certificates and one of the [_] Components of the [Class X-P]
Certificates,
having a Notional Amount equal to the Lower-Tier Balance of the
[Class H-L-2]
Interest.
"[Class H-L-2] Interest": A regular interest in the Lower-Tier
REMIC
entitled to monthly distributions payable thereto pursuant to
Section 4.01.
"Class Interest Shortfall": On any Distribution Date for any
Class
of Certificates, the amount of interest required to be distributed
to the
Holders of such Class pursuant to Section 4.01(b) on such
Distribution Date
minus the amount of interest actually distributed to such Holders
pursuant to
such Section, if any.
"[Class J] Certificate": Any one of the Certificates executed
and
authenticated by the Trustee or the Authenticating Agent on behalf
of the
Depositor in substantially the form set forth in Exhibit A-19
hereto.
"[Class J] Pass-Through Rate": A per annum rate equal to the
lesser
of [_]% per annum and the Weighted Average Net Mortgage
Pass-Through Rate.
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<PAGE>
"[Class J-L-1] Component": One of the [_] Components of the
[Class
X-C] Certificates and one of the [_] Components of the [Class X-P]
Certificates,
having a Notional Amount equal to the Lower-Tier Balance of the
[Class J-L-1]
Interest.
"[Class J-L-1] Interest": A regular interest in the Lower-Tier
REMIC
entitled to monthly distributions payable thereto pursuant to
Section 4.01.
"[Class J-L-2] Component": One of the [_] Components of the
[Class
X-C] Certificates and one of the [_] Components of the [Class X-P]
Certificates,
having a Notional Amount equal to the Lower-Tier Balance of the
[Class J-L-2]
Interest.
"[Class J-L-2] Interest": A regular interest in the Lower-Tier
REMIC
entitled to monthly distributions payable thereto pursuant to
Section 4.01.
"[Class K] Certificate": Any one of the Certificates executed
and
authenticated by the Trustee or the Authenticating Agent on behalf
of the
Depositor in substantially the form set forth in Exhibit A-20
hereto.
"[Class K] Pass-Through Rate": A per annum rate equal to the
lesser
of [_]% per annum and the Weighted Average Net Mortgage
Pass-Through Rate.
"[Class K-L-1] Component": One of the [_] Components of the
[Class
X-C] Certificates and one of the [_] Components of the [Class X-P]
Certificates,
having a Notional Amount equal to the Lower-Tier Balance of the
[Class K-L-1]
Interest.
"[Class K-L-1] Interest": A regular interest in the Lower-Tier
REMIC
entitled to monthly distributions payable thereto pursuant to
Section 4.01.
"[Class K-L-2] Component": One of the [_] Components of the
[Class
X-C] Certificates and one of the [_] Components of the [Class X-P]
Certificates,
having a Notional Amount equal to the Lower-Tier Balance of the
[Class K-L-2]
Interest.
"[Class K-L-2] Interest": A regular interest in the Lower-Tier
REMIC
entitled to monthly distributions payable thereto pursuant to
Section 4.01.
"[Class L] Certificate": Any one of the Certificates executed
and
authenticated by the Trustee or the Authenticating Agent on behalf
of the
Depositor in substantially the form set forth in Exhibit A-21
hereto.
"[Class L]
Pass-Through Rate": A per annum rate equal to the lesser
of [_]% per annum and the Weighted Average Net Mortgage
Pass-Through Rate.
"[Class L-L] Component": One of the [_] Components of the
[Class
X-C] Certificates and one of the [_] Components of the [Class X-P]
Certificates,
having a Notional Amount equal to the Lower-Tier Balance of the
[Class L-L]
Interest.
"[Class L-L] Interest": A regular interest in the Lower-Tier
REMIC
entitled to monthly distributions payable thereto pursuant to
Section 4.01.
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<PAGE>
"Class LR Certificate": Any one of the Certificates executed
and
authenticated by the Trustee or the Authenticating Agent on behalf
of the
Depositor in substantially the form set forth in Exhibit A-27
hereto. The [Class
LR] Certificates have no Pass-Through Rate, Certificate Balance or
Notional
Balance.
"[Class M] Certificate": Any one of the Certificates executed
and
authenticated by the Trustee or the Authenticating Agent on behalf
of the
Depositor in substantially the form set forth in Exhibit A-22
hereto.
"[Class M] Pass-Through Rate": A per annum rate equal to the
lesser
of [_]% per annum and the Weighted Average Net Mortgage
Pass-Through Rate.
"[Class M-L] Component": One of the [_] Components of the
[Class
X-C] Certificates having a Notional Amount equal to the Lower-Tier
Balance of
the [Class M-L] Interest.
"[Class M-L] Interest": A regular interest in the Lower-Tier
REMIC
entitled to monthly distributions payable thereto pursuant to
Section 4.01.
"[Class N] Certificate": Any one of the Certificates executed
and
authenticated by the Trustee or the Authenticating Agent on behalf
of the
Depositor in substantially the form set forth in Exhibit A-23
hereto.
"[Class N] Pass-Through Rate": A per annum rate equal to the
lesser
of [_]% per annum and the Weighted Average Net Mortgage
Pass-Through Rate.
"[Class N-L] Component": One of the [_] Components of the
[Class
X-C] Certificates having a Notional Amount equal to the Lower-Tier
Balance of
the [Class N-L] Interest.
"[Class N-L] Interest": A regular interest in the Lower-Tier
REMIC
entitled to monthly distributions payable thereto pursuant to
Section 4.01.
"[Class O] Certificate": Any one of the Certificates executed
and
authenticated by the Trustee or the Authenticating Agent on behalf
of the
Depositor in substantially the form set forth in Exhibit A-24
hereto.
"[Class O] Pass-Through Rate": A per annum rate equal to the
lesser
of [_]% per annum and the Weighted Average Net Mortgage
Pass-Through Rate.
"[Class O-L] Component": One of the [_] Components of the
[Class
X-C] Certificates having a Notional Amount equal to the Lower-Tier
Balance of
the [Class O-L] Interest.
"[Class O-L] Interest": A regular interest in the Lower-Tier
REMIC
entitled to monthly distributions payable thereto pursuant to
Section 4.01.
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<PAGE>
"[Class P] Certificate": Any one of the Certificates executed
and
authenticated by the Trustee or the Authenticating Agent on behalf
of the
Depositor in substantially the form set forth in Exhibit A-25
hereto.
"[Class P] Pass-Through Rate": A per annum rate equal to the
lesser
of [_]% per annum and the Weighted Average Net Mortgage
Pass-Through Rate.
"[Class P-L] Component": One of the [_] Components of the
[Class
X-C] Certificates having a Notional Amount equal to the Lower-Tier
Balance of
the [Class P-L] Interest.
"[Class P-L] Interest": A regular interest in the Lower-Tier
REMIC
entitled to monthly distributions payable thereto pursuant to
Section 4.01.
"Class R Certificate": Any one of the Certificates executed and
authenticated by the Trustee or the Authenticating Agent on behalf
of the
Depositor in substantially the form set forth in Exhibit A-26
hereto. The [Class
R] Certificates have no Pass-Through Rate, Certificate Balance or
Notional
Balance.
"[Class X] Certificate": Any [Class X-C] or [Class X-P]
Certificate.
"[Class X-C] Certificate": Any one of the Certificates executed
and
authenticated by the Trustee or the Authenticating Agent on behalf
of the
Depositor in substantially the form set forth in Exhibit A-9
hereto.
"[Class X-C] Interest Amount": With respect to any Distribution
Date
and the related Interest Accrual Period, interest equal to the
product of (i)
one-twelfth of a per annum rate equal to the weighted average of
the [Class X-C]
Strip Rates for each of the Components, weighted on the basis of
the respective
Notional Amounts of such Components as of the beginning of such
Distribution
Date and (ii) the [Class X-C] Notional Amount for such Distribution
Date.
"[Class X-C] Notional Amount": For any date of determination,
the
aggregate of the Lower-Tier Principal Balance of the Lower-Tier
Regular
Interests as of the preceding Distribution Date (after giving
effect to the
distributions of principal on such Distribution Date), and in the
case of the
first Distribution Date, as of the Closing Date.
"[Class X-C] Pass-Through Rate": With respect to any
Distribution
Date, the weighted average of the [Class X-C] Strip Rates for the
respective
Components of the [Class X-C] Notional Amount for such Distribution
Date,
weighted on the basis of the respective Notional Amounts of such
Components
outstanding immediately prior to such Distribution Date.
"[Class X-C] Strip Rate": With respect to any Class of
Components
(other than Components that are also [Class X-P] Components) for
any
Distribution Date, the (i) the Weighted Average Net Mortgage
Pass-Through Rate
for such Distribution Date over (ii) the Pass-Through Rate for the
Corresponding
Certificate. With respect to each Class of Components that are also
[Class X-P]
Components (A) for any Distribution Date occurring on or before the
related
[Class X-P] Component Crossover Date, the excess, if any, of the
Weighted
Average Net
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<PAGE>
Mortgage Pass-Through Rate for such Distribution Date over (1) with
respect to
each of the [Class B-L] Component and the [Class C-L] Component,
the sum of the
(I) the [Class X-P] Fixed Strip Rate and (II) the Pass-Through Rate
for the
[Class B] Certificates (with respect to the Corresponding Component
of the
[Class B] Certificates) and C Certificates (with respect to the
Corresponding
Component of the [Class C] Certificates) for such Distribution Date
and (2) for
each other [Class X-P] Component, the greater of (x) the
Pass-Through Rate for
the Corresponding Certificates and (y) the rate per annum
corresponding to such
Distribution Date as set forth in Schedule I attached hereto, and
(B) for any
Distribution Date occurring after the related [Class X-P] Component
Crossover
Date, the excess, if any, of (i) the Weighted Average Net Mortgage
Pass-Through
Rate for such Distribution Date over the (ii) Pass-Through Rate for
the
Corresponding Certificates. In no event will any [Class X-C] Strip
Rate be less
than zero.
"[Class X-P] Certificate": Any one of the Certificates executed
and
authenticated by the Trustee or the Authenticating Agent on behalf
of the
Depositor in substantially the form set forth in Exhibit A-10
hereto.
"[Class X-P] Component": Each of the [Class A-1L-2] Component,
the
[Class A-1L-3] Component, the [Class A-1L-4] Component, the [Class
A-2L-1]
Component, the [Class A-2L-2] Component, the [Class A-2L-3]
Component, the
[Class A-2L-4] Component, the [Class A-2L-5] Component, the [Class
A-2L-6]
Component, the [Class A-3L] Component, the [Class A-4L] Component,
the [Class
A-ABL-1] Component, the [Class A-ABL-2] Component, the [Class
A-5AL-1]
Component, the [Class A-5AL-2] Component, the [Class A-5AL-3]
Component, the
[Class A-5AL-4] Component, the [Class A-5AL-5] Component, the
[Class A-5AL-6]
Component, the [Class A-5BL] Component, the [Class A-1AL-2]
Component, the
[Class A-1AL-3] Component, the [Class A-1AL-4] Component, the
[Class A-1AL-5]
Component, the [Class A-1AL-6] Component, the [Class A-1AL-7]
Component, the
[Class A-1AL-8] Component, the [Class A-1AL-9] Component, the
[Class A-1AL-10]
Component, the [Class A-1AL-11] Component, the [Class A-1AL-12]
Component, the
[Class A-1AL-13] Component, the [Class A-1AL-14] Component, the
[Class A-1AL-15]
Component, the [Class A-JL] Component, the [Class B-L] Component,
the [Class
C-L] Component, the [Class D-L-1] Component, the [Class D-L-2]
Component, the
[Class E-L-1] Component, the [Class E-L-2] Component, the [Class
E-L-3]
Component, the [Class E-L-4] Component, the [Class F-L-1]
Component, the [Class
F-L-2] Component, the [Class G-L-1] Component, the [Class G-L-2]
Component, the
[Class G-L-3] Component, the [Class H-L-1] Component, the [Class
H-L-2]
Component, the [Class J-L-1] Component, the [Class J-L-2]
Component, the [Class
K-L-1] Component, the [Class K-L-2] Component and the [Class L-L]
Component.
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<PAGE>
"[Class X-P]
Component Crossover Date": With respect to each Component set
forth in the table below, the Distribution Date occurring in the
month and year
set forth in the table below:
Component
Cross-Over Date
---------------------------------------------------------------
---------------
(1) [Class A-1L-2] Component and [Class A-1AL-2] Component....
[________]
(2) [Class A-1L-3] Component, [Class A-2L-1] Component and
[Class A-1AL-3]
Component................................... [________]
(3) [Class A-1L-4] Component, [Class A-2L-2] Component and
[Class A-1AL-4]
Component................................... [________]
(4) [Class A-1AL-5] Component, [Class A-2L-3] Component,
[Class K-L-1]
Component and [Class L-L] Component........... [________]
(5) [Class A-1AL-6] Component, [Class A-2L-4] Component,
[Class J-L-1]
Component and [Class K-L-2] Component......... [________]
(6) [Class A-1AL-7] Component, [Class A-2L-5] Component,
[Class H-L-1]
Component and [Class J-L-2] Component......... [________]
(7) [Class A-1AL-8] Component, [Class A-2L-6] Component,
[Class A-3L]
Component, [Class A-4L] Component, [Class G-L-1]
Component and [Class
H-L-2] Component....................... [________]
(8) [Class A-1AL-9] Component, [Class A-ABL-1] Component and
[Class G-L-2]
Component..................................... [________]
(9) [Class A-1AL-10] Component, [Class A-5AL-1] Component,
[Class A-ABL-1]
Component, [Class F-L-1] Component and
[Class G-L-3]
Component..................................... [________]
(10) [Class A-1AL-11] Component, [Class A-5AL-2] Component,
[Class E-L-1]
Component and [Class F-L-2] Component......... [________]
(11) [Class A-1AL-12] Component, [Class A-5AL-3] Component and
[Class E-L-2]
Component..................................... [________]
(12) [Class A-1AL-13] Component, [Class A-5AL-4] Component and
[Class E-L-3]
Component..................................... [________]
(13) [Class A-1AL-14] Component, [Class A-5AL-5] Component,
[Class D-L-1]
Component and [Class E-L-4] Component......... [________]
(14) [Class A-1AL-15] Component, [Class A-5AL-6] Component,
[Class A-5BL]
Component, [Class A-JL] Component, [Class B-L]
Component, [Class C-L]
Component and [Class D-L-2] Component [________]
"[Class X-P] Fixed Strip Rate": A per annum rate equal to (i)
[__]%,
with respect to the Corresponding Components relating to the [Class
B]
Certificates and (ii) [__]%, with respect to the Corresponding
Components
relating to the [Class C] Certificates.
"[Class X-P] Notional Amount": With respect to any Distribution
Date, the aggregate of the Notional Amounts of the [Class X-P]
Components as of
the close of business on the preceding Distribution Date, excluding
those [Class
X-P] Components for which the [Class X-P] Component Crossover Date
has
previously passed.
"[Class X-P] Pass-Through Rate": With respect to any
Distribution
Date subsequent to the initial Distribution Date and on or before
the
Distribution Date in [________],
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<PAGE>
the weighted average of the [Class X-P] Strip Rates for the
respective
Components of the [Class X-P] Notional Amount, weighted on the
basis of the
respective balances of such Components outstanding immediately
prior to such
Distribution Date.
"[Class X-P] Strip Rate": With respect to each of the [Class
X-P]
Components (A) for any Distribution Date occurring on or before the
related
[Class X-P] Component Crossover Date, (1) with respect to each of
the [Class
B-L] Component and the [Class C-L] Component, the applicable [Class
X-P] Fixed
Rate and (2) with respect to each other [Class X-P] Component, the
excess, if
any, of (x) the lesser of (i) the rate per annum corresponding to
such
Distribution Date as set forth in Schedule I attached hereto and
(ii) the
Weighted Average Net Mortgage Pass-Through Rate for such
Distribution Date over
(y) the Pass-Through Rate for the Corresponding Certificates, and
(B) for any
Distribution Date occurring after the related [Class X-P] Component
Crossover
Date, equal to zero. In no event will any [Class X-P] Strip Rate be
less than
zero.
"Clearstream": Clearstream Banking Luxembourg, a division of
Clearstream International, societe anonyme.
"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, certificateholders,
issuers,
placement agents and underwriters generally involved in the
commercial mortgage
loan securitization industry, which is the principal such
association or
organization in the commercial mortgage loan securitization
industry and whose
principal purpose is the establishment of industry standards for
reporting
transaction-specific information relating to commercial mortgage
pass-through
certificates and commercial mortgage-backed bonds and the
commercial mortgage
loans and foreclosed properties underlying or backing them to
investors holding
or owning such certificates or bonds, and any successor to such
other
association or organization. If an organization or association
described in one
of the preceding sentences of this definition does not exist,
"CMSA" shall be
deemed to refer to such other association or organization as shall
be selected
by the Master Servicer and reasonably acceptable to the Trustee,
the Special
Servicer and the Controlling Class Representative.
"CMSA Bond Level File": A data file substantially in the form
of,
and containing the information called for in, the downloadable form
of the "Bond
Level File" available as of the Closing Date on the CMSA Website,
or such other
form for the presentation of such information and containing such
additional
information as may from time to time be promulgated as recommended
by the CMSA
for commercial mortgage securities transactions generally and,
insofar as it
requires the presentation of information in addition to that called
for by the
form of the "Bond Level File" available as of the Closing Date on
the CMSA
Website, is reasonably acceptable to the Trustee.
"CMSA Collateral Summary File": The data file substantially in
the
form of, and containing the information called for in, the
downloadable form of
the "CMSA Collateral Summary File" available as of the Closing Date
on the CMSA
Website, or such other form for
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<PAGE>
the presentation of such information and containing such additional
information
as may from time to time be promulgated as recommended by the CMSA
for
commercial mortgage securities transactions generally and, insofar
as it
requires the presentation of information in addition to that called
for by the
form of the "CMSA Collateral Summary File" available as of the
Closing Date on
the CMSA Website, is reasonably acceptable to the Trustee.
"CMSA Financial File": A report substantially in the form of,
and
containing the information called for in, the downloadable form of
the "CMSA
Financial File" available as of the Closing Date on the CMSA
Website, or such
other final form for the presentation of such information and
containing such
additional information as may from time to time be promulgated as
recommended by
the CMSA for commercial mortgage securities transactions generally
and, insofar
as it requires the presentation of information in addition to that
called for by
the form of the "CMSA Financial File" available as of the Closing
Date on the
CMSA Website, is reasonably acceptable to the Master Servicer or
the Special
Servicer, as applicable. The initial data for this report shall be
provided by
the Mortgage Loan Seller.
"CMSA Loan Periodic Update File": The monthly report
substantially
in the form of, and containing the information called for in, the
downloadable
form of the "CMSA Loan Periodic Update File" available as of the
Closing Date on
the CMSA Website, or such other final form for the presentation of
such
information and containing such additional information as may from
time to time
be promulgated as recommended by the CMSA for commercial mortgage
securities
transactions generally and, insofar as it requires the presentation
of
information in addition to that called for by the form of the "CMSA
Loan
Periodic Update File" available as of the Closing Date on the CMSA
Website, is
reasonably acceptable to the Master Servicer or the Special
Servicer, as
applicable, and the Trustee and, provided, that each CMSA Loan
Periodic Update
File shall be accompanied by a Advance Recovery Report, if such
report is
required for a particular month, and all references herein to "CMSA
Loan
Periodic Update File" shall be construed accordingly.
"CMSA Loan Setup File": The report substantially in the form of,
and
containing the information called for in, the downloadable form of
the "CMSA
Loan Setup File" available as of the Closing Date on the CMSA
Website, or such
other final form for the presentation of such information and
containing such
additional information as may from time to time be promulgated as
recommended by
the CMSA for commercial mortgage securities transactions generally
and, insofar
as it requires the presentation of information in addition to that
called for by
the form of the "CMSA Loan Setup File" available as of the Closing
Date on the
CMSA Website, is reasonably acceptable to the Master Servicer or
the Special
Servicer, as applicable, and the Trustee.
"CMSA Property File": The monthly report substantially in the
form
of, and containing the information called for, in the downloadable
form of the
"CMSA Property File" available as of the Closing Date on the CMSA
Website, or
such other final form for the presentation of such information and
containing
such additional information as may from time to time be promulgated
as
recommended by the CMSA for commercial mortgage securities
transactions
generally and, insofar as it requires the presentation of
information in
addition to that called for by the form of the "CMSA Property File"
available as
of the Closing Date on the CMSA Website, is reasonably acceptable
to the Master
Servicer or the Special Servicer, as applicable.
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<PAGE>
"CMSA Reporting Package": Collectively,
(a) the CMSA Reports;
(b) the following twelve supplemental reports: (i) Delinquent
Loan
Status
Report, (ii) Historical Loan Modification and Corrected
Mortgage
Loan
Report, (iii) Historical Liquidation Report, (iv) REO Status
Report,
(v)
Operating Statement Analysis Report, (vi) Comparative Financial
Status
Report,
(vii) Watch List, (viii) NOI Adjustment Worksheet, (ix) Loan
Level
Reserve/LOC Report, (x) Reconciliation of Funds Report, (xi)
Advance
Recovery
Report and (xii) Total Loan Report; and
(c) such other reports as the CMSA may designate in the future
and
any
additional information as the Master Servicer, Special Servicer
and
the
Trustee may from time to time agree.
In addition, the CMSA Reporting Package shall include the
Advance
Recovery Report, if such report is required for a particular
month.
"CMSA Reports": Reports substantially in the forms of the CMSA
standard reporting package inclusive of the CMSA Loan Setup File,
the CMSA Loan
Periodic Update File, the CMSA Property File, the CMSA Financial
File, the CMSA
Special Servicer Defaulted Loan File, the CMSA Bond Level File and
the CMSA
Collateral Summary File.
