STRUCTURED ASSET SECURITIES CORPORATION II,
Depositor
and
___________________________,
as Master Servicer
and
___________________________,
as Special Servicer
and
___________________________,
as Trustee
and
___________________________,
as Fiscal Agent
POOLING AND SERVICING AGREEMENT
Dated as of ___________, 200_
__________________________________
$______________
LB-UBS Commercial Mortgage Trust 200_-C_
Commercial Mortgage Pass-Through Certificates,
Series 200_-C_
TABLE OF CONTENTS
PAGE
----
ARTICLE I
DEFINITIONS; GENERAL INTERPRETIVE PRINCIPLES; CERTAIN ADJUSTMENTS
TO THE
PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES
SECTION 1.01.
Defined Terms.
...................................................................................11
SECTION 1.02.
General Interpretive Principles.
................................................................126
SECTION 1.03.
Certain Adjustments to the Principal Distributions on the
Certificates. .........................127
ARTICLE II
CONVEYANCE OF TRUST MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES;
ORIGINAL ISSUANCE OF CERTIFICATES
SECTION 2.01.
Creation of Trust; Conveyance of Trust Mortgage Loans.
..........................................130
SECTION 2.02.
Acceptance of Trust Fund by Trustee.
............................................................134
SECTION 2.03.
Repurchase of Trust Mortgage Loans for Document Defects and
Breaches
of Representations and Warranties.
............................................................136
SECTION 2.04.
Representations, Warranties and Covenants of the Depositor.
.....................................147
SECTION 2.05.
Acceptance of Grantor Trust Assets by Trustee; Issuance of the
Class V
Certificates
..................................................................................149
SECTION 2.06.
Acceptance of Loan REMICs by Trustee; Execution, Authentication and
Delivery of Class R-LR Certificates; Creation of Loan REMIC Regular
Interests.
....................................................................................150
SECTION 2.07.
Conveyance of Loan REMIC Regular Interests.
.....................................................150
SECTION 2.08.
Execution, Authentication and Delivery of Class R-I Certificates;
Creation
of REMIC I Regular Interests
..................................................................150
SECTION 2.09.
Conveyance of REMIC I Regular Interests; Acceptance of REMIC II by
Trustee.
......................................................................................151
SECTION 2.10.
Execution, Authentication and Delivery of Class R-II Certificates;
Creation of REMIC II Regular Interests.
.......................................................151
SECTION 2.11.
Conveyance of REMIC II Regular Interests; Acceptance of REMIC III
by
Trustee.
......................................................................................151
SECTION 2.12.
Execution, Authentication and Delivery of REMIC III Certificates.
...............................151
SECTION 2.13.
Acceptance of Loss of Value Reserve Fund by Trustee.
............................................152
ARTICLE III
ADMINISTRATION AND SERVICING OF THE TRUST FUND
SECTION 3.01.
Administration of the Mortgage Loans.
...........................................................153
SECTION 3.02.
Collection of Mortgage Loan Payments
............................................................155
SECTION 3.03.
Collection of Taxes, Assessments and Similar Items; Servicing
Accounts;
Reserve Accounts
..............................................................................158
SECTION 3.04.
Pool Custodial Account, Defeasance Deposit Account, Collection
Account, Interest Reserve Account, Excess Liquidation Proceeds
Account and Loss of Value Reserve Fund.
.......................................................160
SECTION 3.04A.
Loan Combination Custodial Accounts for Serviced Loan Combinations.
.............................166
SECTION 3.05.
Permitted Withdrawals From the Pool Custodial Account, the
Collection
Account, the Interest Reserve Account and the Excess Liquidation
Proceeds Account
..............................................................................168
SECTION 3.05A.
Permitted Withdrawals From the Loan Combination Custodial Accounts
..............................176
SECTION 3.06.
Investment of Funds in the Collection Account, the Servicing
Accounts,
the Reserve Accounts, the Defeasance Deposit Account, the Custodial
Accounts, the REO Accounts, the Interest Reserve Account and the
Excess Liquidation Proceeds Account
...........................................................187
SECTION 3.07.
Maintenance of Insurance Policies; Errors and Omissions and
Fidelity
Coverage; Environmental Insurance.
............................................................190
SECTION 3.08.
Enforcement of Alienation Clauses.
..............................................................194
SECTION 3.09.
Realization Upon Defaulted Mortgage Loans; Required Appraisals;
Appraisal Reduction Calculation.
..............................................................199
SECTION 3.10.
Trustee and Custodian to Cooperate; Release of Mortgage Files
...................................203
SECTION 3.11.
Servicing Compensation; Payment of Expenses; Certain Matters
Regarding Servicing Advances
..................................................................205
SECTION 3.12.
Property Inspections; Collection of Financial Statements; Delivery
of
Certain Reports.
..............................................................................213
SECTION 3.12A.
Preparation and Delivery of Certain Statements and Reports to the
Serviced Non-Trust Mortgage Loan Noteholders
..................................................217
SECTION 3.13.
Annual Statement as to Compliance.
..............................................................215
SECTION 3.14.
Reports by Independent Public Accountants
.......................................................219
SECTION 3.15.
Access to Certain Information.
..................................................................221
SECTION 3.16.
Title to REO Property; REO Accounts.
............................................................223
SECTION 3.17.
Management of REO Property.
.....................................................................225
SECTION 3.18.
Sale of Trust Mortgage Loans and Administered REO Properties
....................................228
SECTION 3.19.
Additional Obligations of the Master Servicer and Special Servicer;
Obligations to Notify Ground Lessors and Hospitality Franchisors;
the
Special Servicer's Right to Request the Master Servicer to Make
Servicing Advances; Mortgagor Enforcement Actions.
............................................233
SECTION 3.20.
Modifications, Waivers, Amendments and Consents; Defeasance.
....................................237
SECTION 3.21.
Transfer of Servicing Between Master Servicer and Special Servicer;
Record Keeping.
...............................................................................246
SECTION 3.22.
Sub-Servicing Agreements
........................................................................248
SECTION 3.23.
Representations and Warranties of the Master Servicer.
..........................................251
SECTION 3.24.
Representations and Warranties of the Special Servicer
..........................................252
SECTION 3.25.
Certain Matters Regarding the Purchase of the Trust Mortgage Loan
in a
Loan Combination
..............................................................................254
SECTION 3.26.
Application of Default Charges.
.................................................................254
SECTION 3.27.
Purchase Option and Cure Rights of the Class ____ Representative
................................258
SECTION 3.28.
Purchase Option and Cure Rights of the Class ____ Representative.
...............................259
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS; REPORTS TO CERTIFICATEHOLDERS
SECTION 4.01.
Distributions.
..................................................................................261
SECTION 4.02.
Statements to Certificateholders and Others.
....................................................276
SECTION 4.03.
P&I Advances With Respect to the Mortgage Pool
..................................................285
SECTION 4.04.
Allocations of Realized Losses and Additional Trust Fund Expenses
...............................292
SECTION 4.05.
Various Reinstatement Amounts.
..................................................................293
SECTION 4.06.
Calculations.
...................................................................................295
SECTION 4.07.
Use of Agents.
..................................................................................296
ARTICLE V
THE CERTIFICATES
SECTION 5.01.
The Certificates
................................................................................297
SECTION 5.02.
Registration of Transfer and Exchange of Certificates.
..........................................297
SECTION 5.03.
Book-Entry Certificates
.........................................................................305
SECTION 5.04.