"CMSA Special Servicer Defaulted Loan File:" The report
substantially in the form of, and containing the information called
for in, the
downloadable form of the "CMSA Special Servicer Loan File"
available as of the
Closing Date on the CMSA Website, or such other final form for the
presentation
of such information and containing such additional information as
may from time
to time be promulgated as recommended by the CMSA for commercial
mortgage
securities transactions generally and, insofar as it requires the
presentation
of information in addition to that called for by the form of the
"CMSA Special
Servicer Loan File" available as of the Closing Date on the CMSA
Website, is
reasonably acceptable to the Special Servicer.
"CMSA Supplemental Servicer Reports": The Delinquent Loan
Status
Report, the Historical Loan Modification and Corrected Mortgage
Loan Report, the
Historical Liquidation Report, the REO Status Report, the Watch
List, the NOI
Adjustment Worksheet, the Comparative Financial Status Report, the
Operating
Statement Analysis Report, the Loan Level Reserve/LOC Report, the
Reconciliation
of Funds Report, the Advance Recovery Report and the Total Loan
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, as amended from time
to
time, any successor statute thereto, and any temporary or final
regulations of
the United States Department of the Treasury promulgated pursuant
thereto.
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"Co-Lender Agreement": with respect to the [________] Loan
Combination, the agreement, dated as of [________] by and between
the Holder of
the [___] Mortgage Loan and [________], as the [__] B Loan
Holder.
"Collection Account": The trust account or accounts created and
maintained by the Master Servicer pursuant to Section 3.05(a),
which shall be
entitled "Commercial Mortgage Corporation, for the benefit of
[________], as
Trustee, in trust for Holders of Deutsche Mortgage & Asset
Receiving
Corporation, COMM 200[_]-[_] Commercial Mortgage Pass-Through
Certificates,
Collection Account" and which must be an Eligible Account.
"Collection Period": With respect to any Distribution Date and
each
Mortgage Loan, the period that begins immediately following the
Determination
Date in the calendar month preceding the month in which such
Distribution Date
occurs (or, in the case of the Distribution Date occurring in
[________], on the
day after the Cut-off Date) and ending at the close of business on
the
Determination Date in the calendar month in which such Distribution
Date occurs,
provided, that with respect to the payment by a Borrower of a
Balloon Payment on
its related due date or during its related grace period, the
Collection Period
shall extend up to and include the Business Day prior to the
Servicer Remittance
Date preceding the related Distribution Date.
"Commission": The
Securities and Exchange Commission.
"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
promulgated as recommended by the CMSA for commercial mortgage
securities
transactions generally and, insofar as it requires the presentation
of
information in addition to that called for by the form of the
"Comparative
Financial Status Report" available as of the Closing Date on the
CMSA Website,
is reasonably acceptable to the Master Servicer or the Special
Servicer, as
applicable.
"Component": Each of the [Class A-1L-1] Component, the [Class
A-1L-2] Component, the [Class A-1L-3] Component, the [Class A-1L-4]
Component,
the [Class A-2L-1] Component, the [Class A-2L-2] Component, the
[Class A-2L-3]
Component, the [Class A-2L-4] Component, the [Class A-2L-5]
Component, the
[Class A-2L-6] Component, the [Class A-3L] Component, the [Class
A-4L]
Component, the [Class A-ABL-1] Component, the [Class A-ABL-2]
Component, the
[Class A-5AL-1] Component, the [Class A-5AL-2] Component, the
[Class A-5AL-3]
Component, the [Class A-5AL-4] Component, the [Class A-5AL-5]
Component, the
[Class A-5AL-6] Component, the [Class A-5BL] Component, the [Class
A-1AL-1]
Component, the [Class A-1AL-2] Component, the [Class A-1AL-3]
Component, the
[Class A-1AL-4] Component, the [Class A-1AL-5] Component, the
[Class A-1AL-6]
Component, the [Class A-1AL-7] Component, the [Class A-1AL-8]
Component, the
[Class A-1AL-9] Component, the [Class A-1AL-10] Component, the
[Class A-1AL-11]
Component, the [Class A-1AL-12] Component, the [Class A-1AL-13]
Component, the
[Class A-1AL-14] Component, the [Class A-1AL-15] Component, the
[Class A-JL]
Component, the [Class B-L] Component, the [Class C-L] Component,
the [Class
D-L-1] Component, the [Class D-L-2] Component, the [Class E-L-1]
Component, the
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[Class E-L-2] Component, the [Class E-L-3] Component, the [Class
E-L-4]
Component, the [Class F-L-1] Component, the [Class F-L-2]
Component, the [Class
G-L-1] Component, the [Class G-L-2] Component, the [Class G-L-3]
Component, the
[Class H-L-1] Component, the [Class H-L-2] Component, the [Class
J-L-1]
Component, the [Class J-L-2] Component, the [Class K-L-1]
Component, the [Class
K-L-2] Component, the [Class L-L] Component, the [Class M-L]
Component, the
[Class N-L] Component, the [Class O-L] Component and the [Class
P-L] Component.
"Condemnation Proceeds": Any awards resulting from the full or
partial condemnation or any eminent domain proceeding or any
conveyance in lieu
or in anticipation thereof with respect to a Mortgaged Property by
or to any
governmental, quasi-governmental authority or private entity with
condemnation
powers (other than amounts to be applied to the restoration,
preservation or
repair of such Mortgaged Property or released to the related
Borrower in
accordance with the terms of the applicable Mortgage Loan and, if
applicable,
the terms of the Loan Combination) or, if applicable, with respect
to the
Mortgaged Property securing the Loan Combination, any portion of
such amounts
payable to the holders of the Loan Combination.
"Controlling Class": As of any date of determination, the Class
of
Principal Balance Certificates with the latest alphabetical Class
designation
that has a then-aggregate Certificate Balance at least equal to 25%
of the
initial aggregate Certificate Balance of such Class of Principal
Balance
Certificates as of the Closing Date. As of the Closing Date, the
Controlling
Class will be the [Class P] Certificates. For purposes of
determining the
Controlling Class, the [Class A-1], [Class A-2], [Class A-3],
[Class A-4],
[Class A-AB], [Class A-5A], [Class A-5B] and [Class A-1A]
Certificates
collectively will be treated as one Class.
"Controlling Class Certificateholder": Each holder (or
Beneficial
Owner, if applicable) of a Certificate of the Controlling Class as
certified to
the Trustee from time to time by such holder (or Beneficial
Owner).
"Controlling Class Representative": The Controlling Class
Certificateholder or its designee selected by more than 50% of the
Controlling
Class Certificateholders, by Certificate Balance, as certified by
the Trustee
from time to time; provided, however, that (i) absent such
selection, or (ii)
until a Controlling Class Representative is so selected or (iii)
upon receipt of
a notice from a majority of the Controlling Class
Certificateholders, by
Certificate Balance, that a Controlling Class Representative is no
longer
designated, the Controlling Class Certificateholder that owns the
largest
aggregate Certificate Balance of the Controlling Class will be the
Controlling
Class Representative; provided, further, that in order for the
Trustee to
certify the status of the Controlling Class Representative, the
Controlling
Class Representative must provide notice and certification of their
holdings
through the Depository to the Trustee as to its status as
Controlling Class
Representative upon which the Trustee shall use its best efforts to
verify such
status. [________] shall be the initial Controlling Class
Representative,
without necessity of further notice or selection.
"Corporate Trust Office": The offices of the Trustee located
[________], Attention: Corporate Trust Services, COMM 200[_]-[_],
or the
principal trust office of any successor Trustee qualified and
appointed pursuant
to Section 8.08.
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"Corrected Mortgage Loan": As defined under the definition of
Specially Serviced Loan.
"Corresponding Certificate": As defined in the Preliminary
Statement
with respect to any Corresponding Lower-Tier Regular Interest.
"Corresponding [Class X] Component": As defined in the
Preliminary
Statement with respect to any Corresponding Class of Certificates
or
Corresponding Lower-Tier Regular Interest.
"Corresponding Lower-Tier Regular Interest": As defined in the
Preliminary Statement with respect to any Class of Corresponding
Certificates or
Corresponding [Class X] Component.
"Cross-Collateralized Mortgage Loans": Any two or more Mortgage
Loans listed on the Mortgage Loan Schedule that are
cross-collateralized with
each other.
"Cross-over Date": Means the Distribution Date on which the
Certificate Balance of each Class of Certificates other than the
[Class A-1],
[Class A-2], [Class A-3], [Class A-4], [Class A-AB], [Class A-5A],
[Class A-5B]
and [Class A-1A] Certificates have been reduced to zero.
"Custodial Agreement": The Custodial Agreement, if any, from time
to
time in effect between the Custodian named therein and the Trustee,
in the form
agreed to by the Trustee and the Custodian, as the same may be
amended or
modified from time to time in accordance with the terms
thereof.
"Custodian": Any Custodian appointed pursuant to Section 3.21
and,
unless the Trustee is Custodian, named pursuant to any Custodial
Agreement. If a
Custodian is not so appointed, then the Custodian shall be the
Trustee. The
Custodian may (but need not) be the Trustee or the Master Servicer
or any
Affiliate of the Trustee or the Master Servicer, but may not be the
Depositor,
any Mortgage Loan Seller or any Affiliate thereof.
"Cut-off Date": With respect to each Mortgage Loan or Loan
Combination, the later of [________] or the origination date of
such Mortgage
Loan or Loan Combination.
"DBS": Deutsche Bank Securities Inc.
"Debt Service Coverage Ratio": With respect to any Mortgage Loan
or
Loan Combination as of any date of determination and for any
period, the ratio
calculated by dividing the net operating income or net cash flow,
as applicable,
of the related Mortgaged Property or Mortgaged Properties, as the
case may be,
for the most recently ended 12-month trailing or one-year period
for which data
is available from the related Borrower (or year-to-date until such
time that
data for the trailing 12-month period is available), before payment
of any
scheduled payments of principal and interest on such Mortgage Loan
or Loan
Combination but after funding of required reserves and "normalized"
by the
Master Servicer pursuant to Section 3.13, by the annual debt
service required by
such Mortgage Loan or Loan Combination. Annual debt service shall
be calculated
by multiplying the Monthly Payment in effect on such date of
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determination for such Mortgage Loan or Loan Combination by 12 (or
such fewer
number of months for which related information is available).
"Default Interest": With respect to any Mortgage Loan or the
[_____]
B Loan, interest accrued on such Mortgage Loan or the [_____] B
Loan at the
excess of (i) the Default Rate over (ii) the related Mortgage
Rate.
"Default Rate": With respect to each Mortgage Loan or the [_____]
B
Loan, the per annum rate at which interest accrues on such Mortgage
Loan or the
[_____] B Loan following any event of default on such Mortgage Loan
or the
[_____] B Loan, including a default in the payment of a Monthly
Payment or a
Balloon Payment.
"Defaulted Mortgage Loan": A Mortgage Loan or Loan Combination
which
is delinquent at least 60 days in respect of its Monthly Payments
or more than
30 days delinquent in respect of its Balloon Payment, if any, in
either case
such delinquency to be determined without giving effect to any
grace period
permitted by the related Loan Documents and without regard to any
acceleration
of payments under the related Mortgage Loan or Loan
Combination.
"Defeasance Account": As defined in Section 3.30(j).
"Delinquency": Any failure of a Borrower to make a scheduled
Monthly
Payment or Balloon Payment on a Due Date.
"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
promulgated
as recommended by the CMSA for commercial mortgage securities
transactions
generally and, insofar as it requires the presentation of
information in
addition to that called for by the form of the "Delinquent Loan
Status Report"
available as of the Closing Date on the CMSA Website, is reasonably
acceptable
to the Master Servicer or the Special Servicer, as applicable.
"Denomination": As defined in Section 5.01(a).
"Depositor": Deutsche Mortgage & Asset Receiving Corporation,
a
Delaware corporation, and its successors and assigns.
"Depository": The Depository Trust Company or a successor
appointed
by the Certificate Registrar (which appointment shall be at the
direction of the
Depositor if the Depositor is legally able to do so).
"Depository Participant": A Person for whom, from time to time,
the
Depository effects book-entry transfers and pledges of securities
deposited with
the Depository.
"Determination Date": With respect to any Distribution Date,
the
earlier of (a) the 6th day of the month in which the related
Distribution Date
occurs or, if such 6th day is not
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a Business Day, the immediately preceding Business Day and (b) the
4th Business
Day prior to the related Distribution Date.
"Directing Certificateholder": (i) with respect to any Mortgage
Loan, other than any Loan Combination, the Controlling Class
Representative; and
(ii) with respect to the [________] Mortgage Loan, (a) prior to a
[________]
Control Appraisal Event, the holder of the [________] B Loan and
(b) so long as
a [________] Control Appraisal Event exists, the Controlling
Class
Representative.
"Directly Operate": With respect to any REO Property, the
furnishing
or rendering of services to the tenants thereof that are not
customarily
provided to tenants in connection with the rental of space for
occupancy only
within the meaning of Treasury Regulations Section
1.512(b)-1(c)(5), the
management or operation of such REO Property, the holding of such
REO Property
primarily for sale to customers in the ordinary course of a trade
or business,
or any use of such REO Property in a trade or business conducted by
the Trust
Fund, or the performance of any construction work on the REO
Property other than
through an Independent Contractor; provided, however, that the
Special Servicer,
on behalf of the Trust Fund, shall not be considered to Directly
Operate an REO
Property solely because the Special Servicer, on behalf of the
Trust Fund,
establishes rental terms, chooses tenants, enters into or renews
leases, deals
with taxes and insurance, or makes decisions as to repairs or
capital
expenditures with respect to such REO Property or takes other
actions consistent
with Treasury Regulations Section l.856-4(b)(5)(ii).
"Disqualified Non-U.S. Person": With respect to a [Class R] or
[Class LR] Certificate, (A) any Non-U.S. Person or agent thereof
other than (i)
a Non-U.S. Person that holds the [Class R] or [Class LR]
Certificate in
connection with the conduct of a trade or business within the
United States and
has furnished the transferor and the Certificate Registrar with an
effective IRS
Form W-8ECI (or applicable successor Form promulgated by the IRS
for the purpose
of providing and certifying the information provided on Form W-8ECI
as of the
Closing Date) or (ii) a Non-U.S. Person that has delivered to both
the
transferor and the Certificate Registrar an opinion of a nationally
recognized
tax counsel to the effect that the transfer of the [Class R] or
[Class LR]
Certificate to it is in accordance with the requirements of the
Code and the
regulations promulgated thereunder and that such transfer of the
[Class R] or
[Class LR] Certificate will not be disregarded for federal income
tax purposes
or (B) a U.S. Person with respect to whom income on the [Class R]
or [Class LR]
Certificate is attributable to a fixed base or foreign permanent
establishment,
within the meaning of an applicable income tax treaty, of such
Person or any
other U.S. Person.
"Disqualified Organization": Any of (a) the United States, a
State
or any political subdivision thereof, any possession of the United
States, or
any agency or instrumentality of any of the foregoing (other than
an
instrumentality that is a corporation if all of its activities are
subject to
tax and a majority of its board of directors is not selected by any
such
governmental unit), (b) a foreign government, International
Organization (as
defined below) or agency or instrumentality of either of the
foregoing, (c) an
organization that is exempt from tax imposed by Chapter 1 of the
Code (including
the tax imposed by Code Section 511 on unrelated business taxable
income) on any
excess inclusions (as defined in Code Section 860E(c)(1)) with
respect to the
[Class R] or [Class LR] Certificates (except certain farmers'
cooperatives
described in Code Section 521), (d) rural electric and telephone
cooperatives
described in Code Section 1381(a)(2),
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or (e) any other Person so designated by the Certificate Registrar
based upon an
Opinion of Counsel to the effect that any Transfer to such Person
may cause the
Upper-Tier REMIC or the Lower-Tier REMIC to be subject to tax or to
fail to
qualify as a REMIC at any time that the Certificates are
outstanding. For the
purposes of this definition, the terms "United States," "State"
and
"International Organization" shall have the meanings set forth in
Code Section
7701 or successor provisions.
"Distribution Accounts": Collectively, the Upper-Tier
Distribution
Account, the Lower-Tier Distribution Account and the Grantor Trust
Distribution
Account, all of which may be subaccounts of a single Eligible
Account.
"Distribution Date": The 10th day of each month, or if such 10th
day
is not a Business Day, the Business Day immediately following such
10th day,
commencing in [________].
"Distribution Date Statement": As defined in Section 4.02(a).
"Due Date": With respect to (i) any Mortgage Loan or Loan
Combination 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 and (ii) any Mortgage Loan or Loan Combination after the
Maturity Date
therefore or any REO Loan, the day of the month set forth in the
related Note on
which each Monthly Payment on such Mortgage Loan or Loan
Combination had been
scheduled to be first due.
"EDGAR": The Commission's Electronic Data Gathering, Analysis
and
Retrieval system.
"Early Termination Notice Date": Any date as of which the
aggregate
Stated Principal Balance of the Mortgage Loans is less than [___]%
of the
aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-off Date.
"Eligible Account": Any of (i) (A) an account or accounts
maintained
with a depository institution or trust company the short term
unsecured debt
obligations or commercial paper of which are rated at least "A-1"
by [S&P] and
"P-1" by [Moody's], in the case of accounts in which funds are held
for 30 days
or less or, in the case of accounts in which funds are held for
more than 30
days, the long term unsecured debt obligations of which are rated
at least "AA"
by [S&P] and "Aa3" by [Moody's], or (B) as to which the Trustee
has received
written confirmation from each of the Rating Agencies that holding
funds in such
account would not cause any Rating Agency to qualify, withdraw or
downgrade any
of its then-current ratings on the Certificates, (ii) a segregated
trust account
or accounts maintained with a federal or state chartered depository
institution
or trust company acting in its fiduciary capacity which, in the
case of a state
chartered depository institution or trust company is subject to
regulations
substantially similar to 12 C.F.R. ss. 9.10(b), and subject to
supervision or
examination by federal and state authority, (iii) any other account
that, as
evidenced by a written confirmation from each Rating Agency would
not, in and of
itself, cause a downgrade, qualification or withdrawal of the
then-current
ratings assigned to the Certificates, which may be an account
maintained with
the Trustee or the Master Servicer, or (iv) an account or accounts
maintained
with [____] Bank (A) so long as [____] Bank's long-term unsecured
debt rating
shall be at least "A1" from
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[Moody's] and "A" from [S&P] (if the deposits are to be held in
the account for
more than 30 days) or (B) [____] short-term deposit or short-term
unsecured debt
rating shall be at least "P-1" from [Moody's] and "A-1" from
[S&P] (if the
deposits are to be held in the account for 30 days or less).
Eligible Accounts
may bear interest.
"Eligible Investor": Any of (i) a Qualified Institutional Buyer
that
is purchasing for its own account or for the account of a
Qualified
Institutional Buyer to whom notice is given that the offer, sale or
transfer is
being made in reliance on Rule 144A or (ii) an Institutional
Accredited
Investor.
"Environmental Report": The environmental audit report or
reports
with respect to each Mortgaged Property delivered to the Mortgage
Loan Seller in
connection with the related Mortgage Loan.
"ERISA": The Employee Retirement Income Security Act of 1974, as
it
may be amended from time to time.
"Escrow Account": As defined in Section 3.04(b). Any Escrow
Account
may be a sub-account of the related Cash Collateral Account.
"Escrow Payment": Any payment made by any Borrower to the
Master
Servicer pursuant to the related Mortgage, Cash Collateral Account
Agreement,
Lock-Box Agreement, Loan Agreement or other Loan Document for the
account of
such Borrower for application toward the payment of taxes,
insurance premiums,
assessments, environmental remediation and similar items in respect
of the
related Mortgaged Property or related to the satisfaction of
closing conditions
for the related Mortgage Loan or Loan Combination.
"Euroclear": The Euroclear System and its successors.
"Event of Default": The Master Servicer Event of Default or
Special
Servicer Event of Default, as applicable.
"Excess Liquidation Proceeds": With respect to any Mortgage Loan
or
the [_____] B Loan, the excess of (i) Net Liquidation Proceeds of
such Mortgage
Loan or the [_____] B Loan or related REO Property, over (ii) the
amount that
would have been received if a principal payment and all other
amounts due in
full had been made with respect to such Mortgage Loan or the
[_____] B Loan on
the Due Date immediately following the date on which such proceeds
were
received.
"Excess Liquidation Proceeds Account": The segregated trust
account
or sub-account created and maintained by the Trustee pursuant to
Section 3.05(j)
in trust for the Certificateholders and, in the case of the [_____]
B Loan, the
[_____] B Loan Noteholder, which shall be entitled "[________], as
Trustee, in
trust for Holders of Deutsche Mortgage & Asset Receiving
Corporation, COMM
200[_]-[_] Commercial Mortgage Pass-Through Certificates and, if
applicable,
[_____] B Loan Noteholder, Excess Liquidation Proceeds Account."
The Excess
Liquidation Proceeds Account must be an Eligible Account or a
sub-account of an
Eligible Account and will be an asset of the Lower-Tier REMIC.
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"Excess
Prepayment Interest Shortfall": With respect to the Mortgage
Loans in the Mortgage Pool, the aggregate Prepayment Interest
Shortfalls with
respect to the Mortgage Pool in excess of the Master Servicer
Prepayment
Interest Shortfall with respect to the Mortgage Pool.
"Excess Servicing Strip": The excess of the Servicing Fee Rate
over
[__]% ([__] basis points) per annum, subject to reduction by the
Trustee
pursuant to Section 3.12(a).
"Exchange Act": The Securities Exchange Act of 1934, as
amended.