Mutilated, Destroyed, Lost or Stolen Certificates.
..............................................307
SECTION 5.05.
Persons Deemed Owners
...........................................................................307
ARTICLE VI
THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER AND THE
CONTROLLING CLASS REPRESENTATIVE
SECTION 6.01.
Liability of Depositor, Master Servicer and Special Servicer.
...................................308
SECTION 6.02.
Continued Qualification and Compliance of Master Servicer; Merger,
Consolidation or Conversion of Depositor, Master Servicer or
Special
Servicer
......................................................................................308
SECTION 6.03.
Limitation on Liability of Depositor, Master Servicer and Special
Servicer
.......................................................................................309
SECTION 6.04.
Resignation of Master Servicer and the Special Servicer.
........................................310
SECTION 6.05.
Rights of Depositor, Trustee and Serviced Non-Trust Mortgage Loan
Noteholders in Respect of the Master Servicer and the Special
Servicer. .......................311
SECTION 6.06.
Depositor, Master Servicer and Special Servicer to Cooperate with
Trustee.
......................................................................................311
SECTION 6.07.
Depositor, Special Servicer and Trustee to Cooperate with Master
Servicer
......................................................................................311
SECTION 6.08.
Depositor, Master Servicer and Trustee to Cooperate with Special
Servicer
......................................................................................312
SECTION 6.09.
Designation of Special Servicer and Controlling Class
Representative,
Class ____ Representative and Class ____ Representative;
Replacement of
Special Servicer by the Controlling Class and Others.
.........................................312
SECTION 6.10.
Master Servicer or Special Servicer as Owner of a Certificate.
..................................318
SECTION 6.11.
Certain Powers of the Controlling Class Representative and the
Class ____
Representative
................................................................................319
SECTION 6.12.
Certain Matters Regarding the Serviced Loan Combinations.
.......................................323
ARTICLE VII
DEFAULT
SECTION 7.01.
Events of Default and Outside Servicer Defaults.
................................................329
SECTION 7.02.
Trustee to Act; Appointment of Successor
........................................................337
SECTION 7.03.
Notification to Certificateholders.
.............................................................338
SECTION 7.04.
Waiver of Events of Default and Outside Servicer Defaults
.......................................339
SECTION 7.05.
Additional Remedies of Trustee Upon Event of Default or Outside
Servicer Default.
.............................................................................339
ARTICLE VIII
CONCERNING THE TRUSTEE
SECTION 8.01.
Duties of Trustee
...............................................................................340
SECTION 8.02.
Certain Matters Affecting Trustee.
..............................................................341
SECTION 8.03.
Trustee and Fiscal Agent Not Liable for Validity or Sufficiency of
Certificates or Mortgage Loans.
...............................................................342
SECTION 8.04.
Trustee and Fiscal Agent May Own Certificates
...................................................342
SECTION 8.05.
Fees and Expenses of Trustee; Indemnification of and by Trustee.
................................343
SECTION 8.06.
Eligibility Requirements for Trustee
............................................................344
SECTION 8.07.
Resignation and Removal of Trustee.
.............................................................344
SECTION 8.08.
Successor Trustee
...............................................................................346
SECTION 8.09.
Merger or Consolidation of Trustee and Fiscal Agent
.............................................346
SECTION 8.10.
Appointment of Co-Trustee or Separate Trustee
...................................................346
SECTION 8.11.
Appointment of Custodians.
......................................................................347
SECTION 8.12.
Appointment of Authenticating Agents.
...........................................................348
SECTION 8.13.
Appointment of Tax Administrators.
..............................................................349
SECTION 8.14.
Access to Certain Information.
..................................................................350
SECTION 8.15.
Reports to the Securities and Exchange Commission and Related
Reports ...........................351
SECTION 8.16.
Representations and Warranties of Trustee
.......................................................357
SECTION 8.17.
The Fiscal Agent
................................................................................359
SECTION 8.18.
Representations and Warranties of Fiscal Agent
..................................................360
ARTICLE IX
TERMINATION
SECTION 9.01.
Termination Upon Repurchase or Liquidation of All Trust Mortgage
Loans.
........................................................................................362
SECTION 9.02.
Additional Termination Requirements.
............................................................365
SECTION 9.03.
Outside Administered REO Properties.
............................................................366
ARTICLE X
ADDITIONAL TAX PROVISIONS
SECTION 10.01.
REMIC Administration.
...........................................................................367
SECTION 10.02.
Grantor Trust Administration.
...................................................................370
ARTICLE XI
MISCELLANEOUS PROVISIONS
SECTION 11.01.
Amendment.
......................................................................................373
SECTION 11.02.
Recordation of Agreement; Counterparts
..........................................................375
SECTION 11.03.
Limitation on Rights of Certificateholders
......................................................375
SECTION 11.04.
Governing Law; Consent to Jurisdiction
..........................................................376
SECTION 11.05.
Notices
.........................................................................................376
SECTION 11.06.
Severability of Provisions.
.....................................................................377
SECTION 11.07.
Grant of a Security Interest
....................................................................377
SECTION 11.08.
Streit Act.
.....................................................................................378
SECTION 11.09.
Successors and Assigns; Beneficiaries
...........................................................378
SECTION 11.10.
Article and Section Headings.
...................................................................379
SECTION 11.11.
Notices to Rating Agencies.
.....................................................................379
SECTION 11.12.
Complete Agreement.
.............................................................................381
SCHEDULES AND EXHIBITS
Schedule No.
Schedule Description
------------
--------------------
I
Trust Mortgage Loan Schedule
II
Representations and Warranties of the Depositor
III
Exceptions to the Representations and Warranties of the Depositor
IV
Schedule of Environmentally Insured Mortgage Loans
V
Schedule of Initial Deposit Mortgage Loans
VI
Schedule of Mortgage Loans Secured by a Hospitality Property or
Nursing Facility
VII
Schedule of Early Defeasance Mortgage Loans
VIII
Schedule of Reference Rates
IX
Schedule of Class A-AB Planned Principal Balances
X
Schedule of Additional Mortgage Loan Origination Documents
XI
Schedule of Additional Section 2.03 Documents
Exhibit No.
Exhibit Description
------------
-------------------
A-1
Form of Class [A-1] [A-2] [A-3] [A-AB] [A-4] [A-1A] Certificate
A-2
Form of Class X-CP Certificate
A-3
Form of Class X-CL Certificate
A-4
Form of Class [A-M] [A-J] [B] [C] [D] [E] [F] Certificate
A-5
Form of Class [G] [H] [J] [K] [L] [M] [N] [P] [Q] [S] [T]
Certificate
A-6
Form of Class [R-I] [R-II] [R-III] [R-LR] Certificate
A-7
Form of Class V Certificate
A-8
Form of Class [___-1] [___-2] [___-3] [___-4] [___-5] [___-6]
[___-7] [___-1] [___-2] [___-3] [___-4] Certificate
B
Form of Distribution Date Statement
C
Form of Custodial Certification
D-1
Form of Master Servicer Request for Release
D-2
Form of Special Servicer Request for Release
E
Form of Loan Payoff Notification Report
F-1
Form of Transferor Certificate for Transfers of Definitive
Non-Registered Certificates
F-2A
Form I of Transferee Certificate for Transfers of Definitive
Non-Registered Certificates
F-2B
Form II of Transferee Certificate for Transfers of Definitive
Non-Registered Certificates
F-2C
Form of Transferee Certificate for Transfers of Interests in Rule
144A Global Certificates
F-2D
Form of Transferee Certificate for Transfers of Interests in
Regulation S Global Certificates
G-1
Form I of Transferee Certificate in Connection with ERISA
(Definitive Non-Registered Certificates)
G-2
Form II of Transferee Certificate in Connection with ERISA
(Book-Entry Non-Registered Certificates)
H-1
Form of Transfer Affidavit and Agreement regarding Residual
Interest Certificates
H-2
Form of Transferor Certificate regarding Residual Interest
Certificates
I-1
Form of Notice and Acknowledgment
I-2
Form of Acknowledgment of Proposed Special Servicer
J
Form of UCC-1 Financing Statement Schedule
K
Sub-Servicers in respect of which Sub-Servicing Agreements are in
effect or being negotiated as of the Closing Date
-v-
Exhibit No.
Exhibit Description
------------
-------------------
L-1
Form of Information Request/Investor Certification for Website
Access from Certificate [Holder] [Owner]
L-2
Form of Information Request/Investor Certification for Website
Access from Prospective Investor
M
Form of Defeasance Certification
N
Form of Seller/Depositor Notification
O
Form of Controlling Class Representative Confidentiality
Agreement
P
Form of Trustee Backup Certification
Q
Form of Master Servicer Backup Certification
R
Form of Special Servicer Backup Certification
S
Form of Outside Master Servicer Notice
-vi-
This Pooling and Servicing Agreement (this "Agreement") is dated
and
effective as of ___________, 200_, among STRUCTURED ASSET
SECURITIES CORPORATION
II, as Depositor, ______________________, as Master Servicer,
______________________, as Special Servicer,
______________________, as Trustee
and ______________________, as Fiscal Agent.
PRELIMINARY STATEMENT:
The Depositor intends to sell the Certificates, which are to be
issued hereunder in multiple Classes and which in the aggregate
will evidence
the entire beneficial ownership interest in the Trust Fund.
As provided herein, the Trustee will elect to treat each Early
Defeasance Trust Mortgage Loan, if any, as the primary asset of a
separate REMIC
for federal income tax purposes, and each such REMIC will be
designated as a
"Loan REMIC". The Class R-LR Certificates (if issued in accordance
with Section
2.06) will represent the sole class of "residual interests" in each
and every
Loan REMIC, if any, for purposes of the REMIC Provisions under
federal income
tax law. A separate Loan REMIC Regular Interest will, on the
Closing Date, be
issued with respect to, and will thereafter relate to, each Early
Defeasance
Trust Mortgage Loan, if any, included in a Loan REMIC. Each Loan
REMIC Regular
Interest, if any, issued with respect to, and relating to, an Early
Defeasance
Trust Mortgage Loan in a Loan REMIC, shall also relate to any
successor REO
Trust Mortgage Loan with respect to such Early Defeasance Trust
Mortgage Loan.
Each Loan REMIC Regular Interest, if any, shall: (i) bear a numeric
designation
that is the same as the loan number for the related Early
Defeasance Trust
Mortgage Loan set forth on the Trust Mortgage Loan Schedule; (ii)
accrue
interest at the related per annum rate described in the definition
of "Loan
REMIC Remittance Rate"; and (iii) have an initial Uncertificated
Principal
Balance equal to the Cut-off Date Balance of the related Early
Defeasance Trust
Mortgage Loan. The Legal Final Distribution Date of each Loan REMIC
Regular
Interest, if any, is the Distribution Date immediately following
the third
anniversary of the end of the remaining amortization term (as
determined as of
the Closing Date) of the related Early Defeasance Trust Mortgage
Loan. None of
the Loan REMIC Regular Interests (if issued in accordance with
Section 2.06)
will be certificated. Notwithstanding the foregoing, however, if
the Trust Fund
does not include Early Defeasance Trust Mortgage Loans, then (i)
there will be
no Loan REMICs, (ii) neither the Class R-LR Certificates nor any
Loan REMIC
Regular Interests will be issued and (iii) the provisions of
Section 2.06(b)
will apply.
As provided herein, the Trustee will elect to treat the segregated
pool of assets consisting of the Trust Mortgage Loans (exclusive of
the Early
Defeasance Trust Mortgage Loans, if any, and exclusive of any
collections of
Additional Interest on the ARD Trust Mortgage Loans, if any, after
their
respective Anticipated Repayment Dates), any Loan REMIC Regular
Interests and
certain other related assets subject to this Agreement as a REMIC
for federal
income tax purposes, and such segregated pool of assets will be
designated as
"REMIC I". The Class R-I Certificates will represent the sole class
of "residual
interests" in REMIC I for purposes of the REMIC Provisions under
federal income
tax law. Two separate REMIC I Regular Interests will, on the
Closing Date, be
issued with respect to, and will thereafter relate to, the
______________ Trust
Mortgage Loan, and such REMIC I Regular Interests will bear the
alphabetic
designations "___-A" and "___-B", respectively. The ______________
Trust
Mortgage Loan consists of two loan components, and each of REMIC I
Regular
Interest ___-A and REMIC I Regular Interest ___-B will correspond
to a separate
loan component of the ______________ Trust Mortgage Loan. REMIC I
Regular
Interest ___-A will relate to ______________ Trust Mortgage Loan
Component A-1a,
and REMIC I Regular Interest ___-B will relate to ______________
Trust Mortgage
Loan Component A-1b. Two separate REMIC I Regular Interests will,
on the Closing
Date,
also be issued with respect to, and will thereafter relate to, the
______________ Trust Mortgage Loan, and such REMIC I Regular
Interests will bear
the alphabetic designations "___-A" and "___-B", respectively. In
addition, a
separate REMIC I Regular Interest will, on the Closing Date, be
issued with
respect to, and will thereafter relate to, each other Trust
Mortgage Loan
included in REMIC I and each Loan REMIC Regular Interest, if any,
included in
REMIC I. Each REMIC I Regular Interest issued with respect to, and
relating to,
a Trust Mortgage Loan in REMIC I, shall also relate to any
successor REO Trust
Mortgage Loan with respect to such Trust Mortgage Loan and, more
specifically,
in the case of each of REMIC I Regular Interest ___-A and REMIC I
Regular
Interest ___-B, shall continue to relate to the applicable loan
component of any
successor REO Trust Mortgage Loan with respect to the
______________ Trust
Mortgage Loan. Each REMIC I Regular Interest issued with respect
to, and
relating to, any Loan REMIC Regular Interest, shall also relate to
the Early
Defeasance Trust Mortgage Loan and any successor REO Trust Mortgage
Loan
corresponding to such Loan REMIC Regular Interest. Each REMIC I
Regular Interest
shall: (i) except as otherwise described above with respect to
REMIC I Regular
Interest ___-A, REMIC I Regular Interest ___-B, REMIC I Regular
Interest ___-A
and REMIC I Regular Interest ___-B, bear a numeric designation that
is the same
as the loan number for the related Trust Mortgage Loan set forth on
the Trust
Mortgage Loan Schedule; (ii) accrue interest at a per annum rate
described in
the definition of "REMIC I Remittance Rate"; and (iii) have an
initial
Uncertificated Principal Balance equal to (A) $____________ in the
case of REMIC
I Regular Interest ___-A, (B) $____________in the case of REMIC I
Regular
Interest ___-B, (C) $____________ in the case of REMIC I Regular
Interest ___-A,
(D) $____________ in the case of REMIC I Regular Interest ___-B,
and (E) the
Cut-off Date Balance of the related Trust Mortgage Loan in the case
of each
other REMIC I Regular Interest. The Legal Final Distribution Date
of each of the
REMIC I Regular Interests is the Distribution Date immediately
following the
third anniversary of the end of the remaining amortization term (as
determined
as of the Closing Date) of the related Trust Mortgage Loan. None of
the REMIC I
Regular Interests will be certificated.