"Exchange Act Report": A monthly Distribution Date Statement,
Comparative Financial Status Report, Delinquent Loan Status Report,
Historical
Liquidation Report, Historical Loan Modification and corrected
Mortgage Loan
Report, REO Status Report, Operating Statement Analysis Report, NOI
Adjustment
Worksheet, Watch List, or Annual Compliance Report to be filed with
the
Commission, under cover of the related form required by the
Exchange Act.
"FDIC": The Federal Deposit Insurance Corporation, or any
successor
thereto.
"FHLMC": The Federal Home Loan Mortgage Corporation, or any
successor thereto.
"Final Recovery Determination": With respect to any Specially
Serviced Loan, REO Loan or any Mortgage Loan subject to repurchase
by the
Mortgage Loan Seller pursuant to Section 2.03(d) or, in the case of
the Loan
Combination, subject to a purchase pursuant to the applicable
Co-Lender
Agreement or any Mortgage Loan or Loan Combination subject to
purchase pursuant
to any related mezzanine intercreditor agreement, the recovery of
all Insurance
Proceeds, Liquidation Proceeds, the related Repurchase Price and
other payments
or recoveries (including proceeds of the final sale of any REO
Property) which
the Master Servicer (or in the case of a Specially Serviced Loan or
REO Loan,
the Special Servicer), in its reasonable judgment as evidenced by a
certificate
of a Servicing Officer delivered to the Trustee and the Custodian
(and the
Master Servicer, if the certificate is from the Special Servicer),
expects to be
finally recoverable. The Master Servicer shall maintain records,
prepared by a
Servicing Officer, of each Final Recovery Determination until the
earlier of (i)
its termination as the Master Servicer hereunder and the transfer
of such
records to a successor servicer and (ii) five years following the
termination of
the Trust Fund.
"Financial Market Publisher": Bloomberg Financial Service.
"FNMA": The Federal National Mortgage Association, or any
successor
thereto.
"Form 8-K": A Current Report on Form 8-K under the Exchange Act,
or
such successor form as the Commission may specify from time to
time.
"General Servicing Standard": The Master Servicer and Special
Servicer, as applicable, are required to service and administer the
Mortgage
Loans and Loan Combination that such party is servicing, in the
best interests
of and for the benefit of the Certificateholders and, with respect
to the Loan
Combination, for the benefit of the holder of the related [_____]
B
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Loan (as a collective whole, but giving due consideration to the
subordinate
nature of the related B Loan as determined by the Master Servicer
in the
exercise of its reasonable judgment) in accordance with applicable
law, the
terms of this Agreement, the terms of the related intercreditor
agreement, as
applicable, and the terms of the Mortgage Loans or Loan
Combination, as
applicable, and, to the extent consistent with the foregoing, in
accordance with
the higher of the following standards of care:
(i) the same manner in which, and with the same care, skill,
prudence and diligence with which the Master Servicer services
and
administers similar mortgage loans for other third-party
portfolios,
giving due consideration to the customary and usual standards
of
practice of prudent institutional commercial and multifamily
mortgage loan servicers servicing mortgage loans for other
third
party portfolios or securitization trusts with a view to the
maximization of timely recovery of principal and interest on a
net
present value basis on the Mortgage Loans, and the best interests
of
the Trust and the Certificateholders and, with respect to the
Loan
Combination, the holder of the related [_____] B Loan (as a
collective whole, but giving due consideration to the
subordinate
nature of the related B Loan as determined by the Master
Servicer,
in its reasonable judgment); and
(ii) the same care, skill, prudence and diligence with which
the Master Servicer services and administers commercial and
multifamily mortgage loans owned, if any, by the Master
Servicer
with a view to the maximization of timely recovery of principal
and
interest on a net present value basis on the Mortgage Loans, and
the
best interests of the Trust and the Certificateholders and,
with
respect to the Loan Combination, the holder of the related [_____]
B
Loan (as a collective whole, but giving due consideration to
the
subordinate nature of the related B Loan, as determined by the
Master Servicer in its reasonable judgment),
but without regard to (a) any relationship that the Master Servicer
or any
affiliate of it, may have with the related borrower, any Mortgage
Loan Seller,
any other party to this Agreement or any affiliate of the
foregoing; (b) the
ownership of any Certificate, the [_____] B Loan by the Master
Servicer or any
affiliate of the it; (c) the Master Servicer's obligation to make
Advances; (d)
the Master Servicer's right to receive compensation for its
services hereunder
or with respect to any particular transaction; (e) the ownership,
servicing or
management for others of any other mortgage loans or mortgaged
properties by the
Master Servicer or any affiliate of the Master Servicer, as
applicable; and (f)
any debt that the Master Servicer or any affiliate of the Master
Servicer, as
applicable, has extended to any borrower or an affiliate of any
borrower
(including, without limitation, any mezzanine financing).
"Global Certificates": The [Class A-1], [Class A-2], [Class
A-3],
[Class A-4], [Class A-AB], [Class A-5A], [Class A-5B], [Class
A-1A], [Class
X-C], [Class X-P], [Class A-J], [Class B], [Class C], [Class D],
[Class E],
[Class F], [Class G], [Class H], [Class J], [Class K], [Class L],
[Class M],
[Class N], [Class O] and [Class P] Certificates.
"Grantor Trust": As defined in the preliminary statement
herein.
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"Grantor Trust
Distribution Account": The segregated trust account
or sub-account created and maintained by the Trustee pursuant to
Section
3.05(c), which shall be entitled "[________], as Trustee in trust
for Holders of
Deutsche Mortgage & Asset Receiving Corporation, COMM
200[_]-[_] Commercial
Mortgage Pass Through Certificates, Grantor Trust Distribution
Account," and
which must be an Eligible Account or a sub-account of an Eligible
Account. The
Grantor Trust Distribution Account shall not be an asset of the
Lower Tier REMIC
or the Upper Tier REMIC.
"Group 1 Mortgage Loan" shall mean any Mortgage Loan identified
on
the Mortgage Loan Schedule as belonging to Loan Group 1.
"Group 2 Mortgage Loan" shall mean any Mortgage Loan identified
on
the Mortgage Loan Schedule as belonging to Loan Group 2.
"Hazardous Materials": Any dangerous, toxic or hazardous
pollutants,
chemicals, wastes, or substances, including, without limitation,
those so
identified pursuant to the Comprehensive Environmental Response,
Compensation
and Liability Act, 42 U.S.C. Section 9601 et seq., or any other
environmental
laws now existing, and specifically including, without limitation,
asbestos and
asbestos-containing materials, polychlorinated biphenyls ("PCBs"),
radon gas,
petroleum and petroleum products, urea formaldehyde and any
substances
classified as being "in inventory," "usable work in process" or
similar
classification which would, if classified as unusable, be included
in the
foregoing definition.
"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
promulgated
as recommended by the CMSA for commercial mortgage securities
transactions
generally and, insofar as it requires the presentation of
information in
addition to that called for by the form of the "Historical
Liquidation Report"
available as of the Closing Date on the CMSA Website, is reasonably
acceptable
to the Master Servicer or the Special Servicer, as applicable.
"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 promulgated as
recommended by
the CMSA for commercial mortgage securities transactions generally
and, insofar
as it requires the presentation of information in addition to that
called for by
the form of the "Historical Loan Modification and Corrected
Mortgage Loan
Report" available as of the Closing Date on the CMSA Website, is
reasonably
acceptable to the Master Servicer or the Special Servicer, as
applicable.
"Holder": With respect to any Certificate, a Certificateholder;
with
respect to any Lower-Tier Regular Interest, the Trustee.
"Indemnification Agreements": The [________] Indemnification
Agreement.
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"Indemnified Party": As defined in Section 8.05(d), or Section
8.05(h), as the context requires.
"Indemnifying Party": As defined in Section 8.05(d), or Section
8.05(h), as the context requires.
"Independent": When used with respect to any specified Person,
any
such Person who (i) does not have any direct financial interest, or
any material
indirect financial interest, in any of the Depositor, the Trustee,
the Master
Servicer, the Special Servicer, the Directing Holder, any Borrower
or Manager or
any Affiliate thereof, and (ii) is not connected with any such
Person thereof as
an officer, employee, promoter, underwriter, trustee, partner,
director or
Person performing similar functions.
"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 tests set forth in that section
shall be
considered to be met by any Person that owns, directly or
indirectly, [__]% or
more of any Class or [__]% or more of the aggregate value of all
Classes of
Certificates), provided that the Trust Fund does not receive or
derive any
income from such Person and 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 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) addressed to the Master
Servicer or the
Special Servicer, as applicable, and the Trustee has been delivered
to the
Trustee to that effect) or (ii) any other Person (including the
Master Servicer
and the Special Servicer) if the Master Servicer or the Special
Servicer, as
applicable, on behalf of itself and the Trustee has received an
Opinion of
Counsel (at the expense of the party seeking to be deemed an
Independent
Contractor) to the effect that the taking of any action in respect
of any REO
Property by such Person, subject to any conditions therein
specified, that is
otherwise herein contemplated to be taken by an Independent
Contractor will not
cause such REO Property to cease to qualify as "foreclosure
property" within the
meaning of Section 860G(a)(8) of the Code (determined without
regard to the
exception applicable for purposes of Section 860D(a) 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).
"Individual Certificate": Any Certificate in definitive, fully
registered physical form without interest coupons.
"Initial Purchaser": DBS and its respective successor in
interest.
"Initial
Resolution Period": As defined in Section 2.03(d).
"Institutional Accredited Investor": An entity meeting the
requirements of Rule 501(a)(l), (2), (3) or (7) of Regulation D
promulgated
under the Act, or an entity in which all the equity owners meet
such
requirements.
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"Insurance Proceeds": Proceeds of any fire and hazard insurance
policy, title policy or other insurance policy relating to a
Mortgage Loan or
Loan Combination (including any amounts paid by the Master Servicer
pursuant to
Section 3.08).
"Interest Accrual Amount": With respect to any Distribution Date
and
any Class of Certificates (other than the [Class R] and [Class
LR]
Certificates), an amount equal to interest for the related Interest
Accrual
Period at the Pass-Through Rate for such Class on the related
Certificate
Balance or Notional Balance, as applicable, outstanding immediately
prior to
such Distribution Date minus the amount of any Excess Prepayment
Interest
Shortfall allocated to such Class with respect to such Distribution
Date.
Calculations of interest due in respect of the Certificates shall
be made on the
basis of a 360-day year consisting of twelve 30-day months.
"Interest Accrual Period": With respect to any Distribution
Date,
the calendar month immediately preceding the month in which such
Distribution
Date occurs.
"Interest Reserve Account": The segregated trust account or
sub-account created and maintained by the Trustee pursuant to
Section 3.05(f),
which shall be entitled "[________], as Trustee, in trust for
Holders of
Deutsche Mortgage & Asset Receiving Corporation, COMM
200[_]-[_] Mortgage
Pass-Through Certificates, Interest Reserve Account" and which must
be an
Eligible Account or a sub-account of an Eligible Account. The
Interest Reserve
Account shall be an asset of the Lower-Tier REMIC.
"Interested Person": As of any date of determination, the
Depositor,
the Master Servicer, Special Servicer, the Trustee, any Holder of a
Certificate,
any Borrower, any Manager, any Independent Contractor engaged by
the Special
Servicer pursuant to Section 3.17, or any Person known to a
Responsible Officer
of the Trustee to be an Affiliate of any of them.
"Investment Account": As defined in Section 3.07(a).
"Investment Representation Letter": As defined in Section
5.02(c)(i)(A).
"IRS": The Internal Revenue Service.
"[________] B Loan": As defined in the preliminary statement.
"[________] B Loan Noteholder": The holder of the Note for the
[________] B Loan.
"[________] Control Appraisal Event": With respect to the
[________]
Loan Combination, a [________] Control Appraisal Event shall be
deemed to have
occurred and be continuing if (i) the initial principal balance of
the
[________] B Loan, as reduced by any payments of principal (whether
as scheduled
amortization, principal prepayments or otherwise) allocated to the
[________] B
Loan and any appraisal reduction amounts and realized losses
allocated to the
[________] B Loan, is less than 25% of the initial principal
balance of the
[________] B Loan, as reduced by any payments of principal (whether
as scheduled
amortization, principal prepayments or otherwise allocated to the
[________] B
Loan) or (ii) the holder of the [________] B Loan is an affiliate
of the related
borrower.
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"[________] Mortgage Loan": As defined in the preliminary
statement
herein.
"[________] Loan Combination": As defined in the preliminary
statement herein.
"Late Collections": With respect to any Mortgage Loan or Loan
Combination, all amounts received thereon during any Collection
Period (or the
related grace period), whether as payments, Insurance Proceeds,
Condemnation
Proceeds, Liquidation Proceeds or otherwise, which represent late
payments or
collections of principal or interest due in respect of such
Mortgage Loan or
Loan Combination (without regard to any acceleration of amounts due
thereunder
by reason of default) on a Due Date in a previous Collection Period
and not
previously recovered. With respect to any REO Loan, all amounts
received in
connection with the related REO Property during any Collection
Period (including
any grace period applicable under the original Mortgage Loan or
Loan
Combination), whether as Insurance Proceeds, Condemnation Proceeds,
Liquidation
Proceeds, REO Proceeds or otherwise, which represent late
collections of
principal or interest due or deemed due in respect of such REO Loan
or the
predecessor Mortgage Loan or Loan Combination (without regard to
any
acceleration of amounts due under the predecessor Mortgage Loan or
Loan
Combination by reason of default) on a Due Date in a previous
Collection Period
and not previously recovered. The term "Late Collections" shall
specifically
exclude Penalty Charges.
"Liquidation Expenses": All customary, reasonable and necessary
"out
of pocket" costs and expenses incurred by the Master Servicer, the
Special
Servicer and the Trustee in connection with the liquidation of any
Mortgage Loan
or Loan Combination or the liquidation of an REO Property or the
sale of any
Mortgage Loan pursuant to Section 3.18 or Section 9.01 (including,
without
limitation, legal fees and expenses, committee or referee fees,
and, if
applicable, brokerage commissions, and conveyance taxes).
"Liquidation Fee": A fee payable to the Special Servicer with
respect to each Specially Serviced Loan or REO Loan or with respect
to each
Mortgage Loan as specified in clause (b) of this definition, in
each case as to
which the Special Servicer obtains a full, partial or discounted
payoff from the
related Borrower or Mortgage Loan Seller, as applicable, or any
Liquidation
Proceeds with respect thereto (in any case, other than amounts for
which a
Workout Fee has been paid, or will be payable), 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 or repurchased
Mortgage Loan
or Specially Serviced Loan, as the case may be; provided, however,
that (a) no
such fee shall be payable with respect to clauses (iii) or (v) of
the definition
of Liquidation Proceeds (except, in the case of clause (iii), to
the extent a
Liquidation Fee is required to be paid pursuant to Section 3.18
hereof); no such
fee shall be payable in the case of clause (vi) of the definition
of Liquidation
Proceeds unless the existing or any future related mezzanine
intercreditor
agreement requires the purchaser to pay such fee; no such fee shall
be payable
in the case of clause (vii) of the definition of Liquidation
Proceeds except to
the extent the related Co-Lender Agreement requires the purchaser
to pay such
fee, and (b) in the case of a final disposition consisting of the
repurchase of
a Mortgage Loan (or related REO Loan) by the Mortgage Loan Seller
pursuant to
Section 2.03(d), no such fee shall be paid by the Mortgage Loan
Seller or be due
to the Special Servicer if the Mortgage Loan Seller repurchases
such Mortgage
Loan within the time period set forth in Section 2.03(d) (and
giving effect to
any
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applicable extension period beyond the end of the Initial
Resolution Period set
forth in Section 2.03(d)).
"Liquidation Fee Rate": A rate equal to [__]%.
"Liquidation Proceeds": Cash amounts (other than Insurance
Proceeds
and Condemnation Proceeds and REO Revenues) received by or paid to
the Master
Servicer or the Special Servicer in connection with: (i) the
liquidation of a
Mortgaged Property or other collateral constituting security for a
Defaulted
Mortgage Loan, through trustee's sale, foreclosure sale, REO
Disposition or
otherwise, exclusive of any portion thereof required to be released
to the
related Borrower in accordance with applicable law and the terms
and conditions
of the related Note and Mortgage; (ii) the realization upon any
deficiency
judgment obtained against a Borrower; (iii) the purchase of a
Defaulted Mortgage
Loan by the Directing Certificateholder, the Special Servicer
pursuant to
Section 3.18; (iv) the repurchase of a Mortgage Loan (or related
REO Loan) by
the Mortgage Loan Seller pursuant to Section 2.03(d); (v) the
purchase of all
the Mortgage Loans and all property acquired in respect of any
Mortgage Loan by
the Sole Certificateholder, the Certificateholder owning a majority
of the
Percentage Interests in the Controlling Class, the Special Servicer
or the
Master Servicer pursuant to Section 9.01; (vi) in connection with
any existing
mezzanine indebtedness or any mezzanine indebtedness that may exist
on a future
date, the purchase of the related Mortgage Loan by a mezzanine
lender; or (vii)
in the case of the [__________] Mortgage Loan, the purchase of such
Mortgage
Loan by the holder of the related B Loan, or the applicable
designee, as
applicable, pursuant to the related Co-Lender Agreement; or (viii)
except for
purposes of Section 3.12(c) and (d), the transfer of any Loss of
Value Payments
from the Loss of Value Reserve Fund to the Collection Account.
"Loan Agreement": With respect to any Mortgage Loan or Loan
Combination, the loan agreement, if any, between the related
Originator and the
Borrower, pursuant to which such Mortgage Loan was made.
"Loan Combination": The [________] Loan Combination.
"Loan Combination Collection Account": With respect to the Loan
Combination, the separate account or subaccount created and
maintained by the
Master Servicer pursuant to Section 3.05(h) on behalf of the
Certificateholders
and the [_____] B Loan Noteholder, which shall be entitled
[__________], as
Servicer for the Certificateholders and the [_________] B Loan
Noteholder
relating to, and for the benefit of [________], as Trustee, in
trust for the
Holders of, Deutsche Mortgage & Asset Receiving Corporation,
COMM 200[_]-[_]
Commercial Mortgage Pass-Through Certificates, Loan Combination
Collection
Account." Amounts in the Loan Combination Collection Account
applicable to the
related [_____] B Loan shall not be assets of the Trust Fund, but
instead shall
be held by the Master Servicer on behalf of the Trust Fund (in
respect of
amounts reimbursable therefrom) and, the [_____] B Loan Noteholder.
Such account
or subaccount shall be an Eligible Account.
"Loan Combination Remittance Amount": For each distribution
date
that the Master Servicer is required to make a distribution to the
[_____] B
Loan Noteholder pursuant to Section 3.05(i) and with respect to the
Loan
Combination and related Mortgaged Property (if it becomes an REO
Property), any
amount received by the Master Servicer (or, with respect to an REO
Property, the
Special Servicer) during the related Collection Period net of any
amount
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payable or reimbursable to any Person from the Loan Combination
Collection
Account pursuant to Section 3.06(c).
"Loan Combination REO Account": As defined in Section 3.17(b).
"Loan Documents": With respect to any Mortgage Loan or Loan
Combination, the documents executed or delivered in connection with
the
origination of such Mortgage Loan or Loan Combination or
subsequently added to
the related Mortgage File.
"Loan Group": Either Loan Group 1 or Loan Group 2.
"Loan Group 1": Collectively, all of the Mortgage Loans that
are
Group 1 Mortgage Loans and any successor REO Loans with respect
thereto.
"Loan Group 1 Principal Distribution Amount": With respect to
any
Distribution Date, that portion, if any, of the Principal
Distribution Amount
attributable to Loan Group 1.
"Loan Group 2": Collectively, all of the Mortgage Loan that are
Group 2 Mortgage Loans and any successor REO Loans with respect
thereto.
"Loan Group 2 Principal Distribution Amount": With respect to
any
Distribution Date, that portion, if any, of the Principal
Distribution Amount
attributable to Loan Group 2.
"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" available as of the Closing Date on
the CMSA
Website, or such other final form for the presentation of such
information and
containing such additional information as may from time to time be
promulgated
as recommended by the CMSA for commercial mortgage securities
transactions
generally and, insofar as it requires the presentation of
information in
addition to that called for by the form of the "Loan Level
Reserve/LOC Report"
available as of the Closing Date on the CMSA Website, is reasonably
acceptable
to the Master Servicer or the Special Servicer, as applicable.
"Loan Number": With respect to any Mortgage Loan, the loan number
by
which such Mortgage Loan was identified on the books and records of
the
Depositor or any Sub-Servicer for the Depositor, as set forth in
the Mortgage
Loan Schedule.
"Lock-Box Account": With respect to any Mortgaged Property, if
applicable, any account created pursuant to the related Loan
Documents 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 Mortgage Loan or Loan Combination and Section 3.07,
which Person
shall 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 in accordance with the terms of the
related Mortgage
Loan.
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"Lock-Box Agreement": With respect to any Mortgage Loan or Loan
Combination, the lock-box agreement, if any, between the related
Originator and
the Borrower, pursuant to which the related Lock-Box Account, if
any, may have
been established.
"Loss of Value Payment": As defined in Section 2.03(d).
"Loss of Value Reserve Fund": The "outside reserve fund" (within
the
meaning of Treasury Regulations Section 1.860G-2(h)) designated as
such pursuant
to Section 3.05(e) of this Agreement. The Loss of Value Reserve
Fund will be
part of the Trust Fund but not part of the Grantor Trust or any
REMIC.