As provided herein, the Trustee will elect to treat the segregated
pool of assets consisting of the REMIC I Regular Interests as a
REMIC for
federal income tax purposes, and such segregated pool of assets
will be
designated as "REMIC II". The Class R-II Certificates will
represent the sole
class of "residual interests" in REMIC II for purposes of the REMIC
Provisions
under federal income tax law. The Legal Final Distribution Date for
each REMIC
II Regular Interest is the latest Rated Final Distribution Date.
None of the
REMIC II Regular Interests will be certificated. Each REMIC II
Regular Interest
shall accrue interest at a per annum rate described in the
definition of "REMIC
II Remittance Rate". The following table sets forth the designation
and the
initial Uncertificated Principal Balance for each of the REMIC II
Regular
Interests.
Initial Uncertificated
Designation of REMIC II Regular
Principal Balance of REMIC II
Interests
Regular Interests
-----------------------------------
---------------------------------------
[A-1-1
$
____________
A-1-2
$
____________
A-1A-1
$
____________
A-1A-2
$
____________
A-1A-3
$
____________
A-1A-4
$
____________
A-1A-5
$
____________
A-1A-6
$
____________
A-1A-7
$
____________
-2-
Initial Uncertificated
Designation of REMIC II Regular
Principal Balance of REMIC II Regular
Interests
Interests
-----------------------------------
---------------------------------------
A-1A-8
$
____________
A-2-1
$
____________
A-2-2
$
____________
A-2-3
$
____________
A-3
$
____________
A-AB-1
$
____________
A-AB-2
$
____________
A-4-1
$
____________
A-4-2
$
____________
A-4-3
$
____________
A-4-4
$
____________
A-M
$
____________
A-J
$
____________
B
$
____________
C
$
____________
D-1
$
____________
D-2
$
____________
E-1
$
____________
E-2
$
____________
F
$
____________
G
$
____________
H
$
____________
J
$
____________
K
$
____________
L
$
____________
M
$
____________
N
$
____________
P
$
____________
Q
$
____________
S
$
____________
T
$
____________
___-1
$
____________
___-2
$
____________
___-3
$
____________
___-4
$
____________
___-5
$
____________
___-6
$
____________
___-7
$
____________
___-1
$
____________
___-2
$
____________
___-3
$
____________
___-4
$
____________
As provided herein, the Trustee will elect to treat the segregated
pool of assets consisting of the REMIC II Regular Interests as a
REMIC for
federal income tax purposes, and such segregated pool of assets
will be
designated as "REMIC III". The Class R-III Certificates will
evidence the sole
class of "residual interests" in REMIC III for purposes of the
REMIC Provisions
under federal income tax law. For federal income tax purposes, each
Class of the
Regular Interest Certificates (exclusive of
-3-
the Class X-CL and Class X-CP Certificates), each REMIC III
Component of the
Class X-CL Certificates and each REMIC III Component of the Class
X-CP
Certificates will be designated as a separate "regular interest" in
REMIC III.
The Legal Final Distribution Date for each Class of Regular
Interest
Certificates (exclusive of the Class X-CL and Class X-CP
Certificates), for each
REMIC III Component of the Class X-CL Certificates and for each
REMIC III
Component of the Class X-CP Certificates is the latest Rated Final
Distribution
Date. Each Class of Regular Interest Certificates (exclusive of the
Class X-CL
and Class X-CP Certificates), each REMIC III Component of the Class
X-CL
Certificates and each REMIC III Component of the Class X-CP
Certificates will
accrue interest at the per annum rate described in the definition
of
"Pass-Through Rate." The following table sets forth the Class
designation and
original Class Principal Balance for each Class of the Regular
Interest
Certificates.
-4-
Class
Original Class
Designation of Regular Interest
Principal Balance of Regular
Certificate
Classes
Interest Certificate Classes
----------------------------------
----------------------------------------
Class A-1
$
____________
Class A-2
$
____________
Class A-3
$
____________
Class A-AB
$
____________
Class A-4
$
____________
Class A-1A
$
____________
Class A-M
$
____________
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 P
$
____________
Class Q
$
____________
Class S
$
____________
Class T
$
____________
Class X-CL
(1)
Class X-CP
(2)
Class ___-1
$
____________
Class ___-2
$
____________
Class ___-3
$
____________
Class ___-4
$
____________
Class ___-5
$
____________
Class ___-6
$
____________
Class ___-7
$
____________
Class ___-1
$
____________
Class ___-2
$
____________
Class ___-3
$
____________
Class ___-4
$
____________
__________________
(1)
The Class X-CL Certificates will not have a Class Principal
Balance and will not entitle their Holders to receive
distributions of principal. The Class X-CL Certificates will
have a Class Notional Amount which will be equal to the
aggregate of the Component Notional Amounts of the Class
X-CL REMIC III Components from time to time. As more
specifically provided herein, interest in respect of the
Class X-CL Certificates will consist of the aggregate amount
of interest
-5-
accrued on the respective Component Notional Amounts of the
Class X-CL REMIC III Components from time to time.
(2)
The Class X-CP Certificates will not have a Class Principal
Balance and will not entitle their Holders to receive
distributions of principal. The Class X-CP Certificates will
have a Class Notional Amount which will be equal to the
aggregate of the Component Notional Amounts of the Class
X-CP REMIC III Components from time to time. As more
specifically provided herein, interest in respect of the
Class X-CP Certificates will consist of the aggregate amount
of interest accrued on the respective Component Notional
Amounts of the Class X-CP REMIC III Components from time to
time.
As provided herein, the Trustee shall take all actions necessary to
ensure that the portion of the Trust Fund consisting of the Grantor
Trust
Assets, if any, maintains its status as a grantor trust under the
Code. The
Class V Certificates (if issued in accordance with Section 2.05)
will represent
the entire beneficial ownership of the Grantor Trust Assets.
Notwithstanding the
foregoing, however, if the Trust Fund does not include ARD Trust
Mortgage Loans,
then there will be no Grantor Trusts, the Class V Certificates will
not be
issued and the provisions of Section 2.05(b) will apply.
The Initial Pool Balance will be $______________.
There exists one Trust Mortgage Loan (the "________________ Trust
Mortgage Loan"), with a Cut-off Date Balance of $____________, that
is evidenced
by a Mortgage Note designated as the Second Amended and Restated
Promissory Note
___ and is, together with two (2) other mortgage loans that will
not be part of
the Trust Fund (such two (2) other mortgage loans, collectively,
the
"________________ Non-Trust Mortgage Loans"), secured on a
collective basis by
the same Mortgage encumbering the property identified on the Trust
Mortgage Loan
Schedule as ________________ (the "________________ Mortgaged
Property"). The
________________ Non-Trust Mortgage Loans consist of: (i) one
mortgage loan (the
"________________ Note ___ Non-Trust Mortgage Loan") that has an
unpaid
principal balance as of the Cut-off Date of $____________, is
evidenced by a
Mortgage Note designated as the Second Amended and Restated
Promissory Note ___
and is, as of the Closing Date, together with various other
commercial and
multifamily mortgage loans, included in a commercial mortgage
securitization
(the "LB-UBS Series 200_-C_ Securitization") involving the issuance
of the
LB-UBS Commercial Mortgage Trust 200_-C_, Commercial Mortgage
Pass-Through
Certificates, Series 200_-C_ (the "LB-UBS Series 200_-C_
Certificates"); and
(ii) an additional mortgage loan (the "________________ Note ___
Non-Trust
Mortgage Loan") that has an unpaid principal balance as of the
Cut-off Date of
$____________, is evidenced by a Mortgage Note designated as the
Second Amended
and Restated Promissory Note ___ and is, as of the Closing Date,
together with
various other commercial and multifamily mortgage loans, included
in a
commercial mortgage securitization (the "LB-UBS Series 200_-C_
Securitization")
involving the issuance of the LB-UBS Commercial Mortgage Trust
200_-C_,
Commercial Mortgage Pass-Through Certificates, Series 200_-C_ (the
"LB-UBS
Series 200_-C_ Certificates"). The ________________ Trust Mortgage
Loan and the
________________ Non-Trust Mortgage Loans collectively constitute
the
"________________ Loan Combination" (which term shall include any
group of
successor REO Mortgage Loans or other comparable deemed mortgage
loans with
respect to those three (3) Mortgage Loans).
The relative rights of the respective lenders in respect of the
________________ Loan Combination are set forth in a co-lender
agreement dated
as of ____________, 200_ (as amended, restated, supplemented or
otherwise
modified from time to time, the "________________ Co-Lender
-6-
Agreement"), between the holder of the Mortgage Note for the
________________
Trust Mortgage Loan and the respective holders of the Mortgage
Notes for the
________________ Non-Trust Mortgage Loans. As of the Closing Date,
the entire
________________ Loan Combination is to be serviced and
administered in
accordance with a pooling and servicing agreement, dated as of
______, 200_
(together with any successor servicing agreement provided for under
the
________________ Co-Lender Agreement, as any such servicing
agreement may be
amended, restated, supplemented or otherwise modified from time to
time, the
"________________ Servicing Agreement"), between Structured Asset
Securities
Corporation II, as depositor, __________________, as master
servicer (in such
capacity, and together with any successor master servicers in
respect of the
________________ Loan Combination, the "________________ Master
Servicer"),
_______________., as special servicer (in such capacity, and
together with any
successor special servicers in respect of the ________________ Loan
Combination,
the "________________ Special Servicer"), ______________________,
as trustee (in
such capacity, and together with any successor trustees under such
pooling and
servicing agreement, the "________________ Trustee"), and
______________________, as fiscal agent.
There exists one Trust Mortgage Loan (the "________________ Trust
Mortgage Loan"), with a Cut-off Date Balance of $____________, that
is evidenced
by a Mortgage Note designated as Promissory Note (Replacement Note
___) and is,
together with three (3) other mortgage loans that will not be part
of the Trust
Fund (such three (3) other mortgage loans, collectively, the
"________________
Non-Trust Mortgage Loans"), secured on a collective basis by the
same Mortgage
encumbering the properties collectively identified on the Trust
Mortgage Loan
Schedule as ________________ (collectively, the "________________
Mortgaged
Property"). The ________________ Non-Trust Mortgage Loans consist
of: (i) one
(1) mortgage loan (the "________________ Note ___ Mortgage Loan")
that has an
unpaid principal balance as of the Cut-off Date of $____________,
is evidenced
by a Mortgage Note designated as Promissory Note (Replacement Note
___),
consists of two (2) loan components and is, as of the Closing Date,
together
with various other commercial and multifamily mortgage loans,
included in the
LB-UBS Series 200_-C_ Securitization, which involves the issuance
of the LB-UBS
Series 200_-C_ Certificates; (ii) one (1) mortgage loan (the
"________________
Note ___ Non-Trust Mortgage Loan") that has an unpaid principal
balance as of
the Cut-off Date of $____________, is evidenced by a Mortgage Note
designated as
Promissory Note (Replacement Note ___) and is, as of the Closing
Date, together
with various other commercial and multifamily mortgage loans,
included in the
LB-UBS Series 200_-C_ Securitization, which involves the issuance
of the LB-UBS
Series 200_-Certificates; [(iii) one (1) mortgage loan (the
"________________
Note ___ Non-Trust Mortgage Loan") that has an unpaid principal
balance as of
the Cut-off Date of $____________, is evidenced by a Mortgage Note
designated as
Promissory Note (Replacement Note ___) and is, as of the Closing
Date, held by
an institutional third-party noteholder; and (iv) one (1) mortgage
loan (the
"________________ Note ___ Non-Trust Mortgage Loan") that has an
unpaid
principal balance as of the Cut-off Date of $____________, is
evidenced by a
Mortgage Note designated as Promissory Note (Replacement Note ___)
and is, as of
the Closing Date, held by an institutional third-party noteholder].
The
________________ Trust Mortgage Loan and the ________________
Non-Trust Mortgage
Loans collectively constitute the "________________ Loan
Combination" (which
term shall include any group of successor REO Mortgage Loans or
comparable
deemed mortgage loans with respect to those four (4) Mortgage
Loans).
The relative rights of the respective lenders in respect of the
________________ Loan Combination are set forth in a co-lender
agreement dated
as of ____________, 200_ (as amended, restated, supplemented or
otherwise
modified from time to time, the "________________ Co-Lender
-7-
Agreement"), between the holder of the Mortgage Note for the
________________
Trust Mortgage Loan and the respective holders of the Mortgage
Notes for the
________________ Non-Trust Mortgage Loans. As of the Closing Date,
the entire
________________ Loan Combination is to be serviced and
administered in
accordance with a pooling and servicing agreement, dated as of
______, 200_
(together with any successor servicing agreement provided for under
the
________________ Co-Lender Agreement, as any such servicing
agreement may be
amended, restated, supplemented or otherwise modified from time to
time, the
"________________ Servicing Agreement"), between Structured Asset
Securities
Corporation II, as depositor, ____________, as master servicer (in
such
capacity, and together with any successor master servicers in
respect of the
________________ Loan Combination, the "________________ Master
Servicer"),
____________, Inc., as special servicer (in such capacity, and
together with any
successor special servicers in respect of the ________________ Loan
Combination,
the "________________ Special Servicer"), ______________________,
as trustee (in
such capacity, and together with any successor trustees under such
pooling and
servicing agreement, the "________________ Trustee") and
______________________,
as fiscal agent.
There exists one Trust Mortgage Loan (the "____________________
Trust Mortgage Loan"), with a Cut-off Date Balance of
$____________, that is
evidenced by a Mortgage Note designated as [the ______ Note] and
is, together
with one other mortgage loan that will not be part of the Trust
Fund (such other
mortgage loan, the "____________________ Non-Trust Mortgage Loan"),
secured on a
collective basis by the same Mortgage encumbering the property
identified on the
Trust Mortgage Loan Schedule as ____________________ (the
"____________________
Mortgaged Property"). The ____________________ Non-Trust Mortgage
Loan has an
unpaid principal balance as of the Cut-off Date of $____________,
is evidenced
by a Mortgage Note designated as [the A/B Note] and is, as of the
Closing Date,
included in a commercial mortgage securitization involving the
issuance of the
____________________ Commercial Mortgage Trust II, Commercial
Mortgage
Pass-Through Certificates, Series 200_-C6. The ____________________
Trust
Mortgage Loan and the ____________________ Non-Trust Mortgage Loan
together
constitute the "____________________ Loan Combination" (which term
shall include
any group of successor REO Mortgage Loans or comparable deemed
mortgage loans
with respect to those two (2) mortgage loans).