"Lower-Tier Distribution Account": The segregated trust account
or
sub-account created and maintained by the Trustee pursuant to
Section 3.05(b),
which shall be entitled "[________], as Trustee, in trust for
Holders of
Deutsche Mortgage & Asset Receiving Corporation, COMM
200[_]-[_] Commercial
Mortgage Pass-Through Certificates, Lower-Tier Distribution
Account" and which
must be an Eligible Account or a sub-account of an Eligible
Account. The
Lower-Tier Distribution Account shall be an asset of the Lower-Tier
REMIC.
"Lower-Tier Distribution Amount": As defined in Section
4.01(a)(ii).
"Lower-Tier Principal Balance": With respect to any Class of
Lower-Tier Regular Interest, initially will equal the original
principal balance
set forth in the preliminary statement herein, and from time to
time will equal
such amount reduced by the amount of distributions of the
Lower-Tier
Distribution Amount allocable to principal and Realized Losses
allocable thereto
in all prior periods as described in Section 4.01(a)(ii) and
4.01(f) hereof.
"Lower-Tier Regular Interests": The [Class A-1L-1] Interest,
the
[Class A-1L-2] Interest, the [Class A-1L-3] Interest, the [Class
A-1L-4]
Interest, the [Class A-2L-1] Interest, the [Class A-2L-2] Interest,
the [Class
A-2L-3] Interest, the [Class A-2L-4] Interest, the [Class A-2L-5]
Interest, the
[Class A-2L-6] Interest, the [Class A-3L] Interest, the [Class
A-4L] Interest,
the [Class A-ABL-1] Interest, the [Class A-ABL-2] Interest, the
[Class A-5AL-1]
Interest, the [Class A-5AL-2] Interest, the [Class A-5AL-3]
Interest, the [Class
A-5AL-4] Interest, the [Class A-5AL-5] Interest, the [Class
A-5AL-6] Interest,
the [Class A-5BL] Interest, the [Class A-1AL-1] Interest, the
[Class A-1AL-2]
Interest, the [Class A-1AL-3] Interest, the [Class A-1AL-4]
Interest, the [Class
A-1AL-5] Interest, the [Class A-1AL-6] Interest, the [Class
A-1AL-7] Interest,
the [Class A-1AL-8] Interest, the [Class A-1AL-9] Interest, the
[Class A-1AL-10]
Interest, the [Class A-1AL-11] Interest, the [Class A-1AL-12]
Interest, the
[Class A-1AL-13] Interest, the [Class A-1AL-14] Interest, the
[Class A-1AL-15]
Interest, the [Class A-JL] Interest, the [Class B-L] Interest, the
[Class C-L]
Interest, the [Class D-L-1] Interest, the [Class D-L-2] Interest,
the [Class
E-L-1] Interest, the [Class E-L-2] Interest, the [Class E-L-3]
Interest, the
[Class E-L-4] Interest, the [Class F-L-1] Interest, the [Class
F-L-2] Interest,
the [Class G-L-1] Interest, the [Class G-L-2] Interest, the [Class
G-L-3]
Interest, the [Class H-L-1] Interest, the [Class H-L-2] Interest,
the [Class
J-L-1] Interest, the [Class J-L-2] Interest, the [Class K-L-1]
Interest, the
[Class K-L-2] Interest, the [Class L-L] Interest, the [Class M-L]
Interest, the
[Class N-L] Interest, the [Class O-L] Interest and the [Class P-L]
Interest,
issued by the Lower-Tier REMIC and held by the Trustee as assets of
the
Upper-Tier REMIC. Each Lower-Tier Regular Interest (i) relates to a
Class of
Certificates (other than the [Class R], [Class LR], [Class X-C],
and [Class X-P]
Certificates), (ii) is uncertificated, (iii) has
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an initial Lower-Tier Principal Balance equal to the original
Lower-Tier
Principal Balance set forth in the preliminary statement herein,
(iv) has a
Pass-Through Rate equal to the Weighted Average Net Mortgage
Pass-Through Rate,
(v) has a "latest possible maturity date," within the meaning of
Treasury
Regulations Section 1.860G-1(a), that is the Rated Final
Distribution Date and
(vi) is entitled to the distributions in the amounts and at the
times specified
in Section 4.01(a)(ii) and Section 4.01(c).
"Lower-Tier REMIC": A segregated asset pool within the Trust
Fund
consisting of the Mortgage Loans, the Loan REMIC Regular Interest,
collections
thereon, the Trust's interest in any REO Property acquired in
respect thereof,
amounts held from time to time in the Collection Account and the
Lower-Tier
Distribution Account, the REO Account (to the extent of the Trust
Fund's
interest therein), the Interest Reserve Account and the Excess
Liquidation
Proceeds Account (to the extent of the Trust Fund's interest
therein) in respect
thereof, and all other property included in the Trust Fund that is
not in the
Upper-Tier REMIC or the Grantor Trust.
"MAI": Member of the Appraisal Institute.
"Management Agreement": With respect to any Mortgage Loan or
Loan
Combination, 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 Mortgage Loan or Loan
Combination,
any property manager for the related Mortgaged Properties.
"Master Servicer Event of Default": As defined in Section
7.01(a).
"Master Servicer Prepayment Interest Shortfall": As defined in
Section 3.19(c).
"Master Servicer Remittance Date": With respect to any
Distribution
Date, the Business Day preceding such Distribution Date.
"Master Servicing Fee": With respect to each Mortgage Loan, but
excluding the B Loans and for any Distribution Date, an amount per
Interest
Accrual Period equal to the product of (i) the respective Master
Servicing Fee
Rate and (ii) the Stated Principal Balance of such Mortgage Loan as
of the Due
Date in the immediately preceding Collection Period (without giving
effect to
payments of principal on such Mortgage Loan on such Due Date). For
the avoidance
of doubt, with respect to any B Loan, no Master Servicing Fee shall
accrue on
the Stated Principal Balance thereof.
"Master Servicing Fee Rate": With respect to each Mortgage Loan,
the
rate per annum set forth on Exhibit B-2.
"Material Breach": As defined in Section 2.03(d).
"Material Defect": As defined in Section 2.03(d).
"Maturity Date": With respect to any Mortgage Loan or the [_____]
B
Loan as of any date of determination, the date on which the last
payment of
principal is due and payable
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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 Mortgage Loan or the
[_____] B Loan by
reason of default thereunder or (ii) any grace period permitted by
the related
Note.
"Modified Mortgage Loan": Any Specially Serviced Loan which has
been
modified by the Special Servicer pursuant to Section 3.30 in a
manner that:
(a) affects the amount or timing of any payment of principal or
interest
due thereon (other than, or in addition to, bringing current
Monthly
Payments with respect to such Mortgage Loan or the [_____] B
Loan),
including any reduction in the Monthly Payment;
(b) except as expressly contemplated by the related Mortgage,
results in
a release of the lien of the Mortgage on any material portion
of the
related Mortgaged Property without a corresponding Principal
Prepayment
in an amount not less than the fair market value (as is), as
determined
by an Appraisal delivered to the Special Servicer (at the
expense of
the related Borrower and upon which the Special Servicer may
conclusively rely), of the property to be released; or
(c) in the good faith and reasonable judgment of the Special
Servicer,
otherwise materially impairs the security for such Mortgage
Loan
or the
[_____] B Loan or reduces the likelihood of timely payment of
amounts
due thereon.
"Monthly Payment": With respect to any Mortgage Loan or the
[_____]
B 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 (but not excluding any constant Monthly Payment due on a
Balloon Loan),
which is payable by the related Borrower on such Due Date under the
related
Note. 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., and its
successors
in interest.
"Mortgage": The mortgage, deed of trust or other instrument
creating
a first lien on or first priority ownership interest in a Mortgaged
Property
securing a Note.
"Mortgage File": With respect to any Mortgage Loan or the [_____]
B
Loan, collectively, the mortgage documents listed in Section
2.01(a)(i) through
(xx) pertaining to such particular Mortgage Loan or the [_____] B
Loan and any
additional documents required to be added to such Mortgage File
pursuant to the
express provisions of this Agreement.
"Mortgage Loan": Each of the mortgage loans transferred and
assigned
to the Trustee pursuant to Section 2.01 and from time to time held
in the Trust
Fund. The mortgage loans originally so transferred, assigned and
held are
identified on the Mortgage Loan Schedule as of the Closing Date.
Such term shall
include any REO Loan, Specially Serviced Loan or any
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Mortgage Loan that has been defeased in whole or in part. Such term
shall not
include the B Loan.
"Mortgage Loan Purchase Agreements": Each of the [____]
Purchase
Agreement and the [____] Purchase Agreement.
"Mortgage Loan Schedule": The list of Mortgage Loans included in
the
Trust Fund as of the Closing Date being attached hereto as Exhibit
B-1, which
list shall set forth the following information with respect to each
Mortgage
Loan:
(a) the loan number;
(b) the street address (including city, state and zip code) of
the
related
Mortgaged Property;
(c) the Mortgage Rate in effect as of the Cut-off Date;
(d) the original principal balance;
(e) the Stated Principal Balance as of the Cut-off Date;
(f) the Maturity Date for each Mortgage Loan;
(g) the Due Date;
(h) the amount of the Monthly Payment due on the first Due Date
following
the Cut-off Date;
(i) [Reserved];
(j) the Servicing Fee Rate;
(k) whether the Mortgage Loan is an Actual/360 Mortgage Loan;
(l) whether such Mortgage Loan has a hard lock-box, a springing
hard
lock-box,
a soft-at-closing, springing hard lock-box or no lock-box at
all;
(m) identifying any Mortgage Loans with which any such Mortgage
Loans are
cross-collateralized;
(n) the applicable Loan Group to which such Mortgage Loan
belongs;
and
(o) the number of units, pads, rooms or square feet with respect
to
each
Mortgaged Property.
Such list may be in the form of more than one list, collectively
setting forth
all of the information required. A comparable list shall be
prepared with
respect to the [_____] B Loan.
"Mortgage Loan Seller[s]": [________].
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"Mortgage Pool": All of the Mortgage Loans and any successor
REO
Loans, collectively. The Mortgage Pool does not include the [_____]
B Loan, or
any related REO Loans.
"Mortgaged Property": The underlying property securing a
Mortgage
Loan including any REO Property, consisting of a fee simple estate,
and, with
respect to certain Mortgage Loans, a leasehold estate or both a
leasehold estate
and a fee simple estate, or a leasehold estate in a portion of the
property and
a fee simple estate in the remainder, in a parcel of land improved
by a
commercial property, together with any personal property, fixtures,
leases and
other property or rights pertaining thereto.
"Mortgage Rate": With respect to each Mortgage Loan, [_____] B
Loan
and any Interest Accrual Period, the annual rate at which interest
accrues on
such Mortgage Loan or the [_____] B Loan during such period (in the
absence of a
default), as set forth in the related Note from time to time. The
"Mortgage
Rate" for purposes of calculating the Net Mortgage Pass-Through
Rate and the
Weighted Average Net Mortgage Pass-Through Rate shall be the
Mortgage Rate of
such Mortgage Loan or the [_____] B Loan without giving effect to
any Default
Rate and without taking into account any reduction in the interest
rate by a
bankruptcy court pursuant to a plan of reorganization or pursuant
to any of its
equitable powers or a reduction in interest or principal due to a
modification
pursuant to Section 3.31, 3.32, 3.33 or 3.34 hereof, as
applicable.
"Net Condemnation Proceeds": Condemnation Proceeds, to the
extent
such proceeds are not to be applied to the restoration,
preservation or repair
of the related Mortgaged Property or released to the Borrower in
accordance with
the express requirements of the Mortgage or Note or other documents
included in
the Mortgage File or in accordance with the Servicing Standard.
"Net Default Interest": With respect to any Distribution Date,
an
amount equal to the sum of (i) the amount of the aggregate
collected Default
Interest allocable to the Mortgage Loans received during the
preceding
Collection Period, minus (ii) any portions thereof withdrawn (A)
from the
Collection Account pursuant to Section 3.06(b)(ix) for Advance
Interest Amounts
and unreimbursed Additional Trust Fund Expenses incurred during or
prior to such
Collection Period and (B) from the Loan Combination Collection
Account pursuant
to Section 3.06(c)(ix) for Advance Interest Amounts and
unreimbursed Additional
Trust Fund Expenses incurred during such Collection Period.
"Net Insurance Proceeds": Insurance Proceeds, to the extent
such
proceeds are not to be applied to the restoration of the related
Mortgaged
Property or released to the Borrower in accordance with the express
requirements
of the Mortgage or Note or other documents included in the Mortgage
File or in
accordance with prudent and customary servicing practices.
"Net Liquidation Proceeds": The Liquidation Proceeds received
with
respect to any Mortgage Loan or Loan Combination net of the amount
of (i)
Liquidation Expenses incurred with respect thereto and, (ii) with
respect to
proceeds received in connection with the taking of a Mortgaged
Property (or
portion thereof) by the power of eminent domain in condemnation,
amounts
required to be applied to the restoration or repair of the related
Mortgaged
Property.
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"Net Mortgage Pass-Through Rate": With respect to any Mortgage
Loan
or the [_____] B Loan and any Distribution Date, the per annum rate
equal to the
Mortgage Rate for such Mortgage Loan or the [_____] B Loan, minus,
for any such
Mortgage Loan or the [_____] B Loan, the aggregate of the
applicable Servicing
Fee Rate and Trustee Fee Rate; provided, however, that for purposes
of
calculating Pass-Through Rates, the Net Mortgage Pass-Through Rate
for any
Mortgage Loan or the [_____] B Loan will be determined without
regard to any
modification, waiver or amendment of the terms of such Mortgage
Loan or the
[_____] B Loan, whether agreed to by the Master Servicer or
resulting from a
bankruptcy, insolvency or similar proceeding involving the
Borrower.
Notwithstanding the foregoing, if any such Mortgage Loan does
not
accrue interest on the basis of a 360-day year consisting of twelve
30-day
months, then the "Net Mortgage Pass-Through Rate" of such Mortgage
Loan for any
Interest Accrual Period will be the annualized rate at which
interest would have
to accrue in respect of such Mortgage Loan on the basis of a
360-day year
consisting of twelve 30-day months in order to produce the
aggregate amount of
interest actually accrued in respect of such Mortgage Loan at the
related
Mortgage Rate less the Servicing Fee Rate and the Trustee Fee Rate
during such
Interest Accrual Period; provided, however, that with respect to
each such
Mortgage Loan, the Mortgage Rate for the one-month period (i)
preceding the Due
Dates in (a) January and February in each year that is not a leap
year or (b)
February only in each year that is a leap year will be determined
exclusive of
the amounts withheld from that month and (ii) preceding the Due
Date in March,
will be determined inclusive of the Withheld Amounts from the
immediately
preceding February and, if applicable, January.
"Net Prepayment Interest Excess": The excess amount, if any,
that
the aggregate of all Prepayment Interest Excess for all Mortgage
Loans that the
Master Servicer is servicing exceeds the aggregate of all
Prepayment Interest
Shortfalls for such Mortgage Loans as of any Distribution Date.
"Net Prepayment Interest Shortfall": With respect to the
Mortgage
Loans that the Master Servicer is servicing, the aggregate
Prepayment Interest
Shortfalls on such Mortgage Loans in excess of the Master Servicer
Prepayment
Interest Shortfall on such Mortgage Loans.
"Net REO Proceeds": With respect to each REO Property, REO
Proceeds
with respect to such REO Property net of any insurance premiums,
taxes,
assessments and other costs and expenses permitted to be paid
therefrom pursuant
to Section 3.17(b) of this Agreement.
"New Lease": Any lease of REO Property entered into on behalf of
the
Loan REMIC, if applicable, or the Lower-Tier REMIC if such REMIC
has the right
to renegotiate the terms of such lease, including any lease renewed
or extended
on behalf of such REMIC.
"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 promulgated as
recommended by
the CMSA for commercial mortgage securities transactions generally
and, insofar
as it requires the presentation of information in addition to that
called for by
the form of the "NOI Adjustment Worksheet" available as of the
Closing Date
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on the CMSA Website, is acceptable to the Master Servicer or the
Special
Servicer, as applicable.
"Non-U.S. Person": A person that is not a U.S. Person.
"Nonrecoverable Advance": Any Nonrecoverable P&I Advance or
Nonrecoverable Property Advance. Workout-Delayed Reimbursement
Amounts shall
constitute a Nonrecoverable Advance only when the Person making
such
determination in accordance with the procedures specified in the
definition of
Nonrecoverable P&I Advance or Nonrecoverable Property Advance,
as applicable,
and taking into account factors such as all other outstanding
Advances, has
determined that such Workout-Delayed Reimbursement Amounts,
together with any
accrued and unpaid interest thereon, would not ultimately be
recoverable from
Late Collections or any other recovery on or in respect of (i) with
respect to
Nonrecoverable P&I Advances, general collections on the related
Mortgage Loan or
REO Loan and (ii) with respect to Nonrecoverable Property Advances,
the general
collections on the related Mortgage Loan (or if applicable, the
Loan
Combination) or REO Loan.
"Nonrecoverable P&I Advance": Any P&I Advance previously
made or
proposed to be made in respect of a Mortgage Loan or REO Loan
which, in the
reasonable judgment of the Master Servicer, the Special Servicer,
in each case
in accordance with the Servicing Standard, or the Trustee, as
applicable, would
not be ultimately recoverable, together with any accrued and unpaid
interest
thereon, from late payments, Condemnation Proceeds, Insurance
Proceeds,
Liquidation Proceeds and other collections on or in respect of the
related
Mortgage Loan or REO Loan, which shall be evidenced by an officer
certificate as
provided by Section 4.07(c). In the case of a Cross-Collateralized
Mortgage
Loan, such recoverability determination shall take into account the
cross
collateralization of the related Cross-Collateralized Mortgage
Loan.
"Nonrecoverable Property Advance": Any Property Advance
previously
made or proposed to be made in respect of a Mortgage Loan or the
Loan
Combination or any REO Property that, in the reasonable judgment of
the Master
Servicer, the Special Servicer, in each case in accordance with the
Servicing
Standard, or the Trustee, as applicable, would not be ultimately
recoverable,
together with any accrued and unpaid interest thereon, from late
payments,
Condemnation Proceeds, Insurance Proceeds, Liquidation Proceeds and
other
collections on or in respect of the related Mortgage Loan, REO Loan
or Loan
Combination, which shall be evidenced by an officer certificate as
provided by
Section 3.24(d). In the case of a cross-collateralized Mortgage
Loan, such
recoverability determination shall take into account the cross
collateralization
of the related cross-collateralized Mortgage Loan.
"Note": With respect to any Mortgage Loan or the [_____] B Loan
as
of any date of determination, the note or other evidence of
indebtedness and/or
agreements evidencing the indebtedness of a Borrower under such
Mortgage Loan or
the [_____] B Loan including any amendments or modifications, or
any renewal or
substitution notes, as of such date.
"Notice of Termination": Any of the notices given to the Trustee
and
the Master Servicer by the Certificateholder owning a majority of
the Percentage
Interests in the Controlling Class, the Special Servicer or the
Master Servicer
pursuant to Section 9.01(c).
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"Notional Amount" or "Notional Balance": As of any date of
determination: (i) with respect to all of the [Class X-C]
Certificates as a
Class, the [Class X-C] Notional Amount as of such date of
determination; (ii)
with respect to any [Class X-C] Certificate, the product of the
Percentage
Interest evidenced by such Certificate and the [Class X-C] Notional
Amount as of
such date of determination; (iii) with respect to all of the [Class
X-P]
Certificates as a Class, the [Class X-P] Notional Amount as of such
date of
determination; (iv) with respect to any [Class X-P] Certificate,
the product of
the Percentage Interest evidenced by such Certificate and the
[Class X-P]
Notional Amount as of such date of determination; and (v) with
respect to any
Component, as set forth in the definition of such Component.
"Officer's Certificate": A certificate signed by the Additional
Servicer, the Chairman of the Board, the Vice Chairman of the
Board, the
President or a Vice President (however denominated) and by the
Treasurer, the
Secretary, one of the Assistant Treasurers or Assistant
Secretaries, any Trust
Officer or other officer of the Master Servicer or Special Servicer
customarily
performing functions similar to those performed by any of the above
designated
officers, any Servicing Officer and also with respect to a
particular matter,
any other officer to whom such matter is referred because of such
officer's
knowledge of and familiarity with the particular subject, or an
authorized
officer of the Depositor, and delivered to the Depositor, the
Trustee, the
Special Servicer or the Master Servicer, as the case may be.
"Operating Statement Analysis Report": A report substantially in
the
form of, and contain 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
promulgated
as recommended by the CMSA for commercial mortgage-backed
securities
transactions generally and, insofar as it requires the presentation
of
information in addition to that called for by the form of the
"Operating
Statement Analysis Report" available as of the Closing Date on the
CMSA Website,
is reasonably acceptable to the Master Servicer or the Special
Servicer, as
applicable.
"Opinion of Counsel": A written opinion of counsel, who may,
without
limitation, be counsel for the Depositor, the Special Servicer or
the Master
Servicer, as the case may be, acceptable to the Trustee, except
that any opinion
of counsel relating to (a) qualification of the Loan REMIC, the
Upper-Tier REMIC
or the Lower-Tier REMIC as a REMIC or the imposition of tax under
the REMIC
Provisions on any income or property of any REMIC, (b) compliance
with the REMIC
Provisions (including application of the definition of
"Independent
Contractor"), (c) qualification of the Grantor Trust as a grantor
trust or (d) a
resignation of the Master Servicer or the Special Servicer pursuant
to Section
6.04, must be an opinion of counsel who is Independent of the
Depositor and the
Master Servicer.
"Originator": Any of (i) the Mortgage Loan Seller, and (ii)
with
respect to any Mortgage Loan acquired by the Mortgage Loan Seller,
the
originator of such Mortgage Loan.
"Ownership Interest": Any record or beneficial interest in a
[Class
R] or [Class LR] Certificate.