The relative rights of the respective lenders in respect of the
____________________ Loan Combination are set forth in a co-lender
agreement
dated as of ___________, 200_ (as amended, restated, supplemented
or otherwise
modified from time to time, the "____________________ Co-Lender
Agreement"),
between the holder of the Mortgage Note for the
____________________ Trust
Mortgage Loan and the holder of the Mortgage Note for the
____________________
Non-Trust Mortgage Loan. As of the Closing Date, the entire
____________________
Loan Combination is to be serviced and administered in accordance
with a trust
and servicing agreement, dated as of ___________, 200_ (together
with any
successor servicing agreement provided for under the
____________________
Co-Lender Agreement, as any such servicing agreement may be
amended, restated,
supplemented or otherwise modified from time to time, the
"____________________
Servicing Agreement"), between Structured Asset Securities
Corporation II, as
depositor, ______________________, as servicer (in such capacity,
and together
with any successor servicers in respect of the ____________________
Loan
Combination, the "____________________ Master Servicer") and as
special servicer
(in such capacity, and together with any successor special
servicers in respect
of the ____________________ Loan Combination, the
"____________________ Special
Servicer"), ______________________, as trustee (in such capacity,
and together
with any successor trustees under such trust and servicing
agreement, the
"____________________ Trustee"), and ______________________, as
fiscal agent.
-8-
There exists one Trust Mortgage Loan (the "______________ Trust
Mortgage Loan"), with a Cut-off Date Balance of $____________, that
is evidenced
by a Mortgage Note designated as [Note ___] and is, together with
another
mortgage loan that will not be part of the Trust Fund (such other
mortgage loan,
the "______________ Non-Trust Mortgage Loan"), secured on a
collective basis by
the same Mortgage encumbering the property identified on the Trust
Mortgage Loan
Schedule as ______________ (the "______________ Mortgaged
Property"). The
______________ Trust Mortgage Loan consists of two (2) loan
components
(together, the "______________ Loan Components", which term shall
include the
corresponding loan components that shall be deemed to exist with
respect to any
successor REO Trust Mortgage Loan in respect of the ______________
Trust
Mortgage Loan), designated as loan component A-1a (the
"______________ Loan
Component A-1a", which term shall include the corresponding loan
component that
shall be deemed to exist with respect to any successor REO Trust
Mortgage Loan
in respect of the ______________ Trust Mortgage Loan) and loan
component A-1b
(the "______________ Loan Component A-1b", which term shall include
the
corresponding loan component that shall be deemed to exist with
respect to any
successor REO Trust Mortgage Loan in respect of the ______________
Trust
Mortgage Loan), respectively. The ______________ Non-Trust Mortgage
Loan has an
unpaid principal balance as of the Cut-off Date of $____________,
is evidenced
by a Mortgage Note designated as Note ___ and is, as of the Closing
Date, held
by the UBS Mortgage Loan Seller or an Affiliate thereof. The
______________
Trust Mortgage Loan and the ______________ Non-Trust Mortgage Loan
collectively
constitute the "______________ Loan Combination" (which term shall
include any
group of successor REO Mortgage Loans with respect to those two (2)
Mortgage
Loans).
The relative rights of the respective lenders in respect of the
______________ Loan Combination are set forth in a co-lender
agreement dated as
of October ___, 200_ (as amended, restated, supplemented or
otherwise modified
from time to time, the "______________ Co-Lender Agreement"),
between the holder
of the Mortgage Note for the ______________ Trust Mortgage Loan and
the holder
of the Mortgage Note for the ______________ Non-Trust Mortgage
Loan. The entire
______________ Loan Combination is to be serviced and administered
in accordance
with this Agreement.
There exist another _________ Trust Mortgage Loans (each, a
"Serviced Note A Trust Mortgage Loan") that, in each case, is
evidenced by a
mortgage note designated as Note A and is, together with one (1)
other mortgage
loan that will not be part of the Trust Fund (each such other
mortgage loan, a
"Serviced Note B Non-Trust Mortgage Loan"), secured on a collective
basis by the
same Mortgage encumbering the related property identified in the
table following
this paragraph (each property identified in such table, an "A/B
Mortgaged
Property"). The Serviced Note A Trust Mortgage Loan and Serviced
Note B
Non-Trust Mortgage Loan that are secured by the same Mortgage on a
particular
A/B Mortgaged Property will, together, constitute a "Serviced A/B
Loan
Combination" (which term shall include any pair of successor REO
Mortgage Loans
with respect to those two (2) mortgage loans). The relative rights
of the
respective lenders in respect of each Serviced A/B Loan Combination
are set
forth in a co-lender agreement dated as of a date in ____________
200_ (each
such co-lender agreement, as amended, restated, supplemented or
otherwise
modified from time to time, an "A/B Co-Lender Agreement"), between
the holder of
the Mortgage Note for the Serviced Note A Trust Mortgage Loan
comprising such
Serviced A/B Loan Combination and the holder of the Mortgage Note
for the
Serviced Note B Non-Trust Mortgage Loan comprising such Serviced
A/B Loan
Combination. From and after the Closing Date, each Serviced A/B
Loan Combination
is to be serviced and administered in accordance with this
Agreement. The table
below identifies each Serviced A/B Loan Combination by name of the
related
Mortgaged Property, the Cut-off Date Balance of each Serviced
-9-
Note A Trust Mortgage Loan and Serviced Note B Non-Trust Mortgage
Loan included
in the subject Serviced A/B Loan Combination and the holder (as of
the Closing
Date) of the Serviced Note B Non-Trust Mortgage Loan included in
the subject
Serviced A/B Loan Combination.
SERVICED A/B LOAN COMBINATIONS
CUT-OFF DATE BALANCE OF
CUT-OFF DATE BALANCE OF
HOLDER OF SERVICED
NAME OF A/B
SERVICED NOTE A TRUST
SERVICED NOTE B NON-TRUST
NOTE B NON-TRUST
MORTGAGED PROPERTY(1)
MORTGAGE LOAN
MORTGAGE LOAN
MORTGAGE LOAN(2)
-------------------------
-----------------------
-------------------------
---------------------
1.
________________
$
_________
$
_________
_________
2.
________________
$
_________
$
_________
_________
3.
________________
$
_________
$
_________
_________
4.
___________________
$
_________
$
_________
_________
5.
___________________
$
_________
$
_________
_________
6.
________________
$
_________
$
_________
_________
___________________
(1)
Reflects property identified by that name on the Trust Mortgage
Loan
Schedule.
(2)
As of Closing Date.
Accordingly, as and to the extent provided herein, (i) the
________________ Trust Mortgage Loan, although part of the Trust
Fund, will be
serviced and administered in accordance with the ________________
Servicing
Agreement, by the ________________ Master Servicer and the
________________
Special Servicer, (ii) the ________________ Trust Mortgage Loan,
although part
of the Trust Fund, will be serviced and administered in accordance
with the
________________ Servicing Agreement, by the ________________
Master Servicer
and the ________________ Special Servicer, and (iii) the
____________________
Trust Mortgage Loan, although part of the Trust Fund, will be
serviced and
administered in accordance with the ____________________ Servicing
Agreement, by
the ____________________ Master Servicer and the
____________________ Special
Servicer. The ______________ Non-Trust Mortgage Loan and the
Serviced Note B
Non-Trust Mortgage Loans, although not part of the Trust Fund, will
be serviced
hereunder by the Master Servicer and the Special Servicer.
Capitalized terms used but not otherwise defined in this
Preliminary
Statement have the respective meanings assigned thereto in Section
1.01 of this
Agreement.
In consideration of the mutual agreements herein contained, the
Depositor, the Master Servicer, the Special Servicer, the Trustee
and the Fiscal
Agent hereby agree, in each case, as follows:
-10-
ARTICLE I
DEFINITIONS; GENERAL INTERPRETIVE PRINCIPLES;
CERTAIN ADJUSTMENTS TO THE PRINCIPAL DISTRIBUTIONS ON THE
CERTIFICATES
SECTION 1.01.
Defined Terms.
Whenever used in this Agreement, including in the Preliminary
Statement, unless the context otherwise requires:
"30/360 Basis" shall mean the accrual of interest calculated on the
basis of a 360-day year consisting of twelve 30-day months.
"________________ Co-Lender Agreement" shall have the meaning
assigned thereto in the Preliminary Statement.
"________________ Collection Period" shall mean, with respect to
any
Trust Master Servicer Remittance Date or any Distribution Date, the
period
commencing on the day immediately following the ________________
Determination
Date in the calendar month preceding the calendar month in which
such Trust
Master Servicer Remittance Date or such Distribution Date, as the
case may be,
occurs (or, in the case of each of the initial Trust Master
Servicer Remittance
Date and the initial Distribution Date, commencing immediately
following the
Cut-off Date) and ending on and including the ________________
Determination
Date in the calendar month in which such Trust Master Servicer
Remittance Date
or such Distribution Date, as the case may be, occurs.
"________________ Determination Date" shall mean the "Remittance
Date" under the ________________ Co-Lender Agreement.
"________________ Loan Combination" shall have the meaning assigned
thereto in the Preliminary Statement.
"________________ Master Servicer" shall have the meaning assigned
thereto in the Preliminary Statement.
"________________ Mortgage Loan" shall mean the ________________
Trust Mortgage Loan or a ________________ Non-Trust Mortgage Loan,
as
applicable.
"________________ Mortgaged Property" shall have the meaning
assigned thereto in the Preliminary Statement.
"________________ Non-Trust Mortgage Loan Noteholder" shall mean
the
holder (or, if applicable, the collective holders) of the Mortgage
Note for a
________________ Non-Trust Mortgage Loan.
"________________ Non-Trust Mortgage Loans" shall have the meaning
assigned thereto in the Preliminary Statement.
-11-
"________________ Note ___ Non-Trust Mortgage Loan" shall have the
meaning assigned thereto in the Preliminary Statement.
"________________ Note ___ Non-Trust Mortgage Loan Noteholder"
shall
mean the holder (or, if applicable, the collective holders) of the
Mortgage Note
for the ________________ Note ___ Non-Trust Mortgage Loan.
"________________ Note ___ Non-Trust Mortgage Loan" shall have the
meaning assigned thereto in the Preliminary Statement.
"________________ Note ___ Non-Trust Mortgage Loan Noteholder"
shall
mean the holder (or, if applicable, the collective holders) of the
Mortgage Note
for the ________________ Note ___ Non-Trust Mortgage Loan.
"________________ Noteholders" shall mean the holder of the
Mortgage
Note for the ________________ Trust Mortgage Loan, together with
the
________________ Non-Trust Mortgage Loan Noteholders.
"________________ Servicer" shall mean the ________________ Master
Servicer or the ________________ Special Servicer, as applicable.
"________________ Servicing Agreement" shall have the meaning
assigned thereto in the Preliminary Statement.
"________________ Special Servicer" shall have the meaning assigned
thereto in the Preliminary Statement.
"________________ Trust Mortgage Loan" shall have the meaning
assigned thereto in the Preliminary Statement, which Trust Mortgage
Loan is
identified on the Trust Mortgage Loan Schedule by loan number
______ and is,
together with the ________________ Non-Trust Mortgage Loans,
secured by the same
Mortgage on the ________________ Mortgaged Property.
"________________ Trustee" shall have the meaning assigned thereto
in the Preliminary Statement.
"________________ Underlying Collection Period" shall mean, with
respect to any Distribution Date or Trust Master Servicer
Remittance Date, the
"Loan Combination Collection Period" (within the meaning of the
initial
________________ Servicing Agreement) with respect to the
________________ Loan
Combination that ends in the calendar month in which such
Distribution Date or
Trust Master Servicer Remittance Date, as the case may be, occurs.
"____________________ Co-Lender Agreement" shall have the meaning
assigned thereto in the Preliminary Statement.
"____________________ Collection Period" shall mean, with respect
to
any Trust Master Servicer Remittance Date or any Distribution Date,
the period
commencing on the day immediately following the
____________________
Determination Date in the calendar month preceding the month in
which such Trust
Master Servicer Remittance Date or such Distribution Date, as
-12-
the case may be, occurs and ending on and including the
____________________
Determination Date in the calendar month in which such Trust Master
Servicer
Remittance Date or such Distribution Date, as the case may be,
occurs.
"____________________ Determination Date" shall mean the
"Remittance
Date" under the ____________________ Co-Lender Agreement.
"____________________ Loan Combination" shall have the meaning
assigned thereto in the Preliminary Statement.
"____________________ Master Servicer" shall have the meaning
assigned thereto in the Preliminary Statement.
"____________________ Mortgage Loan" shall mean the
____________________ Trust Mortgage Loan or the
____________________ Non-Trust
Mortgage Loan, as applicable.
"____________________ Mortgaged Property" shall have the meaning
assigned thereto in the Preliminary Statement.
"____________________ Non-Trust Mortgage Loan" shall have the
meaning assigned thereto in the Preliminary Statement.
"____________________ Non-Trust Mortgage Loan Noteholder" shall
mean
the holder (or, collectively, if applicable, the holders) of the
Mortgage Note
for the ____________________ Non-Trust Mortgage Loan.
"____________________ Noteholders" shall mean, collectively, the
holder of the Mortgage Note for the ____________________ Trust
Mortgage Loan,
together with the ____________________ Non-Trust Mortgage Loan
Noteholder.
"____________________ P&I Advance" shall mean a delinquency
advance
(comparable to a P&I Advance) made or to be made, as
applicable, by the
____________________ Master Servicer with respect to the
____________________
Trust Mortgage Loan or any successor REO Trust Mortgage Loan with
respect
thereto in accordance with the ____________________ Servicing
Agreement.
"____________________ REO Property" shall mean the
____________________ Mortgaged Property at such time that it
becomes an "REO
Property" under, and within the meaning of, the
____________________ Servicing
Agreement.
"____________________ Servicer" shall mean either the
____________________ Master Servicer or the ____________________
Special
Servicer, as applicable.
"____________________ Servicing Agreement" shall have the meaning
assigned thereto in the Preliminary Statement.
"____________________ Special Servicer" shall have the meaning
assigned thereto in the Preliminary Statement.
-13-
"____________________ Trust Mortgage Loan" shall have the meaning
assigned thereto in the Preliminary Statement, which mortgage loan
is identified
on the Trust Mortgage Loan Schedule by mortgage loan number ______
and is,
together with the ____________________ Non-Trust Mortgage Loan,
secured by the
same Mortgage on the ____________________ Mortgaged Property.
"____________________ Trustee" shall have the meaning assigned
thereto in the Preliminary Statement.