"P&I Advance": As to any Mortgage Loan, any advance made by
the
Master Servicer or the Trustee pursuant to Section 4.07. Each
reference to the
payment or
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reimbursement of a P&I Advance shall be deemed to include,
whether or not
specifically referred to and without duplication, payment or
reimbursement of
interest thereon at the Advance Rate from and including the date of
the making
of such P&I Advance to and including the date of payment or
reimbursement.
"P&I Advance Determination Date": With respect to any
Distribution
Date, the second Business Day prior to such Distribution Date.
"Pass-Through Rate": With respect to each Class of Certificates
(other than the [Class R] and [Class LR] Certificates), the
Pass-Through Rate
for such Class as set forth below:
Class
Pass-Through Rate
--------------------------
-----------------------------
[Class A-1].............. [Class A-1]
Pass-Through Rate
[Class A-2].............. [Class A-2]
Pass-Through Rate
[Class A-3].............. [Class A-3]
Pass-Through Rate
[Class A-4].............. [Class A-4]
Pass-Through Rate
[Class A-AB]............. [Class A-AB]
Pass-Through Rate
[Class A-5A]............. [Class A-5A]
Pass-Through Rate
[Class A-5B]............. [Class A-5B]
Pass-Through Rate
[Class A-1A]............. [Class A-1A]
Pass-Through Rate
[Class X-C].............. [Class X-C]
Pass-Through Rate
[Class X-P].............. [Class X-P]
Pass-Through Rate
[Class A-J].............. [Class A-J]
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
[Class O]................ [Class O] Pass-Through
Rate
[Class P]................ [Class P] Pass-Through
Rate
With respect to each Class of Lower-Tier Regular Interests, the
Weighted Average Net Mortgage Pass-Through Rate.
"Paying Agent": The
paying agent appointed pursuant to Section 5.04.
"PCAOB": The Public Company Accounting Oversight Board.
"Penalty Charges": With respect to any Mortgage Loan or the
[_____]
B Loan (or successor REO Loan), any amounts collected thereon that
represent
late payment charges or Default Interest, other than a Yield
Maintenance Charge.
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"Percentage Interest": As to any Certificate, the percentage
interest evidenced thereby in distributions required to be made
with respect to
the related Class. With respect to any Certificate (except the
[Class R] and
[Class LR] Certificates), the percentage interest is equal to the
initial
denomination of such Certificate divided by the initial Certificate
Balance or
Notional Balance, as applicable, of such Class of Certificates.
With respect to
any [Class R] or [Class LR] Certificate, the percentage interest is
set forth on
the face thereof.
"Performing Loan": A Mortgage Loan or Loan Combination that is not
a
Specially Serviced Loan or REO Loan.
"Permitted Investments": Any one or more of the following
obligations or securities payable on demand or having a scheduled
maturity on or
before the Business Day preceding the date upon which such funds
are required to
be drawn, regardless of whether issued by the Depositor, the Master
Servicer,
the Special Servicer, the Trustee or any of its respective
Affiliates and having
at all times the required ratings, if any, provided for in this
definition,
unless each Rating Agency shall have confirmed in writing to the
Master Servicer
that a lower rating would not, in and of itself, result in a
downgrade,
qualification or withdrawal of the then-current ratings assigned to
the
Certificates:
(a) direct obligations of, or obligations fully guaranteed as
to
payment of
principal and interest by, the United States or any agency or
instrumentality thereof provided such obligations are backed by the
full
faith and
credit of the United States of America including, without
limitation, obligations of the U.S. Treasury (all direct or
fully
guaranteed
obligations), the Farmers Home Administration (certificates of
beneficial
ownership), the General Services Administration (participation
certificates), the U.S. Maritime Administration (guaranteed Title
XI
financing), the Small Business Administration (guaranteed
participation
certificates and guaranteed pool certificates), the U.S. Department
of
Housing
and Urban Development (local authority bonds) and the
Washington
Metropolitan Area Transit Authority (guaranteed transit bonds);
provided,
however,
that each investment described in this clause must (A) have a
predetermined fixed dollar amount of principal due at maturity,
which
cannot
vary or change, (B) if bearing a variable rate of interest,
have
its
interest rate tied to a single interest rate index plus a fixed
spread
(if any)
and move proportionately with that index, and (C) not be
subject
to
liquidation prior to its maturity;
(b) Federal Housing Administration debentures;
(c) obligations of the following United States government
sponsored
agencies:
Federal Home Loan Mortgage Corp. (debt obligations), the Farm
Credit
System (consolidated systemwide bonds and notes), the Federal
Home
Loan Banks
(consolidated debt obligations), the Federal National Mortgage
Association (debt obligations), the Student Loan Marketing
Association
(debt
obligations), the Financing Corp. (debt obligations), and the
Resolution
Funding Corp. (debt obligations); provided, however, that each
investment
described in this clause must (A) have a predetermined fixed
dollar
amount of principal due at maturity, which cannot vary or
change,
(B) if
bearing a variable rate of interest, its interest rate tied to
a
single
interest rate index plus a fixed spread (if any) and move
proportionately with that index, and (C) not be subject to
liquidation
prior to
their maturity;
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(d) federal funds, unsecured certificates of deposit, time or
similar
deposits, bankers' acceptances and repurchase agreements, with
maturities
of not more than 365 days, of any bank, the short term
obligations of which are rated in the highest short term rating
category
by each
Rating Agency or, if not rated by [S&P] or [Moody's], as
applicable, otherwise acceptable to [S&P] or [Moody's], as
applicable, and
in each
case as confirmed in writing that such investment would not, in
and of
itself, result in a downgrade, qualification or withdrawal of
the
then-current ratings assigned to the Certificates; provided,
however, that
the
investment described in this clause must (A) have a
predetermined
fixed
dollar amount of principal due at maturity, which cannot vary
or
change,
(B) if bearing a variable rate of interest, have its interest
rate
tied to a
single interest rate index plus a fixed spread (if any) and
move
proportionately with that index, and (C) not be subject to
liquidation
prior to
its maturity;
(e) fully Federal Deposit Insurance Corporation-insured demand
and
time
deposits in, or certificates of deposit of, or bankers'
acceptances
issued by,
any bank or trust company, savings and loan association or
savings
bank, and, if such demand and time deposits in, or certificates
of
deposit
of, or bankers' acceptances are not fully insured by the
Federal
Deposit
Insurance Corporation, the short term obligations of such bank
or
trust
company, savings and loan association or savings bank are rated
in
the
highest short term rating category by each Rating Agency or, if
not
rated by
[S&P] or [Moody's], as applicable, otherwise acceptable to
[S&P]
or
[Moody's], as applicable, and in each case as confirmed in writing
that
such
investment would not, in and of itself, result in a downgrade,
qualification or withdrawal of the then-current ratings assigned to
the
Certificates; provided, however, that each investment described in
this
clause must (A)
have a predetermined fixed dollar amount of principal due
at
maturity, which cannot vary or change, (B) if bearing a variable
rate
of
interest, its interest rate tied to a single interest rate index
plus a
fixed
spread (if any) and move proportionately with that index, and
(C)
not be
subject to liquidation prior to their maturity;
(f) debt obligations with maturities of not more than 365 days
rated
in the
highest long-term unsecured rating category by each Rating
Agency
or, if not
rated by [S&P] or [Moody's], as applicable, otherwise
acceptable
to [S&P] or [Moody's], as applicable, and in each case as
confirmed
in writing that such investment would not, in and of itself,
result in
a downgrade, qualification or withdrawal of the then-current
ratings
assigned to the Certificates; provided, however, that each
investment
described in this clause must (A) have a predetermined fixed
dollar
amount of principal due at maturity, which cannot vary or
change,
(B) if
bearing a variable rate of interest, have its interest rate tied
to
a single
interest rate index plus a fixed spread (if any) and move
proportionately with that index, and (C) not be subject to
liquidation
prior to
its maturity;
(g) commercial paper (including both non-interest-bearing
discount
obligations and interest-bearing obligations payable on demand or
on a
specified
date not more than one year after the date of issuance thereof)
with
maturities of not more than 365 days and that is rated in the
highest
short-term
unsecured debt rating by each Rating Agency or, if not rated by
[S&P]
or [Moody's], as applicable, otherwise acceptable to [S&P]
or
[Moody's],
as applicable, and in each case as confirmed in writing that
such
investment would not, in and of itself, result in a downgrade,
qualification or withdrawal
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of the
then-current ratings assigned to the Certificates; provided,
however,
that each investment described in this clause must (A) have a
predetermined fixed dollar amount of principal due at maturity,
which
cannot
vary or change, (B) if bearing a variable rate of interest,
have
its
interest rate tied to a single interest rate index plus a fixed
spread
(if any)
and move proportionately with that index, and (C) not be
subject
to
liquidation prior to their maturity;
(h)
units of taxable money market mutual funds, issued by regulated
investment
companies, which seek to maintain a constant net asset value
per share
(including the Federated Prime Obligation Money Market Fund
(the
"Fund"))
so long as any such fund is rated in the highest short-term
unsecured
debt ratings category by each Rating Agency or, if not rated by
[S&P]
or [Moody's], as applicable, otherwise acceptable to [S&P]
or
[Moody's],
as applicable, and in each case as confirmed in writing that
such
investment would not, in and of itself, result in a downgrade,
qualification or withdrawal of the then-current ratings assigned to
the
Certificates; and
(i) any other demand, money market or time deposit, demand
obligation
or any other obligation, security or investment, provided that
each
Rating Agency has confirmed in writing to the Master Servicer,
Special
Servicer or Trustee, as applicable, that such investment would
not, in and of itself,
result in a downgrade, qualification or withdrawal
of the
then-current ratings assigned to the Certificates.
provided, however, that no instrument or security shall be a
Permitted
Investment (a) unless such instrument is a "cash flow investment"
earning a
passive return in the nature of interest pursuant to Code Section
860G(a)(6) or
(b) if (i) such instrument or security evidences a right to receive
only
interest payments or (ii) the right to receive principal and
interest payments
derived from the underlying investment provides a yield to maturity
in excess of
120% of the yield to maturity at par of such underlying investment
or (c) if it
may be redeemed of a price below the purchase price. No Permitted
Investment may
be purchased at a price in excess of par or sold prior to maturity
if such sale
would result in a loss of principal or a tax on a prohibited
transaction under
Section 860F of the Code.
"Permitted Transferee": With respect to a [Class R] or [Class
LR]
Certificate, any Person or agent thereof that is a Qualified
Institutional
Buyer, an Affiliated Person or an Institutional Accredited
Investor, other than
(a) a Disqualified Organization, (b) any other Person so designated
by the
Certificate Registrar who is unable to provide an Opinion of
Counsel (provided
at the expense of such Person or the Person requesting the
Transfer) to the
effect that the Transfer of an Ownership Interest in any [Class R]
or [Class LR]
Certificate to such Person will not cause the Loan REMIC, the
Upper-Tier REMIC
or the Lower-Tier REMIC to fail to qualify as a REMIC at any time
that the
Certificates are outstanding, (c) a Person that is a Disqualified
Non-U.S.
Person and (d) a Plan or any Person investing the assets of a
Plan.
"Person": Any individual, corporation, limited liability
company,
partnership, joint venture, association, joint-stock company,
trust,
unincorporated organization or government or any agency or
political subdivision
thereof.
"Plan": As defined in Section 5.02(k).
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"Prepayment Assumption": The assumption that each Mortgage Loan
does
not prepay prior to its respective Maturity Date.
"Prepayment Date": As defined in Section 2.03(d).
"Prepayment Interest Excess": With respect to any Distribution
Date,
the aggregate amount, with respect to all Mortgage Loans that were
subject to
Principal Prepayment in full or in part, or as to which Insurance
Proceeds,
Liquidation Proceeds or Condemnation Proceeds, as applicable, were
received by
the Master Servicer or Special Servicer for application to such
Mortgage Loans,
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
accrued at the
Mortgage Rate for such Mortgage Loans on the amount of such
Principal
Prepayments, Insurance Proceeds, Liquidation Proceeds and
Condemnation Proceeds
after the Due Date relating to such Collection Period and accruing
in the manner
set forth in the related Loan Documents, to the extent such
interest is
collected by the Master Servicer or the Special Servicer (without
regard to any
Prepayment Premium or Yield Maintenance Charge actually
collected).
"Prepayment Interest Shortfall": With respect to any
Distribution
Date, for each Mortgage Loan that was subject to a Principal
Prepayment in full
or in part and which did not include a full month's interest, or as
to which
Insurance Proceeds, Liquidation Proceeds or Condemnation Proceeds,
as
applicable, were received by the Master Servicer or Special
Servicer for
application to such Mortgage Loan, in each case after the Due Date
in the
calendar month preceding such Distribution Date but prior to the
Due Date in the
related Collection Period, the amount of interest that would have
accrued at the
Net Mortgage Pass-Through Rate for such Mortgage Loan on the amount
of such
Principal Prepayment, Insurance Proceeds, Liquidation Proceeds or
Condemnation
Proceeds during the period commencing on the date as of which such
Principal
Prepayment, Insurance Proceeds, Liquidation Proceeds or
Condemnation Proceeds,
as applicable, were applied to the unpaid principal balance of the
Mortgage Loan
and ending on (and including) the day immediately preceding such
Due Date
(without regard to any Prepayment Premium or Yield Maintenance
Charge actually
collected).
"Prepayment Premium": Any premium, fee or other additional
amount
(other than a Yield Maintenance Charge) paid or payable on a
Mortgage Loan or
the [_____] B Loan by a Borrower as the result of a Principal
Prepayment
thereon, not otherwise due thereon, in respect of principal or
interest, which
is intended to compensate the holder of the related Note for
prepayment.
"Primary Servicing Fee Rate": With respect to each Mortgage Loan
or
the [_____] B Loan, the rate per annum set forth on Exhibit
B-2.
"Prime Rate": The "Prime Rate" as published in the "Money
Rates"
section of The Wall Street Journal, Eastern edition (or, if such
section or
publication is no longer available, such other comparable
publication as
determined by the Trustee in its reasonable discretion) as may be
in effect from
time to time, or, if the "Prime Rate" no longer exists, such other
comparable
rate (as determined by the Trustee in its reasonable discretion) as
may be in
effect from time to time. The Trustee shall notify in writing the
Master
Servicer and the Special Servicer with regard to any determination
of the Prime
Rate in accordance with the parenthetical in the preceding
sentence.
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"Principal Balance Certificate": The [Class A-1], [Class A-2],
[Class A-3], [Class A-4], [Class A-AB], [Class A-5A], [Class A-5B],
[Class
A-1A], [Class A-J], [Class B], [Class C], [Class D], [Class E],
[Class F],
[Class G], [Class H], [Class J], [Class K], [Class L], [Class M],
[Class N],
[Class O] and [Class P] Certificates.
"Principal Distribution Amount": For any Distribution Date, an
amount equal to (i) the sum of:
(a) the principal component of all scheduled Monthly Payments
(other
than
Balloon Payments) due on the Mortgage Loans on or before the
related
Due Date
(if received or advanced);
(b) the principal component of all Assumed Scheduled Payments due
on
or before
the related Due Date (if received or advanced) with respect to
any
Mortgage Loan that is delinquent in respect of its Balloon
Payment;
(c) the Stated Principal Balance of each Mortgage Loan that
was,
during the
related Collection Period, repurchased from the Trust Fund in
connection
with a Breach or Defect pursuant to Section 2.03, purchased
pursuant
to Section 3.18, or purchased from the Trust Fund pursuant to
Section
9.01;
(d) the portion of Unscheduled Payments allocable to principal
of
any
Mortgage Loan that was liquidated during the related Collection
Period;
(e)
the principal component of all Balloon Payments and any other
principal
payment on any Mortgage Loan received on or after the Maturity
Date
thereof, to the extent received during the related Collection
Period;
(f) all other Principal Prepayments on Mortgage Loans received
in
the
related Collection Period; and
(g) any other full or partial recoveries in respect of principal
of
Mortgage
Loans, including Insurance Proceeds, Liquidation Proceeds and
Net
REO
Proceeds received in the related Collection Period (including
any
amount
related to the Loss of Value Payments to the extent that such
amount was
transferred into the Collection Account pursuant to Section
3.06(f)
during the related Collection Period),
as reduced by (ii) any (1) Nonrecoverable Advances plus interest
on
such Nonrecoverable Advances that are paid or reimbursed from
principal collections on the Mortgage Loans or, with respect to
Property Advances, the Loan Combination, in a period during
which
such principal collections would have otherwise been included in
the
Principal Distribution Amount for such Distribution Date and
(2)
Workout-Delayed Reimbursement Amounts that were paid or
reimbursed
from principal collections on the Mortgage Loans or, with respect
to
Property Advances, the Loan Combination, in a period during
which
such principal collections would have otherwise been included in
the
Principal Distribution
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Amount for such Distribution Date (provided, that, in the case
of
clauses (1) and (2) above, if any of the amounts that were
reimbursed from principal collections on the Mortgage Loans or,
with
respect to Property Advances, the Loan Combination, are
subsequently
recovered on the related Mortgage Loan or, with respect to
Property
Advances, the Loan Combination, such recovery will increase the
Principal Distribution Amount for the Distribution Date related
to
the period in which such recovery occurs).
The principal component of the amounts set forth above shall be
determined in
accordance with Section 1.02 hereof.
"Principal Prepayment": Any payment of principal made by a
Borrower
on a Mortgage Loan or the [_____] B Loan which is received in
advance of its
scheduled Due Date and which is not accompanied by an amount of
interest
representing the full amount of scheduled interest due on any date
or dates in
any month or months subsequent to the month of prepayment.
"Private Global Certificate": Each of the Regulation S Global
Certificates or Rule 144A Global Certificates with respect to the
[Class X-C],
[Class E], [Class F], [Class G], [Class H], [Class J], [Class K],
[Class L],
[Class M], [Class N], [Class O] and [Class P] Certificates if and
so long as
such class of Certificates is registered in the name of a nominee
of the
Depository.
"Private Placement Memorandum": Means the Private Placement
Memorandum, dated [________], pursuant to which the [Class X-C],
[Class E],
[Class F], [Class G], [Class H], [Class J], [Class K], [Class L],
[Class M],
[Class N], [Class O] and [Class P] Certificates will be offered for
sale.
"Privileged Person": Means a party to this Agreement, a Rating
Agency, a designee of the Depositor (including any financial market
publisher),
the initial Controlling Class Representative, each Underwriter and
any other
person who delivers to the Trustee in the form attached hereto as
Exhibit L
(which form may be provided by the Trustee upon request), a
certification that
such person is a Certificateholder, a Certificate Owner of a
Certificate or a
prospective purchaser of a Certificate.
"Property Advance": As to any Mortgage Loan or Loan Combination,
any
advance made by the Master Servicer, the Special Servicer or the
Trustee, as
applicable, in respect of Property Protection Expenses or any
expenses incurred
to protect, preserve and enforce the security for a Mortgage Loan
or the Loan
Combination or to pay taxes and assessments or insurance premiums
with respect
to the related Mortgaged Property, to the extent the making of any
such advance
is specifically provided for in this Agreement, including, but not
limited to,
as provided in Section 3.04 and Section 3.24, as applicable. Each
reference to
the payment or reimbursement of a Property Advance shall be deemed
to include,
whether or not specifically referred to, payment or reimbursement
of interest
thereon at the Advance Rate from and including the date of the
making of such
Advance to and including the date of payment or reimbursement.
Notwithstanding
anything to the contrary, "Property Advance" shall not include
allocable
overhead of the Master Servicer or the Special Servicer, as
applicable, such as
costs for
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office space, office equipment, supplies and related expenses,
employee salaries
and related expenses and similar internal costs and expenses or
costs and
expenses incurred by any such party in connection with its purchase
of a
Mortgage Loan or REO Property.
"Property Protection Expenses": With respect to any Mortgage Loan
or
the [_____] B Loan, any costs and expenses incurred by the Master
Servicer or
the Special Servicer pursuant to Sections 3.04, 3.08(a), 3.10(b),
3.10(e),
3.10(f), 3.10(h), 3.10(i), 3.10(k), 3.11, 3.12(e), 3.17(a),
3.17(b), 3.17(c),
3.18(g) or 3.28(a) or indicated herein as being payable as a
Property Advance or
as a cost or expense of the Trust Fund (and, in the case of the
Loan
Combination, the [_____] B Loan Noteholder but subject to the
provisions of
Section 1.02(e)) or the Lower-Tier REMIC, or Upper-Tier REMIC to be
paid out of
the Collection Account.
"Prospectus": The Depositor's Prospectus dated [________], as
supplemented by the Prospectus Supplement dated [________],
relating to the
offering of the [Class A-1], [Class A-2], [Class A-3], [Class A-4],
[Class
A-AB], [Class A-5A], [Class A-5B], [Class A-1A], [Class A-J],
[Class B], [Class
C], [Class D] and [Class X-P] Certificates.
"PTCE 95-60": Prohibited Transaction Class Exemption 95-60.
"Qualified Institutional Buyer": A qualified institutional
buyer
within the meaning of Rule 144A.
"Qualified Insurer": As used in Section 3.08, (i) an insurance
company or security or bonding company qualified to write the
related insurance
policy in the relevant jurisdiction which shall have a rating of
"A3" or better
by [Moody's] and an insurance financial strength rating of "A-" or
better by
[S&P] and (ii) in the case of the fidelity bond and the errors
and omissions
insurance required to be maintained pursuant to Section 3.08(d),
shall have a
claims paying ability rated by each Rating Agency no lower than two
ratings
categories (without regard to pluses or minuses or numeric
qualifications) lower
than the highest rating of any outstanding Class of Certificates
from time to
time, but in no event lower than "A2" by [Moody's] (or if such
company is not
rated by [Moody's], is rated at least A:IX by A.M. Best's Key
Rating Guide) and
in the case of [S&P], an insurance financial strength rating of
"A" or better,
unless in any such case each of the Rating Agencies has confirmed
in writing
that obtaining the related insurance from an insurance company that
is not rated
by each of the Rating Agencies (subject to the foregoing
exceptions) or that has
a lower claims-paying ability than such requirements shall not
result, in and of
itself, in a downgrade, qualification or withdrawal of the
then-current ratings
by such Rating Agency to any Class of Certificates.
"Qualified Mortgage": A Mortgage Loan that is a "qualified
mortgage"
within the meaning of Code Section 860G(a)(3) of the Code (but
without regard to
the rule in Treasury Regulations Section 1.860G-2(f)(2) that treats
a defective
obligation as a qualified mortgage), or any substantially similar
successor
provision.
"Qualifying Substitute Mortgage Loan": A mortgage loan which
must,
on the date of substitution: (i) have an outstanding Stated
Principal Balance,
after application of all scheduled payments of principal and/or
interest due
during or prior to the month of substitution, whether or not
received, not in
excess of the Stated Principal Balance of the Removed Mortgage Loan
as of the
Due Date in the calendar month during which the substitution
occurs; (ii) have a
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Mortgage Rate not less than the Mortgage Rate of the Removed
Mortgage Loan;
(iii) have the same Due Date as the Removed Mortgage Loan; (iv)
accrue interest
on the same basis as the Removed Mortgage 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 Removed Mortgage Loan;
(vi) have an
original loan to value ratio not higher than that of the Removed
Mortgage Loan
and a current loan to value ratio not higher than the then current
loan-to-value
ratio of the Removed Mortgage 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; (viii) have an
Environmental Report
that indicates no material adverse environmental conditions with
respect to the
related Mortgaged Property and that will be delivered as a part of
the related
Servicing File; (ix) have an original Debt Service Coverage Ratio
of not less
than the original Debt Service Coverage Ratio of the Removed
Mortgage Loan and a
current Debt Service Coverage Ratio of not less than the current
Debt Service
Coverage Ratio of the Removed Mortgage Loan; (x) be determined by
an Opinion of
Counsel (at the Mortgage Loan Seller'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 that is three years prior to the Rated
Final
Distribution Date; (xii) not be substituted for a Removed Mortgage
Loan unless
the Trustee has received prior confirmation in writing by each
Rating Agency
that such substitution will not in and of itself 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 Mortgage Loan
Seller); (xiii) have
been approved by the Controlling Class Representative in its sole
discretion;
(xiv) prohibit defeasance within two years after the Closing Date,
(xv) not be
substituted for a Removed Mortgage Loan if it would result in the
termination of
the REMIC status of the Loan REMIC or either Trust REMIC or the
imposition of
tax on any of such REMICs 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 and (xvi) if the Removed Mortgage Loan is part
of Loan Group
2, have the same property type designation as the Removed Mortgage
Loan. In the
event that one or more mortgage loans are substituted for one or
more Removed
Mortgage Loans, then the amounts described in clause (i) shall be
determined on
the basis of aggregate Stated Principal Balances and the rates
described in
clause (ii) above and the remaining term to stated maturity
referred to in
clause (v) above shall be determined on a weighted average basis;
provided that
no individual Mortgage Rate shall be lower than the highest
Pass-Through Rate
(that is a fixed rate not subject to a cap equal to the Weighted
Average Net
Mortgage Rate) of any Class of Principal Balance Certificates
having an
outstanding Certificate Balance. When a Qualified Substitute
Mortgage Loan is
substituted for a Removed Mortgage Loan, the Mortgage Loan Seller
shall certify
that the Mortgage Loan meets all of the requirements of the above
definition and
shall send such certification to the Trustee.
"Rated Final Distribution Date": The Distribution Date in
[________].
"Rating Agency": means any of [S&P] and [Moody's].
"Real Property": Land or improvements thereon such as buildings
or
other inherently permanent structures thereon (including items that
are
structural components of the buildings or structures), in each such
case as such
terms are used in the REMIC Provisions.
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"Realized Loss": With respect to any Distribution Date, the
amount,
if any, by which (i) the aggregate Certificate Balance of the
Principal Balance
Certificates after giving effect to distributions of principal on
such
Distribution Date exceeds (ii) the aggregate Stated Principal
Balance of the
Mortgage Loans in the Mortgage Pool (for purposes of this
calculation only, not
giving effect to any reductions of the Stated Principal Balance for
principal
payments received on the Mortgage Loans in the Mortgage Pool that
were used to
reimburse the Master Servicer or the Trustee from general
collections of
principal on the Mortgage Loans for Workout-Delayed Reimbursement
Amounts, to
the extent such Workout-Delayed Reimbursement Amounts are not
otherwise
determined to be Nonrecoverable Advances) immediately following
the
Determination Date preceding such Distribution Date.
"Reassignment of Assignment of Leases, Rents and Profits": As
defined in Section 2.0l(a)(viii).
"Reconciliation of Funds Report": A report prepared by the
Trustee
substantially in the form of, and containing the information called
for in, the
downloadable form of the "Reconciliation of Funds Report" available
as of the
Closing Date on the CMSA Website, or such other final form for the
presentation
of such information and containing such additional information as
may from time
to time be promulgated as recommended by the CMSA for commercial
mortgage
securities transactions generally and, insofar as it requires the
presentation
of information in addition to that called for by the form of the
"Reconciliation
of Funds Report" available as of the Closing Date on the CMSA
Website, is
reasonably acceptable to the Trustee, the Master Servicer or the
Special
Servicer, as applicable.
"Record Date": With respect to each Distribution Date, the close
of
business on the last day of the calendar month preceding the month
in which such
Distribution Date occurs or, if such day is not a Business Day, the
preceding
Business Day; provided, however, that with respect to the
Distribution Date
occurring in [________], the Record Date will be the Closing
Date.
"Regular Certificates": The [Class A-1], [Class A-2], [Class
A-3],
[Class A-4], [Class A-AB], [Class A-5A], [Class A-5B], [Class
A-1A], [Class
X-C], [Class X-P], [Class A-J], [Class B], [Class C], [Class D],
[Class E],
[Class F], [Class G], [Class H], [Class J], [Class K], [Class L],
[Class M],
[Class N], [Class O] and [Class P] Certificates.
"Regulation AB": 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 D": Regulation D under the Act.
"Regulation S": Regulation S under the Act.
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"Regulation S Global Certificate": Each of the [Class E], [Class
F],
[Class G], [Class H], [Class J], [Class K], [Class L], [Class M],
[Class N],
[Class O] and [Class P] Certificates issued as such on the Closing
Date.
"Regulation S Investor": With respect to a transferee of an
interest
in a Regulation S Global Certificate, a transferee that acquires
such interest
pursuant to Regulation S.
"Regulation S Transfer Certificate": As defined in Section
5.02(c)(i)(B).
"Relevant Servicing Criteria": The Servicing Criteria applicable
to
each Reporting Servicer (as set forth, with respect to the
Servicer, the Special
Servicer, the Paying Agent and the Trustee, on Schedule III
attached hereto).
For clarification purposes, multiple Reporting Servicers can have
responsibility
for the same Relevant Servicing Criteria.
"REMIC": A "real estate mortgage investment conduit" within the
meaning of Section 860D of the Code and the REMIC Provisions.
"REMIC Provisions": Provisions of the federal income tax law
relating to real estate mortgage investment conduits, which appear
at Section
860A through 860G of Subchapter M of Chapter 1 of the Code, and
related
provisions, and regulations (including any applicable proposed
regulations) and
rulings promulgated thereunder, as the foregoing may be in effect
from time to
time.
"Removed Mortgage Loan": A Mortgage Loan which is repurchased
from
the Trust Fund pursuant to the terms hereof or as to which one or
more
Qualifying Substitute Mortgage Loans are substituted.
"Rents from Real Property": With respect to any REO Property,
gross
income of the character described in Section 856(d) of the Code,
which income,
subject to the terms and conditions of that Section of the Code in
its present
form, does not include:
(a) except as provided in Section 856(d)(4) or (6) of the Code,
any
amount
received or accrued, directly or indirectly, with respect to
such
REO
Property, if the determination of such amount depends in whole or
in
part on
the income or profits derived by any Person from such property
(unless
such amount is a fixed percentage or percentages of receipts or
sales and
otherwise constitutes Rents from Real Property);
(b) any amount received or accrued, directly or indirectly, from
any
Person if
the Trust Fund owns directly or indirectly (including by
attribution) a ten percent or greater interest in such Person
determined
in
accordance with Sections 856(d)(2)(B) and (d)(5) of the Code;
(c) any amount received or accrued, directly or indirectly,
with
respect to
such REO Property if any Person Directly Operates such REO
Property;
(d) any amount charged for services that are not customarily
furnished
in connection with the rental of property to tenants in
buildings
of a similar class in the same geographic market as such REO
Property
within the meaning of Treasury
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Regulations Section 1.856-4(b)(1) (whether or not such charges
are
separately
stated); and
(e) rent attributable to personal property unless such personal
property
is leased under, or in connection with, the lease of such REO
Property
and, for any taxable year of the Trust Fund, such rent is no
greater
than 15 percent of the total rent received or accrued under, or
in
connection
with, the lease.
"REO Account": As defined in Section 3.17(b).
"REO Loan": Any Mortgage Loan or the Loan Combination as to
which
the related Mortgaged Property has become an REO Property.
"REO Proceeds": With respect to any REO Property and the related
REO
Loan, all revenues received by the Special Servicer with respect to
such REO
Property or REO Loan which do not constitute Liquidation
Proceeds.
"REO Property": A Mortgaged Property, title to which has been
acquired by the Special Servicer on behalf of the Trust Fund
through
foreclosure, deed in lieu of foreclosure or otherwise.
"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 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 promulgated as
recommended by
the CMSA for commercial mortgage securities transactions generally
and, insofar
as it requires the presentation of information in addition to that
called for by
the form of the "REO Status Report" available as of the Closing
Date on the CMSA
Website, is reasonably acceptable to the Master Servicer or the
Special
Servicer, as applicable.
"Replacement Mortgage Loan": Any Qualifying Substitute Mortgage
Loan
that is substituted for one or more Removed Mortgage Loans.
"Reporting Servicer": The Master Servicer, the Special Servicer,
and
each Servicing Function Participant (including the Paying Agent,
the Trustee and
each Sub-Servicer), as the case may be.
"Repurchase Price": With respect to any Mortgage Loan to be
repurchased or purchased pursuant to Sections 2.03(d) or 9.01, or
any Specially
Serviced Loan or any REO Loan to be sold pursuant to Section 3.18,
an amount,
calculated by the Master Servicer or the Special Servicer, as
applicable, equal
to:
(a) the outstanding principal balance of such Mortgage Loan as
of
the date
of purchase; plus
(b) all accrued and unpaid interest on such Mortgage Loan at
the
related
Mortgage Rate in effect from time to time to but not including
the
Due Date
in the month of purchase; plus
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(c) all related unreimbursed Property Advances plus accrued and
unpaid
interest on related Advances at the Advance Rate, and unpaid
Special
Servicing Fees and Workout Fees allocable to such Mortgage
Loan;
plus
(d) any Liquidation Fee due pursuant to Section 3.12 hereunder
allocable
to such Mortgage Loan; plus
(e) if such Mortgage Loan (or related REO loan) is being
purchased
by the
Mortgage Loan Seller pursuant to Section 2.03(d), to the extent
not
otherwise
included in the amount described in clause (c) of this
definition, all reasonable out-of-pocket expenses reasonably
incurred or
to be
incurred 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, including, without
duplication,
any
amounts previously reimbursed from any Collection Account or the
Loan
Combination Collection Account, as applicable, plus accrued and
unpaid
interest
thereon at the Advance Rate, to the extent payable to the
Master
Servicer,
the Special Servicer or the Trustee.
For purposes of this Agreement, the "Repurchase Price" in respect
of
a sale of an REO Property securing the Loan Combination, the term
Mortgage Loan
shall be construed to include the B Loan.
"Request for Release": A request for a release signed by a
Servicing
Officer, substantially in the form of Exhibit E hereto.
"Reserve Accounts": With respect to any Mortgage Loan or Loan
Combination, reserve accounts, if any, established pursuant to the
Mortgage or
the Loan Agreement and any Escrow Account. Any Reserve Account may
be a
sub-account of a related Cash Collateral Account. Any Reserve
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 Mortgage Loan and Section 3.07, which
Person shall
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 Account, if applicable, or its Collection Account or for
the purposes
set forth under the related Mortgage Loan or Loan Combination.
"Resolution Extension Period" shall mean:
(a) for purposes of remediating a Material Breach with respect
to
any
Mortgage Loan, the 90-day period following the end of the
applicable
Initial
Resolution Period;
(b) for purposes of remediating a Material Defect with respect
to
any
Mortgage Loan that is not a Specially Serviced Loan at the
commencement of, and does not become a Specially Serviced Loan
during, the
applicable
Initial Resolution Period, the period commencing at the end of
the
applicable Initial Resolution Period and ending on, and including,
the
earlier of
(i) the 90th day following the end of such Initial Resolution
Period and
(ii) the 45th day following the Mortgage Loan Seller's receipt
of
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written
notice from the Master Servicer or the Special Servicer of the
occurrence
of any Servicing Transfer Event with respect to such Mortgage
Loan
subsequent to the end of such Initial Resolution Period;
(c) for purposes of remediating a Material Defect with respect
to
any
Mortgage Loan that is a not a Specially Serviced Loan as of the
commencement of the applicable Initial Resolution Period, but as to
which
a
Servicing Transfer Event occurs during such Initial Resolution
Period,
the period
commencing at the end of the applicable Initial Resolution
Period and
ending on, and including, the 90th day following the earlier of
the end of
such Initial Resolution Period and the Mortgage Loan Seller's
receipt of
written notice from the Master Servicer or the Special Servicer
of the
occurrence of such Servicing Transfer Event; and
(d) for purposes of remediating a Material Defect with respect
to
any
Mortgage Loan that is a Specially Serviced Loan as of the
commencement
of the
applicable Initial Resolution Period, zero (-0-) days; provided
that, if
the Mortgage Loan Seller did not receive written notice from
the
Master
Servicer or the Special Servicer of the relevant Servicing
Transfer
Event as
of the commencement of the applicable Initial Resolution
Period,
then such
Servicing Transfer Event shall be deemed to have occurred
during
such
Initial Resolution Period and clause (c) of this definition will
be
deemed to
apply.
The Mortgage Loan Seller shall have an additional 90 days beyond
any
cure period specified above to cure such Material Defect or
Material Beach;
provided that, the Mortgage Loan Seller has commenced and is
diligently
proceeding with the cure of such Material Defect or Material Breach
and such
failure to cure is solely the result of a delay in the return of
documents from
the local filing or recording authorities.
"Responsible Officer": Any officer of the Trustee assigned to
the
Corporate Trust Office (and, in the event that the Trustee is the
Certificate
Registrar or the Paying Agent, of the Certificate Registrar or the
Paying Agent,
as applicable) with direct responsibility for the administration of
this
Agreement and also, with respect to a particular matter, any other
officer to
whom such matter is referred because of such officer's knowledge of
and
familiarity with the particular subject, and, in the case of any
certification
required to be signed by a Responsible Officer, such an officer
whose name and
specimen signature appears on a list of corporate trust officers
furnished to
the Master Servicer by the Trustee, as such list may from time to
time be
amended.
"Restricted Certificate": As defined in Section 5.02(k).
"Restricted Period": The 40-day period prescribed by Regulation
S
commencing on the later of (a) the date upon which the Certificates
are first
offered to persons other than the Initial Purchaser and any other
distributor
(as defined in Regulation S) of the Certificates and (b) the
Closing Date.
"Rule 144A": Rule 144A under the Act.
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"Rule 144A Global Certificate": Each of the [Class X-C], [Class
E],
[Class F], [Class G], [Class H], [Class J], [Class K], [Class L],
[Class M],
[Class N], [Class O] and [Class P] Certificates issued as such on
the Closing
Date.
"[S&P]": Standard & Poor's Ratings Services, a division of
The
McGraw-Hill Companies, Inc. or its successor in interest.
"Securities Legend": With respect to each Residual Certificate
or
any Individual Certificate, the legend set forth in, and
substantially in the
form of, Exhibit F hereto.
"Service(s)(ing)": In accordance with Regulation AB, the act of
servicing and administering the Mortgage Loans or any other assets
of the Trust
by an entity that meets the definition of "servicer" set forth in
Item 1101 of
Regulation AB and is subject to the disclosure requirements set
forth in Item
1108 of Regulation AB.
"Servicing Criteria": The criteria set forth in paragraph (d)
of
Item 1122 of Regulation AB of the 1933 Act.
"Servicing Compensation": With respect to any Collection Period,
the
related Servicing Fee, Net Prepayment Interest Excess, if any, and
any other
fees, charges or other amounts payable to the Master Servicer under
this
Agreement for such period.
"Servicing Fee": With respect to each Mortgage Loan but
excluding
the B Loan, and for any Distribution Date, an amount per Interest
Accrual Period
equal to the product of (i) the respective Servicing Fee Rate and
(ii) the
Stated Principal Balance of such Mortgage Loan as of the Due Date
in the
immediately preceding Collection Period (without giving effect to
payments of
principal on such Mortgage Loan or the [_____] B Loan on such Due
Date). The
Servicing Fee shall be calculated in accordance with the provisions
of Section
1.02(a). For the avoidance of doubt, with respect to any B Loan, no
Servicing
Fee shall accrue on the Stated Principal Balance thereof.
"Servicing Fee Rate": With respect to each Mortgage Loan but
excluding the B Loan, the sum of the Master Servicing Fee Rate and
the related
Primary Servicing Fee Rate, if any, which rates per annum are set
forth on
Exhibit B-2 to this Agreement.
"Servicing File": As defined in the related Mortgage Loan
Purchase
Agreement.
"Servicing Function Participant": Any Person, other than the
Master
Servicer and the Special Servicer, that, within the meaning of Item
1122 of
Regulation AB, is performing activities addressed by the Servicing
Criteria,
unless such Person's activities relate only to 5% or less of the
Mortgage Loans
(based on their principal balance).
"Servicing Officer": Any officer or employee of the Master
Servicer
or the Special Servicer, as applicable, involved in, or responsible
for, the
administration and servicing of the Mortgage Loans or, [_____] B
Loan, or this
Agreement and also, with respect to a particular matter, any other
officer to
whom such matter is referred because of such officer's or
employee's knowledge
of and familiarity with the particular subject, and, in the case of
any
certification required to be signed by a Servicing Officer, such an
officer or
employee whose
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name and specimen signature appears on a list of servicing officers
furnished to
the Trustee by the Master Servicer or the Special Servicer, as
applicable, as
such list may from time to time be amended.
"Servicing Standard": With respect to any Mortgage Loan, the
General
Servicing Standard.
"Servicing Transfer Event": An event specified in the definition
of
Specially Serviced Loan.
"Similar Law": As defined in Section 5.02(k) hereof.
"Small Loan Appraisal Estimate": With respect to any Mortgage
Loan
having a Stated Principal Balance of less than $2,000,000, the
Special
Servicer's good faith estimate of the value of such Mortgage Loan,
as certified
to the Master Servicer by the Special Servicer.
"Sole Certificateholder": Any Holder (or Holders, provided they
act
in unanimity) holding 100% of the then outstanding [Class X-C],
[Class X-P],
[Class E], [Class F], [Class G], [Class H], [Class J], [Class K],
[Class L],
[Class M], [Class N], [Class O] and [Class P] Certificates or an
assignment of
the voting rights thereof; provided, however, that the Certificate
Balances of
the [Class A-1], [Class A-2], [Class A-3], [Class A-4], [Class
A-AB], [Class
A-5A], [Class A-5B], [Class A-1A], [Class A-J], [Class B], [Class
C] and [Class
D] Certificates have been reduced to zero.
"Special Servicer": [________], a [_____] corporation, or its
successor in interest, or any successor special servicer appointed
as provided
in Section 3.25, including without limitation any successor special
servicer
appointed with respect to the Loan Combination pursuant to Section
3.22. In the
event that the Master Servicer is also the Special Servicer
hereunder, and the
Master Servicer is terminated or resigns as the Master Servicer
hereunder, that
Servicer shall be terminated as the Special Servicer hereunder. In
the event
there is more than one Special Servicer administering Specially
Serviced Loans
hereunder, each reference in this Agreement to the "Special
Servicer" shall be
construed to apply to the Special Servicer then servicing that
particular
Mortgage Loan or Loan Combination.
"Special Servicer Backup Certification": As defined in Section
3.22(g).
"Special Servicer Event of Default": As defined in Section
7.01(b).
"Special Servicing Compensation": With respect to any Mortgage
Loan,
any of the Special Servicing Fee, Workout Fee, Liquidation Fee and
any other
fees, charges or other amounts which shall be due to the Special
Servicer.
"Special Servicing Fee": With respect to each Specially
Serviced
Loan (or REO Loan) for each calendar month (or portion thereof),
the fraction of
the Special Servicing Fee Rate applicable to such month, or portion
thereof
(determined using the same interest accrual methodology that is
applied with
respect to the Mortgage Rate for such Mortgage Loan for such month)
multiplied
by the Stated Principal Balance of such Specially Serviced Loan as
of the Due
Date (without giving effect to all payments of principal on such
Specially
Serviced Loan or REO
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Loan on such Due Date) in the Collection Period prior to
such Distribution Date (or, in the event that a Principal
Prepayment in full or
an event described in clauses (i)-(vii) under the definition of
Liquidation
Proceeds shall occur with respect to any such Specially Serviced
Loan or REO
Loan on a date that is not a Due Date, on the basis of the actual
number of days
to elapse from and including the most recently preceding related
Due Date to but
excluding the date of such Principal Prepayment or Liquidation
Proceeds event in
a month consisting of 30 days).
"Special Servicing Fee Rate": A rate equal to [__]% per annum.
"Specially Serviced Loan": Subject to Section 3.26, any
Mortgage
Loan or Loan Combination with respect to which:
(a) either (i) with respect to such Mortgage Loan or the [_____]
B
Loan other
than a Balloon Loan, a payment default shall have occurred on
such
Mortgage Loan or the [_____] B Loan at its Maturity Date or, if
the
Maturity
Date of such Mortgage Loan or the [_____] B Loan has been
extended
in accordance herewith, a payment default occurs on such
Mortgage
Loan or
the [_____] B Loan at its extended Maturity Date or (ii) with
respect to
a Balloon Loan, a payment default shall have occurred with
respect to
the related Balloon Payment; provided, however, that if (a) the
related
Borrower is diligently seeking a refinancing commitment (and
delivers a
statement to that effect to the Special Servicer and the
Controlling Class Representative within [30] days after such
default), (b)
the
related Borrower continues to make its Assumed Scheduled Payment,
(c),
no other
Servicing Transfer Event shall have occurred with respect to
such
Mortgage
Loan or the [_____] B Loan and (d) the Controlling Class
Representative consents, a Servicing Transfer Event will not occur
until
[60] days
beyond the related Maturity Date; and provided, further, if the
related
Borrower delivers to the Special Servicer and the Controlling
Class
Representative, on or before the [60]th day after the related
Maturity
Date, a refinancing commitment reasonably acceptable to the
Special
Servicer and the Controlling Class Representative, and such
Borrower
continues to make its Assumed Scheduled Payments (and no other
Servicing
Transfer Event shall have occurred with respect to that
Mortgage),
a Servicing Transfer Event will not occur until the earlier of
(1) [120]
days beyond the related Maturity Date and (2) the termination
of
the
refinancing commitment;
(b) any Monthly Payment (other than a Balloon Payment) is 60 days
or
more
delinquent;
(c) the date upon which the Master Servicer or Special Servicer
(with the
consent of the Controlling Class Representative) determines
that
a payment
default or any other default under the applicable Loan
Documents
that (with
respect to such other default) would materially impair the
value of
the Mortgaged Property as security for the Mortgage Loan and,
if
applicable, [_____] B Loan or otherwise would materially adversely
affect
the
interests of Certificateholders and, if applicable, the holder of
the
related
[_____] B Loan and would continue unremedied beyond the
applicable
grace
period under the terms of the related Loan Documents (or, if no
grace
period is specified for [60] days and provided that a default
that
would give
rise to an acceleration right without any grace period will be
deemed to
have a grace period equal to zero) is imminent and is not
likely
to be
cured by the related Borrower within [60] days or, except
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as
provided in clause (a)(ii) above, in the case of a Balloon Payment,
for
at least
[30] days;
(d) the date upon which the related Borrower has become a subject
of
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, 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,
provided
that if
such decree or order has been dismissed, discharged or stayed
within
[60] days thereafter, such Mortgage Loan or Loan Combination
shall
no longer
be a Specially Serviced Loan and no Special Servicing Fees
shall
be payable
with respect thereto;
(e) the date on which the related Borrower consents 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 of or relating to all
or
substantially all of its property;
(f) the date on which related Borrower admits in writing its
inability
to pay its debts generally as they become due, files a petition
to take
advantage of any applicable insolvency or reorganization
statute,
makes an
assignment for the benefit of its creditors, or voluntarily
suspends
payment of its obligations;
(g) a default, of which the Master Servicer or Special Servicer
has
notice
(other than a failure by such related Borrower to pay principal
or
interest)
and which in the opinion of the Master Servicer or Special
Servicer
(in the case of the Special Servicer, with the consent of the
Controlling Class Representative) materially and adversely affects
the
interests
of the Certificateholders or any holder of the [_____] B Loan,
if
applicable, occurs and remains unremedied for the applicable
grace
period
specified in the Loan Documents for such Mortgage Loan or Loan
Combination (or if no grace period is specified for those defaults
which
are
capable of cure, [60] days); or
(h) the date of which the Master Servicer or Special Servicer
receives
notice of the foreclosure or proposed foreclosure of any lien
on
the
related Mortgaged Property;
provided, however, that such Mortgage Loan or Loan Combination will
cease to be
a Specially Serviced Loan (each, a "Corrected Mortgage Loan") (i)
with respect
to the circumstances described in clauses (a) and (b) above, when
the related
Borrower thereunder has brought such Mortgage Loan or Loan
Combination current
and thereafter made three consecutive full and timely Monthly
Payments,
including pursuant to any workout of such Mortgage Loan or Loan
Combination,
(ii) with respect to the circumstances described in clause (c),
(d), (e), (f)
and (h) above, when such circumstances cease to exist in the good
faith judgment
of the Special Servicer, and (iii) with respect to the
circumstances described
in clause (g) above, when such default is cured; provided, in each
case, that at
that time no circumstance exists (as described above) that would
cause such
Mortgage Loan or Loan Combination to continue to be characterized
as a Specially
Serviced Loan, provided, further, that a Servicing Transfer Event
shall not
exist with respect to the [________] Loan Combination if a cure
event is being
exercised in accordance with the related Co-Lender Agreement.
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If a Servicing Transfer Event exists with respect to any
Mortgage
Loan included in the Loan Combination, then it will also be deemed
to exist with
respect to the related [_____] B Loan, and vice versa. If any
Mortgage Loan in a
group of Cross-Collateralized Mortgage Loans becomes a Specially
Serviced Loan,
each other Mortgage Loan in such group of Cross-Collateralized
Mortgage Loans
shall also become a Specially Serviced Loan.
"Startup Day": In the case of the Upper-Tier REMIC and
Lower-Tier
REMIC, the day designated as such pursuant to Section 2.06(a)
hereof.
"Stated Principal Balance": With respect to any Mortgage Loan
or
Loan Combination, on any date of determination, the principal
balance as of the
Cut-off Date of such Mortgage Loan or Loan Combination (or in the
case of a
Replacement Mortgage Loan, the outstanding principal balance as of
the related
date of substitution and after application of all scheduled
payments of
principal and interest due on or before the related Due Date in the
month of
substitution, whether or not received), as reduced on each
Distribution Date (to
not less than zero) by (i) all payments (or P&I Advances in
lieu thereof) of,
and all other collections allocated as provided in Section 1.02 to,
principal of
or with respect to such Mortgage Loan or Loan Combination that are
distributed
to Certificateholders or the [_____] B Loan Noteholder on such
Distribution Date
or applied to any other payments required under this Agreement on
or prior to
such date of determination, and (ii) any principal forgiven by the
Special
Servicer and other principal losses realized in respect of such
Mortgage Loan or
Loan Combination during the related Collection Period.
A Mortgage Loan or any related REO Loan shall be deemed to be
part
of the Trust Fund and to have an outstanding Stated Principal
Balance until the
Distribution Date on which Liquidation Proceeds, if any, are to be
(or, if no
such Liquidation Proceeds are received, would have been)
distributed to
Certificateholders. The Stated Principal Balance of any Mortgage
Loan or Loan
Combination with respect to which the Master Servicer or Special
Servicer has
made a Final Recovery Determination is zero.
"Sub-Servicer": Any Person with which the Master Servicer or
the
Special Servicer has entered into a Sub-Servicing Agreement.
"Sub-Servicing Agreement": The written contract between the
Master
Servicer or the Special Servicer, as the case may be, and any
Sub-Servicer
relating to servicing and administration of Mortgage Loans as
provided in
Section 3.01(c).
"Substitution Shortfall Amount": In connection with the
substitution
of one or more Replacement Mortgage Loans for one or more Removed
Mortgage
Loans, the amount, if any, by which the Repurchase Price or
aggregate Repurchase
Price, as the case may be, for such Removed Mortgage Loan(s)
exceeds the initial
Stated Principal Balance or aggregate initial Stated Principal
Balance, as the
case may be, of such Replacement Mortgage Loan(s).
"Tax Returns": The federal income tax returns on IRS 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 by
the Trustee on behalf of each of the Upper-Tier REMIC, the
Lower-Tier REMIC and
the Loan REMIC due to its classification as a REMIC
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under the REMIC Provisions and the federal income tax return to be
filed by the
Trustee on behalf of the Grantor Trust due to its classification as
a grantor
trust under subpart E, Part I of subchapter J of the Code, together
with any and
all other information, reports or returns that may be required to
be furnished
to the Certificateholders or filed with the IRS or any other
governmental taxing
authority under any applicable provisions of federal law or
Applicable State and
Local Tax Law.
"Terminated Party": As defined in Section 7.01(c).
"Terminating Party": As defined in Section 7.01(c).
"Termination Date": The Distribution Date on which the Trust Fund
is
terminated pursuant to Section 9.01.
"Third Party Appraiser": As defined in Section 3.18(e) of this
Agreement.
"Total Loan Report": A report substantially in the form of, and
containing the information called for in, the downloadable form of
the "CMSA
Total 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 approved by the
CMSA for
commercial mortgage securities transactions generally.
"Transfer": Any direct or indirect transfer or other form of
assignment of any Ownership Interest in a [Class R] or [Class LR]
Certificate.
"Transferee Affidavit": As defined in Section 5.02(l)(ii).
"Transferor Letter": As defined in Section 5.02(l)(ii).
"Trust" or "Trust Fund": The corpus of the trust created hereby
and
to be administered hereunder, consisting of: (i) such Mortgage
Loans as from
time to time are subject to this Agreement, together with the
Mortgage Files
relating thereto; (ii) all scheduled or unscheduled payments on or
collections
in respect of the Mortgage Loans due after the Cut-off Date; (iii)
any REO
Property (to the extent of the Trust Fund's interest therein); (iv)
all revenues
received in respect of any REO Property (to the extent of the Trust
Fund's
interest therein); (v) any Assignments of Leases, Rents and Profits
and any
security agreements (to the extent of the Trust Fund's interest
therein); (vi)
any indemnities or guaranties given as additional security for any
Mortgage
Loans (to the extent of the Trust Fund's interest therein); (vii)
all assets
deposited in the Lock-Box Accounts, Cash Collateral Accounts,
Escrow Accounts,
and Reserve Accounts (to the extent of the Trust Fund's interest
therein),
(viii) Loss of Value Reserve Fund amounts on deposit in the
Collection Account
attributable to the Mortgage Loans as identified on the Trust
Ledger, the Loan
Combination Collection Account (to the extent of the Trust Fund's
interest
therein and specifically excluding any interest of the [_____] B
Loan Noteholder
therein), the Distribution Accounts, any Excess Liquidation
Proceeds Account (to
the extent of the Trust Fund's interest therein and specifically
excluding any
interest of the [_____] B Loan Noteholder therein), the Interest
Reserve
Account, any REO Account (to the extent of the Trust Fund's
interest therein and
specifically excluding any interest of the [_____] B Loan
Noteholder therein),
including any reinvestment income, as applicable; (ix) any
environmental
indemnity
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agreements relating to the Mortgaged Properties; (x) all insurance
policies with
respect to the Mortgage Loans and the Mortgaged Properties (to the
extent of the
Trust Fund's interest therein); (xi) the rights and remedies under
the Mortgage
Loan Purchase Agreements relating to document delivery requirements
with respect
to the Mortgage Loans and the representations and warranties of the
Mortgage
Loan Seller regarding its Mortgage Loans; (xii) the Lower-Tier
Regular
Interests, the Loan REMIC Regular Interest and the Loan REMIC
Residual Interest;
and (xiii) the proceeds of the foregoing (other than any interest
earned on
deposits in the Lock-Box Accounts, Cash Collateral Accounts, Escrow
Accounts and
any Reserve Accounts, to the extent such interest belongs to the
related
Borrower).
"Trust Ledger": Amounts deposited in any Collection Account
attributable to the Mortgage Loans, which are maintained pursuant
to Section
3.05(a) and held on behalf of the Trustee on behalf of the
Certificateholders.
"Trust REMICs": The Lower-Tier REMIC and the Upper-Tier REMIC.
"Trustee": [________], a [________], in its capacity as Trustee,
or
its successor in interest, or any successor Trustee appointed as
herein
provided.
"Trustee Fee": With respect to each Mortgage Loan and for any
Distribution Date, an amount per Interest Accrual Period equal to
the product of
(i) the Trustee Fee Rate multiplied by (ii) the Stated Principal
Balance of such
Mortgage Loan as of the Due Date in the immediately preceding
Collection Period
(without giving effect to payments of principal on such Mortgage
Loan on such
Due Date). The Trustee Fee shall be calculated in accordance with
the provisions
of Section 1.02(a).
"Trustee Fee Rate": A rate equal to [__]% per annum.
"Underwriters": [________] or their respective successors in
interest.
"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 Section 3.06(b)
or Section
3.06(c), as applicable, but that has not been recovered from the
related
Borrower or otherwise from collections on or the proceeds of the
Mortgage Loan
or the Loan Combination or REO Property in respect of which the
Advance was
made.
"Unscheduled Payments": With respect to a Mortgage Loan and a
Collection Period, all Net Liquidation Proceeds, Net Condemnation
Proceeds and
Net Insurance Proceeds payable under such Mortgage Loan, the
Repurchase Price of
any Mortgage Loan that is repurchased or purchased pursuant to
Sections 2.03(d),
3.18 or 9.01, the Substitution Shortfall Amount with respect to any
substitution
pursuant to Section 2.03(f) and any other payments under or with
respect to such
Mortgage Loan not scheduled to be made, including Principal
Prepayments received
by the Master Servicer (but excluding Prepayment Premiums or Yield
Maintenance
Charges, if any) during such Collection Period.
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"Updated Appraisal": An Appraisal of a Mortgaged Property or
REO
Property, as the case may be, conducted subsequent to any appraisal
performed on
or prior to the Cut-off Date and in accordance with Appraisal
Institute
standards, the costs of which shall be paid as a Property Advance
by the Master
Servicer or, on an emergency basis in accordance with Section
3.24(b), the
Special Servicer, as applicable. Updated Appraisals shall be
conducted by an MAI
appraiser selected by the Special Servicer.
"Updated Valuation": With respect to a Mortgage Loan having a
Stated
Principal Balance of $2,000,000 or higher, an Updated Appraisal.
With respect to
a Mortgage Loan having a Stated Principal Balance of less than
$2,000,000, an
updated Small Loan Appraisal Estimate.
"Upper-Tier Distribution Account": The segregated trust account
or
sub-account created and maintained by the Trustee pursuant to
Section 3.05(g),
which shall be entitled "[________], as Trustee, in trust for
Holders of
Deutsche Mortgage & Asset Receiving Corporation, COMM
200[_]-[_] Commercial
Mortgage Pass-Through Certificates, Upper-Tier Distribution
Account" and which
must be an Eligible Account or a subaccount of an Eligible
Account.
"Upper-Tier REMIC": A segregated asset pool within the Trust
Fund
consisting of the Lower-Tier Regular Interests and amounts held
from time to
time in the Upper-Tier Distribution Account.
"U.S. Person": A citizen or resident of the United States, a
corporation, partnership (except to the extent provided in
applicable Treasury
Regulations), or other entity created or organized in or under the
laws of the
United States, any state thereof or the District of Columbia,
including any
entity treated as a corporation or partnership for federal income
tax purposes,
an estate whose income is subject to United States federal income
tax regardless
of its source, or a trust if a court within the United States is
able to
exercise primary supervision over the administration of such trust,
and one or
more such U.S. Persons have the authority to control all
substantial decisions
of such trust (or, to the extent provided in applicable Treasury
Regulations,
certain trusts in existence on August 20, 1996 which have elected
to be treated
as U.S. Persons).
"Voting Rights": The portion of the voting rights of all of the
Certificates that is allocated to any Certificateholder or Class
of
Certificateholders. At all times during the term of this Agreement,
the
percentage of Voting Rights assigned to each Class shall be: (a)
[98]% to be
allocated among the Certificateholders of the respective Classes of
Principal
Balance Certificates in proportion to the Certificate Balances of
their
Certificates, (b) [2]% to be allocated among the Certificateholders
of the
[Class X] Certificates (allocated to the [Class X-C] and [Class
X-P]
Certificates on a pro rata basis based on their respective
outstanding Notional
Amounts at the time of determination), and (c) [0]%, in the case of
the [Class
R] and [Class LR] Certificates. Voting Rights allocated to a Class
of
Certificateholders shall be allocated among such Certificateholders
in
proportion to the Percentage Interests in such Class evidenced by
their
respective Certificates.
"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"
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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 promulgated as recommended by the CMSA
for
commercial mortgage securities transactions generally and, insofar
as it
requires the presentation of information in addition to that called
for by the
form of the "Servicer Watch List" available as of the Closing Date
on the CMSA
Website, is reasonably acceptable to the Master Servicer or the
Special
Servicer, as applicable.
"Weighted Average Net Mortgage Pass-Through Rate": With respect
to
any Distribution Date, a per annum rate equal to the fraction
(expressed as a
percentage) the numerator of which is the sum for all Mortgage
Loans of the
product of (i) the Net Mortgage Pass-Through Rate for each such
Mortgage Loan as
of the immediately preceding Distribution Date and (ii) the Stated
Principal
Balance of each such Mortgage Loan, and the denominator of which is
the sum of
the Stated Principal Balances of all such Mortgage Loans as of the
immediately
preceding Distribution Date;
"Withheld Amount": With respect to each Distribution Date
occurring
in (i) January of each calendar year that is not a leap year and
(ii) February
of each calendar year, unless such Distribution Date is the final
Distribution
Date, an amount equal to one day's interest at the Mortgage Rate as
of the Due
Date (less the Servicing Fee Rate) on the respective Stated
Principal Balance of
(X) each Mortgage Loan that does not accrue interest on the basis
of a 360-day
year of 12 30-day months; and (Y) the [________] Mortgage Loan as
of the Due
Date in the month preceding the month in which such Distribution
Date occurs, to
the extent that a Monthly Payment or a P&I Advance is made in
respect thereof.
The Withheld Amount for each applicable Distribution Date for the
[________]
Loan will be equal to 1/30th of the interest accrued in respect of
the
immediately preceding Due Date. The Withheld Amount for each
applicable
Distribution Date for each Mortgage Loan that does not accrue
interest on a
30/360 basis will be equal to 1/31 of the interest accrued in
respect of the
immediately preceding Due Date, to the extent a Monthly Payment or
P&I Advance
is made in respect thereof.
"Workout-Delayed Reimbursement Amounts": With respect to any
Mortgage Loan or, with respect to Property Advances, the Loan
Combination, the
amount of any Advance made with respect to such Mortgage Loan or
Loan
Combination on or before the date such Mortgage Loan or Loan
Combination becomes
(or, but for the making of three monthly payments under its
modified terms,
would then constitute) a Corrected Mortgage Loan, together with (to
the extent
accrued and unpaid) interest on such Advances, to the extent that
(i) such
Advance is not reimbursed to the Person who made such Advance on or
before the
date, if any, on which such Mortgage Loan or Loan Combination, as
the case may
be, becomes a Corrected Mortgage Loan and (ii) the amount of such
Advance
becomes an obligation of the related Borrower to pay such amount
under the terms
of the modified Loan Documents.
"Workout Fee": An amount equal to 1.0% of each collection of
interest and principal (including scheduled payments, prepayments
(provided that
a repurchase or substitution by the Mortgage Loan Seller of a
Mortgage Loan due
to a Material Defect or a Material Breach shall not be considered a
prepayment
for purposes of this definition), Balloon Payments and payments at
maturity)
received on a Specially Serviced Loan that becomes a Corrected
Mortgage Loan for
so long as it remains a Corrected Mortgage Loan, pursuant to
Section 3.12(c).
For the avoidance of doubt, the Mortgage Loan Seller will be
required to pay a
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Workout Fee in connection with a repurchase or substitution to the
extent the
Special Servicer was entitled to such a fee and such fee was unpaid
immediately
prior to such repurchase or substitution or was previously paid by
the Trust and
was not reimbursed by the related Borrower immediately prior to
such repurchase
or substitution.
"Yield Maintenance Charge": With respect to any Mortgage Loan
or
Loan Combination, the yield maintenance charge set forth in the
related Loan
Documents; provided that, no amounts shall be considered Yield
Maintenance
Charges until there has been a full recovery of all principal,
interest and
other amounts due under the related Mortgage Loan.
Section 1.02 Certain Calculations. Unless otherwise specified
herein, the following provisions shall apply:
(a) All calculations of interest with respect to the Mortgage
Loans
and [_____] B Loan (other than the Actual/360 Mortgage Loans) and
of Advances in
respect thereof provided for herein shall be made on the basis of a
360-day year
consisting of twelve 30-day months. All calculations of interest
with respect to
the Actual/360 Mortgage Loans and of Advances provided in respect
thereof
provided for herein shall be made as set forth in such Mortgage
Loans and, if
applicable, [_____] B Loan, with respect to the calculation of the
related
Mortgage Rate. The Servicing Fee and the Trustee Fee for each
Mortgage Loan or
Loan Combination, as applicable, shall accrue on the same basis as
interest
accrues on such Mortgage Loan or Loan Combination, as
applicable.
(b) Any Mortgage Loan or Loan Combination payment is deemed to
be
received on the date such payment is actually received by the
Master Servicer or
the Trustee; provided, however, that for purposes of calculating
distributions
on the Certificates, Principal Prepayments with respect to any
Mortgage Loan,
Loan Combination are deemed to be received on the date they are
applied in
accordance with Section 3.01(b) to reduce the Stated Principal
Balance of such
Mortgage Loan or Loan Combination on which interest accrues.
(c) Except as otherwise provided in the related Loan Documents
or
Co-Lender Agreement, any amounts received in respect of a Mortgage
Loan or Loan
Combination as to which a default has occurred and is continuing in
excess of
Monthly Payments shall be applied to Default Interest and other
amounts due on
such Mortgage Loan or Loan Combination prior to the application to
late fees.
(d) Allocations of payments between a Mortgage Loan and the
related
[_____] B Loan in the Loan Combination shall be made in accordance
with the
related Co-Lender Agreement.
(e) If an expense under this Agreement relates in the
reasonable
judgment of the Master Servicer, the Special Servicer, the Trustee
or the Paying
Agent, as applicable, primarily to the administration of the Trust
Fund, any
REMIC or the Grantor Trust or to any determination respecting the
amount,
payment or avoidance of any tax under the REMIC Provisions or the
actual payment
of any REMIC tax or expense, or Grantor Trust tax or expense or
this Agreement
states that any expense is solely "an expense of the Trust Fund" or
words of
similar import, then such expense shall not be allocated to,
deducted or
reimbursed from, or
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otherwise charged against the [_____] B Loan Noteholder and such
[_____] B Loan
Noteholder shall not suffer any adverse consequences as a result of
the payment
of such expense.
(f) All amounts collected on any Mortgage Loan or Loan
Combination
in the form of payments from the related Borrower, Insurance
Proceeds,
Condemnation Proceeds or Liquidation Proceeds shall be applied to
amounts due
and owing under the related Note and Mortgage (including, without
limitation,
for principal and accrued and unpaid interest) in accordance with
the express
provisions of the related Note and Mortgage (and, with respect to
the Loan
Combination, the related Co-Lender Agreement) and, in the absence
of such
express provisions, shall be applied: first, as a recovery of
principal then due
and owing, in an amount equal to the Workout-Delayed Reimbursement
Amounts or
Nonrecoverable Advances, in each case, that were paid from
collections on the
Mortgage Loans or the Loan Combination, as applicable, and resulted
in principal
distributed to the Certificateholders being reduced as a result of
clause (ii)
in the definition of "Principal Distribution Amount," "Loan Group 1
Principal
Distribution Amount" or "Loan Group 2 Principal Distribution
Amount"; second, as
a recovery of accrued and unpaid interest on such Mortgage Loan or
Loan
Combination, as applicable, at the related Mortgage Rate in effect
from time to
time to but not including the Due Date in the related Collection
Period of
receipt; third, as a recovery of any remaining principal of such
Mortgage Loan
or Loan Combination including by reason of acceleration of the
Mortgage Loan or
the Loan Combination following a default thereunder (or, if any
Liquidation
Proceeds are received upon the liquidation of such Mortgage Loan or
the Loan
Combination, as a recovery of principal to the extent of its entire
remaining
Stated Principal Balance) or if the related Co-Lender Agreement, if
any, so
requires; fourth, in accordance with the Servicing Standard, as a
recovery of
any Penalty Charges, Prepayment Premiums and Yield Maintenance
Charges; and
fifth, as a recovery of any other amounts then due and owing under
such Mortgage
Loan or Loan Combination, as applicable. Notwithstanding the
preceding, such
provisions shall not be deemed to affect the priority of
distributions of
payments set forth in the related Co-Lender Agreement. To the
extent that such
amounts are paid by a party other than a Borrower, unless otherwise
specified in
this Agreement, such amounts shall be deemed to have been paid in
respect of a
purchase of all or part of the Mortgaged Property (in the case of
Insurance
Proceeds, Condemnation Proceeds or Liquidation Proceeds) and then
paid by the
Borrower under the related Mortgage Loan and Loan Combination, as
applicable, in
accordance with the second preceding sentence. Amounts collected on
any REO Loan
shall be deemed to be applied as provided in Section 1.02(g).
(g) Workout-Delayed Reimbursement Amounts and Nonrecoverable
Advances with respect to an REO Loan, in each case, that were paid
from
collections on the Mortgage Loans or the Loan Combination, as
applicable, and
resulted in principal distributed to the Certificateholders being
reduced as a
result of clause (ii) in the definition of "Principal Distribution
Amount" shall
be deemed outstanding until recovered. Collections in respect of
each REO Loan
(exclusive of the 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, selling, leasing and maintaining the related
REO Property)
shall be treated: first, to principal, in an amount equal to the
Workout-Delayed
Reimbursement Amounts and Nonrecoverable Advances with respect to
such REO Loan,
in each case, that were paid from collections on the Mortgage Loans
or the Loan
Combination, as applicable, and resulted in principal distributed
to the
Certificateholders being reduced as a result of clause (ii) in the
definition of
"Principal
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Distribution Amount"; second, as a recovery of accrued and unpaid
interest on
such REO Loan at the related Mortgage Rate in effect from time to
time to, but
not including, the Due Date in the related Collection Period of
receipt; third,
as a recovery of any remaining principal of such REO Loan to the
extent of its
entire Stated Principal Balance; and fourth, in accordance with the
Servicing
Standard, as a recovery of any other amounts due and owing in
respect of such
REO Loan, including, without limitation, (i) Penalty Charges, (ii)
Yield
Maintenance Charges and (iii) any other amounts, in that order.
With respect to
the Loan Combination, the foregoing shall be subject to the terms
of the related
Co-Lender Agreement.
Section 1.03 Certain Constructions. For purposes of this
Agreement,
references to the most or next most subordinate Class of
Certificates
outstanding at any time shall mean the most or next most
subordinate Class of
Certificates then outstanding as among the [Class A-1], [Class
A-2], [Class
A-3], [Class A-4], [Class A-AB], [Class A-5A], [Class A-5B], [Class
A-1A],
[Class A-J], [Class B], [Class C], [Class D], [Class E], [Class F],
[Class G],
[Class H], [Class J], [Class K], [Class L], [Class M], [Class N],
[Class O] and
[Class P] Certificates. For such purposes, the [Class A-1], [Class
A-2], [Class
A-3], [Class A-4], [Class A-AB], [Class A-5A], [Class A-5B] and
[Class A-1A]
Certificates collectively shall be considered to be one Class. For
purposes of
this Agreement, each Class of Certificates, other than the [Class
LR] and [Class
R] Certificates, shall be deemed to be outstanding only to the
extent its
respective Certificate Balance has not been reduced to zero. For
purposes of
this Agreement, the [Class R] and [Class LR] Certificates shall be
outstanding
so long as the Trust Fund has not been terminated pursuant to
Section 9.01 or
any other Class of Certificates remains outstanding. For purposes
of this
Agreement, each of the [Class X-C] and [Class X-P] Certificates
shall be deemed
to be outstanding until its respective Notional Balance has been
reduced to
zero.
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01 Conveyance of Mortgage Loans; Assignment of
Mortgage
Loan Purchase Agreements. (a) The Depositor, concurrently with the
execution and
delivery hereof, does hereby establish a trust designated as "COMM
200[_]-[_]
Mortgage Trust," appoint the Trustee as trustee of the Trust Fund
and sell,
transfer, assign, set over and otherwise convey to the Trustee
without recourse
(except to the extent herein provided) all the right, title and
interest of the
Depositor in and to the Mortgage Loans, including all rights to
payment in
respect thereof, except as set forth below, and any security
interest thereunder
(whether in real or personal property and whether tangible or
intangible) in
favor of the Depositor, and a security interest in all Reserve
Accounts,
Lock-Box Accounts, Cash Collateral Accounts and all other assets to
the extent
included or to be included in the Trust Fund for the benefit of
the
Certificateholders and the [_____] B Loan Noteholder. Such transfer
and
assignment includes all interest and principal due on or with
respect to the
Mortgage Loans after the Cut-off Date and in a case of a Mortgage
Loan included
in the Loan Combination, is subject to the related Co-Lender
Agreement. In
connection with such transfer and assignment, the Depositor shall
make a cash
deposit to the Collection Account in an amount equal to the
Interest Deposit
Amount. The Depositor, concurrently with the execution and delivery
hereof, does
also hereby transfer, assign, set over and otherwise convey to the
Trustee
without recourse (except to the extent provided herein) all
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the right, title and interest of the Depositor in, to and under the
Mortgage
Loan Purchase Agreements as provided therein (excluding the
representations,
warranties and covenants in favor of the Depositor set forth in
clauses (viii)
and (ix) of Section 4(b) of each Mortgage Loan Purchaser Agreement
and the
Depositor's rights and remedies with respect to a breach thereof,
and excluding
the Depositor's rights and remedies under the Indemnification
Agreements) to the
extent related to any Mortgage Loan. The Depositor shall cause the
Reserve
Accounts, Cash Collateral Accounts and Lock-Box Accounts relating
to the
Mortgage Loans to be transferred to and held in the name of the
Master Servicer
on behalf of the Trustee as successor to the Mortgage Loan
Seller.
In connection with such transfer and assignment, the Depositor
does
hereby deliver to, and deposit with, the Custodian, with copies to
the Master
Servicer and the Special Servicer, the following documents or
instruments with
respect to each Mortgage Loan, and the [_____] B Loan (which except
for the Note
referred to in clause (i) below, relate to the Loan Combination) so
assigned
(provided, however, the documents specified in items (xix) and (xx)
shall be
delivered only to the Master Servicer):
(i) (A) the original Note, endorsed by the most recent endorsee
prior to
the Trustee or, if none, by the Originator, without recourse,
either in
blank or to the order of the Trustee in the following form:
"Pay
to the
order of Wells Fargo Bank, N.A., as Trustee for the registered
holders of
COMM 200[_]-[_] Commercial Mortgage Pass-Through Certificates,
without
recourse"; and (B) in the case of the [_____] B Loan, a copy of
the
executed Note for such [_____] B Loan;
(ii) the original or a copy of the Mortgage and, if applicable,
the
originals
or copies of any intervening assignments thereof showing a
complete
chain of assignment from the Originator of the Mortgage Loan or
Loan
Combination to the most recent assignee of record thereof prior
to
the
Trustee, if any, in each case with evidence of recording
indicated
thereon;
(iii) an original assignment of the Mortgage, in recordable
form,
executed
by the most recent assignee of record thereof prior to the
Trustee
or, if none, by the Originator, either in blank or in favor of
the
Trustee
(in such capacity);
(iv) (A) an original or copy of any related security agreement
(if
such item
is a document separate from the Mortgage) and, if applicable,
the
originals or copies of any intervening assignments thereof showing
a
complete
chain of assignment from the Originator of the related Mortgage
Loan or
Loan Combination to the most recent assignee of record thereof
prior to
the Trustee, if any; and (B) an original assignment of any
related
security agreement (if such item is a document separate from
the
related
Mortgage) executed by the most recent assignee of record
thereof
prior to
the Trustee or, if none, by the Originator, either in blank or
in
favor of
the Trustee (in such capacity), which assignment may be
included
as part of
the corresponding assignment of Mortgage referred to in clause
(iii)
above;
(v) (A) stamped or certified copies of any UCC financing
statements
and
continuation statements which were filed in order to perfect
(and
maintain
the perfection of) any security interest held by the Originator
of the
Mortgage Loan (and each assignee
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of record
prior to the Trustee) in and to the personalty of the Borrower
at the
Mortgaged Property (in each case with evidence of filing or
recording
thereon) and which were in the possession of the Mortgage Loan
Seller (or
its agent) at the time the Mortgage Files were delivered to the
Custodian,
together with original UCC-2 or UCC-3 assignments of financing
statements
showing a complete chain of assignment from the secured party
named in
such UCC-1 financing statement to the most recent assignee of
record
thereof prior to the Trustee, if any, and (B) if any such
security
interest
is perfected and the earlier UCC financing statements and
continuation statements were in the possession of the Mortgage
Loan
Seller, an
assignment of UCC financing statement by the most recent
assignee
of record prior to the Trustee or, if none, by the Originator,
evidencing
the transfer of such security interest, either in blank or in
favor of
the Trustee;
(vi) the original or a copy of the Loan Agreement relating to
such
Mortgage
Loan, if any;
(vii) the original or a copy of the lender's title insurance
policy
issued in
connection with the origination of the Mortgage Loan, together
with all
endorsements or riders (or copies thereof) that were issued
with
or
subsequent to the issuance of such policy, insuring the priority of
the
Mortgage
as a first lien on the Mortgaged Property, or a "marked up"
commitment
to insure marked as binding and countersigned by the related
insurer or
its authorized agent (which may be a pro forma or specimen
title
insurance policy which has been accepted or approved as binding
in
writing by
the related title insurance company), or an agreement to
provide
the same pursuant to binding escrow instructions executed by an
authorized
representative of the title company;
(viii) (A) the original or a copy of the related Assignment of
Leases,
Rents and Profits (if such item is a document separate from the
Mortgage) and,
if applicable, the originals or copies of any intervening
assignments thereof showing a complete chain of assignment from
the
Originator
of the Mortgage Loan to the most recent assignee of record
thereof
prior to the Trustee, if any, in each case with evidence of
recording
thereon; and (B) an original assignment of any related
Assignment
of Leases, Rents and Profits (a "Reassignment of Assignment of
Leases,
Rents and Profits") (if such item is a document separate from
the
Mortgage),
in recordable form, executed by the most recent assignee of
record
thereof prior to the Trustee or, if none, by the Originator,
either
in blank
or in favor of the Trustee (in such capacity), which assignment
may be included
as part of the corresponding assignment of Mortgage
referred
to in clause (iii) above;
(ix) copies of the original environmental indemnity agreements
and
environmental insurance policies pertaining to the Mortgaged
Properties
required
in connection with origination of the Mortgage Loans, if any;
(x) copies of the original Management Agreements, if any, for
the
Mortgaged
Properties and with respect to the Mortgage Loans sold by
[_____]
such copies shall be provided in the Servicing File;
(xi) if the Borrower has a leasehold interest in the related
Mortgaged
Property, the original ground lease or a copy thereof;
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(xii) if the related assignment of contracts is separate from
the
Mortgage,
the original executed version of such assignment of contracts
and the
assignment thereof to the Trustee;
(xiii) if any related Lock-Box Agreement or Cash Collateral
Account
Agreement
is separate from the Mortgage or Loan Agreement, a copy
thereof;
with
respect to the Reserve Accounts, Cash Collateral Accounts and
Lock-Box
Accounts, if any, a copy of the UCC-1 financing statements, if
any,
submitted for filing with respect to the Mortgage Loan Seller's
security
interest in the Reserve Accounts, Cash Collateral Accounts and
Lock-Box
Accounts and all funds contained therein (and UCC-3 assignments
of
financing statements assigning such UCC-1 financing statements to
the
Trustee on
behalf of the Certificateholders and with respect to the Loan
Combination on behalf of Certificateholders and the [_____] B
Loan
Noteholder);
(xiv) originals or copies of all assumption, modification,
written
assurance
and substitution agreements, with evidence of recording thereon
if
appropriate, in those instances where the terms or provisions of
the
Mortgage,
the Note or any related security document have been modified or
the
Mortgage Loan or Loan Combination has been assumed;
(xv) the original or a copy of any guaranty of the obligations
of
the
Borrower under the Mortgage Loan or Loan Combination together with,
as
applicable, (A) the original or copies of any intervening
assignments of
such
guaranty showing a complete chain of assignment from the
Originator
of the
Mortgage Loan to the most recent assignee thereof prior to the
Trustee
and (B) an original assignment of such guaranty executed by the
most
recent assignee thereof prior to the Trustee or, if none, by
the
Originator;
(xvi) the original or a copy of the power of attorney (with
evidence
of
recording thereon, if appropriate) granted by the related Borrower
if
the
Mortgage, Note or other document or instrument referred to above
was
signed on
behalf of the Borrower pursuant to such power of attorney;
(xvii) with respect to the Loan Combination, a copy of the
related
Co-Lender
Agreement;
(xviii) with respect hospitality properties, a copy of the
franchise
agreement,
if any, an original or copy of the comfort letter, if any, and
any
transfer documents with respect to any such comfort letter;
(xix) the original (or copy, if the original is held by the
Master
Servicer
pursuant to Section 2.01(d)) of any letter of credit for the
benefit of
the lender securing such Mortgage Loan; and
(xx) the appropriate assignment or amendment documentation
related
to the
assignment to the Trust of any letter of credit securing such
Mortgage
Loan (or copy thereof, if the original is held by the Master
Servicer
pursuant to Section 2.01(d)) which entitles the Master Servicer
on behalf
of the Trust to draw thereon.
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With respect to the Loan Combination, except for the Note
referred
to in clause (i) of the preceding paragraph, only a single original
set of the
Loan Documents specified above is required to be delivered. With
respect to any
group of Cross-Collateralized Mortgage Loans, if there exists only
one original
or certified copy of any document referred to in Sections
2.01(a)(i) through
2.01(a)(xx) covering all of the Mortgage Loans in such group of
Cross-Collateralized Mortgage Loans, then the inclusion of such
original or
certified copy in the Mortgage File for any of the Mortgage Loans
constituting a
part of such group of Cross-Collateralized Mortgage Loans shall be
deemed the
inclusion of such original or certified copy in the Mortgage File
for each such
Mortgage Loan.
On or prior to the Closing Date, the Mortgage Loan Seller will
retain a third party vendor reasonably satisfactory to the
Controlling Class
Representative (which may be the Custodian) to complete the
assignment and
recordation of the related Loan Documents in the name of the
Trustee on behalf
of the Certificateholders and with respect to the Loan Combination,
the [_____]
B Loan Noteholder. On or promptly following the Closing Date, the
Mortgage Loan
Seller will cause such third party vendor, to the extent possession
of recorded
copies of each Mortgage and the documents described in Sections
2.01(a)(iii),
(v), (viii), (xiii) and (xiv) have been delivered to it, at the
expense of the
Mortgage Loan Seller, (1) to prepare and record (a) each Assignment
of Mortgage
referred to in Section 2.01(a)(iii) which has not yet been
submitted for
recording and (b) each Reassignment of Assignment of Leases, Rents
and Profits
referred to in Section 2.01(a)(viii)(B) (if not otherwise included
in the
related Assignment of Mortgage) which has not yet been submitted
for
recordation; and (2) to prepare and file each UCC assignment of
financing
statement referred to in Section 2.01(a)(v) or (xiii) which has not
yet been
submitted for filing or recording. The Mortgage Loan Seller will
direct the
related third party vendor to promptly prepare and submit (and in
no event later
than 30 Business Days following the receipt of the related
documents in the case
of clause 1(a) above and 60 days following the receipt of the
applicable
documents in the case of clauses 1(b) and 2 above) for recording or
filing, as
the case may be, in the appropriate public recording or filing
office, each such
document. In the event that any such document is lost or returned
unrecorded
because of a defect therein, the Mortgage Loan Seller, at the
expense of such
Mortgage Loan Seller (as set forth in the related Mortgage Loan
Purchase
Agreement), will promptly prepare a substitute document for
signature by the
Depositor or itself, as applicable, and thereafter the Mortgage
Loan Seller will
cause each such document to be duly recorded or filed. The Mortgage
Loan Seller
will, promptly upon receipt of the original recorded or filed copy
(and in no
event later than five Business Days following such receipt) deliver
such
original to the Custodian (in the case of each UCC financing
statement or UCC
assignment of financing statement, with evidence of filing or
recording
thereon). Notwithstanding anything to the contrary contained in
this Section
2.01, in those instances where the public recording office retains
the original
Mortgage, Assignment of Mortgage or Reassignment of Assignment of
Leases, Rents
and Profits, if applicable, after any has been recorded, the
obligations
hereunder of the Depositor shall be deemed to have been satisfied
upon delivery
to the Custodian of a copy of such Mortgage, Assignment of Mortgage
or
Reassignment of Assignment of Leases, Rents and Profits, if
applicable,
certified by the public recording office to be a true and complete
copy of the
recorded original thereof. Notwithstanding the foregoing, there
shall be no
requirement to record any assignment to the Trustee or to file any
UCC-3
assignment of financing statement in those jurisdictions where, in
the written
opinion of local counsel (which opinion shall not be an expense of
the Trust
Fund or the [_____] B Loan Noteholder) acceptable to the Depositor
and
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<PAGE>
the Trustee, such recordation and/or filing is not required to
protect the
Trustee's interest in the related Mortgage Loans against sale,
further
assignment, satisfaction or discharge by the Mortgage Loan Seller,
the Master
Servicer, the Special Servicer, any Sub-Servicer or the
Depositor.
If the Mortgage Loan Seller cannot deliver, or cause to be
delivered, as to any Mortgage Loan, the original or a copy of the
related
lender's title insurance policy referred to in Section 2.01(a)(vii)
solely
because such policy has not yet been issued, the delivery
requirements of this
Section 2.01 will be deemed to be satisfied as to such missing
item, and such
missing item will be deemed to have been included in the related
Mortgage File
by delivery of a binder marked as binding and countersigned by the
title insurer
or its authorized agent (which may be a pro forma or specimen title
insurance
policy which has been accepted or approved as binding in writing by
the related
title insurance company) or an acknowledged closing instruction or
escrow
letter. Copies of recorded or filed Assignments of Mortgage,
Reassignments of
Assignment of Leases, Rents and Profits and UCC assignments of
financing
statements shall be held by the Custodian.
Subject to the third preceding paragraph, all original
documents
relating to the Mortgage Loans which are not delivered to the
Custodian are and
shall be held by the Depositor, the Trustee or the Master Servicer
(or a
Sub-Servicer on its behalf), as the case may be, in trust for the
benefit of the
Certificateholders and, insofar as they also relate to the [_____]
B Loan, on
behalf of and for the benefit of the [_____] B Loan Noteholder. In
the event
that any such original document, or in the case of the [_____] B
Loan, the
original Note, is required pursuant to the terms of this Section to
be a part of
a Mortgage File in order to effectuate the purposes of this
Agreement, such