"____________________ Underlying Collection Period" shall mean,
with
respect to any Distribution Date or Trust Master Servicer
Remittance Date, the
"Collection Period" (within the meaning of the initial
____________________
Servicing Agreement) that ends in the calendar month in which such
Distribution
Date or Trust Master Servicer Remittance Date, as the case may be,
occurs.
"A/B Co-Lender Agreement" shall have the meaning assigned thereto
in
the Preliminary Statement.
"A/B Mortgaged Property" shall have the meaning assigned thereto in
the Preliminary Statement.
"AAA" shall have the meaning assigned thereto in Section 2.03(i).
"AAA Rules" shall have the meaning assigned thereto in Section
2.03(i).
"____________" shall mean ______________________ or its successor
in
interest.
"Acceptable Insurance Default" shall mean, with respect to any
Mortgage Loan, any default under the related loan documents
resulting from (a)
the exclusion of acts of terrorism from coverage under the related
all risk
casualty insurance policy maintained on the subject Mortgaged
Property and (b)
the related Mortgagor's failure to obtain insurance that
specifically covers
acts of terrorism, but only if the Special Servicer has determined,
in its
reasonable judgment in accordance with the Servicing Standard
(subject to
Section 6.11 and/or Section 6.12, in each case if and as
applicable), that (i)
such insurance is not available at commercially reasonable rates
and the subject
hazards are not commonly insured against at the time for real
properties similar
to the subject Mortgaged Property and located in and around the
region in which
the subject Mortgaged Property is located, or (ii) such insurance
is not
available at any rate. Subject to the Servicing Standard, in making
any of the
determinations under and in accordance with subclause (i) or (ii)
of this
definition, the Special Servicer shall be entitled to reasonably
rely on the
opinion of an insurance consultant.
"Accrued Certificate Interest" shall mean the interest accrued from
time to time with respect to any Class of Regular Interest
Certificates, the
amount of which interest shall equal: (a) in the case of any Class
of Class ___
Certificates for any Interest Accrual Period, the product of (i)
the annual
Pass-Through Rate applicable to such Class of Certificates for such
Interest
Accrual Period, multiplied by (ii) the Class Principal Balance of
such Class of
Certificates outstanding immediately prior to the related
Distribution Date,
multiplied by (iii) a fraction, the numerator of which is the
actual number of
days in such Interest Accrual Period, and the denominator of which
is 360; (b)
in the case of any other Class of Principal Balance Certificates
for any
Interest Accrual Period, one-twelfth of the product of (i) the
annual
Pass-Through Rate applicable to such Class of Certificates for such
Interest
Accrual Period, multiplied by (ii) the Class Principal Balance of
such Class of
Certificates outstanding
-14-
immediately prior to the related Distribution Date; and (c) in the
case of
either Class of Interest-Only Certificates for any Interest Accrual
Period, the
aggregate amount of Accrued Component Interest with respect to all
of the REMIC
III Components of such Class of Certificates for such Interest
Accrual Period.
The Class ___ Certificates shall accrue interest on an Actual/360
Basis, and the
other Regular Interest Certificates shall accrue interest on a
30/360 Basis.
"Accrued Component Interest" shall mean the interest accrued from
time to time with respect to any REMIC III Component of either
Class of
Interest-Only Certificates, the amount of which interest shall
equal, for any
Interest Accrual Period, one-twelfth of the product of (i) the
annual
Pass-Through Rate applicable to such REMIC III Component for such
Interest
Accrual Period, multiplied by (ii) the Component Notional Amount of
such REMIC
III Component outstanding immediately prior to the related
Distribution Date.
Each REMIC III Component of a Class of Interest-Only Certificates
shall accrue
interest on a 30/360 Basis.
"Acquisition Date" shall mean, with respect to any REO Property,
the
first day on which such REO Property or any interest therein is
considered to be
acquired by (or, in the case of an Outside Administered REO
Property, acquired
for the benefit of) the Trust Fund within the meaning of Treasury
regulations
section 1.856-6(b)(1), which shall be the first day on which the
Trust Fund is
treated as the owner of such REO Property or an interest therein
for federal
income tax purposes.
"Actual/360 Basis" shall mean the accrual of interest calculated on
the basis of the actual number of days elapsed during any interest
accrual
period in a year assumed to consist of 360 days.
"Additional Information" shall have the meaning assigned thereto in
Section 4.02(a).
"Additional Interest" shall mean, with respect to any ARD Mortgage
Loan after its Anticipated Repayment Date, subject to Section
2.05(b), all
interest accrued on the principal balance of such ARD Mortgage Loan
at the
Additional Interest Rate and, if so provided in the related loan
documents,
compounded at the related Mortgage Rate (the payment of which
interest shall,
under the terms of such ARD Mortgage Loan, be deferred until the
entire
outstanding principal balance thereof has been paid). For purposes
of this
Agreement, Additional Interest on an ARD Mortgage Loan or any
successor REO
Mortgage Loan with respect thereto shall be deemed not to
constitute principal
or any portion thereof and shall not be added to the unpaid
principal balance or
Stated Principal Balance of such ARD Mortgage Loan or any successor
REO Mortgage
Loan with respect thereto, notwithstanding that the terms of the
related loan
documents so permit. To the extent that any Additional Interest is
not paid on a
current basis, it shall, for purposes of this Agreement, be deemed
to be
deferred interest (regardless of whether it is added to principal
outstanding
with respect to the related ARD Mortgage Loan in accordance with
the related
loan documents).
"Additional Interest Rate" shall mean, with respect to any ARD
Mortgage Loan after its Anticipated Repayment Date, subject to
Section 2.05(b),
the incremental increase in the Mortgage Rate for such loan
resulting from the
passage of such Anticipated Repayment Date.
"Additional Servicer" shall mean each Servicer, other than the
Master Servicer and the Special Servicer, that meets the criteria
in Item
1108(a)(2)(i) through (iii) of Regulation AB.
"Additional Trust Fund Expense" shall mean any expense that: (i) is
incurred with respect to the Trust Fund or any particular asset
therein; (ii) is
not paid by or on behalf of any Mortgagor
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and is not covered by a nonreimbursable payment by any party
hereto; (iii) is
not otherwise included in the calculation of a Realized Loss in
respect of any
particular Trust Mortgage Loan or REO Trust Mortgage Loan; and (iv)
would result
or has resulted, as the case may be, in the Holders of Regular
Interest
Certificates receiving less than the full amount of principal
and/or
Distributable Certificate Interest to which they are entitled on
any
Distribution Date.
"Adjusted Actual/360 Accrued Interest Amount" shall mean, with
respect to any Loan REMIC Regular Interest or REMIC I Regular
Interest that
relates to an Interest Reserve Mortgage Loan or an Interest Reserve
REO Mortgage
Loan (other than REMIC I Regular Interest ___-B), for any Interest
Accrual
Period, an amount of interest equal to the product of (a) the
Mortgage Rate for
the related Trust Mortgage Loan in effect as of the Closing Date
(without regard
to any modifications, extensions, waivers or amendments of the
related Trust
Mortgage Loan subsequent to the Closing Date and, if such related
Trust Mortgage
Loan is an Outside Serviced Trust Mortgage Loan, reduced by the
Actual/360
Equivalent of the related Outside Servicing Fee Rate), multiplied
by (b) a
fraction, the numerator of which is the number of days in such
Interest Accrual
Period, and the denominator of which is 360, multiplied by (c) the
Uncertificated Principal Balance of such Loan REMIC Regular
Interest or REMIC I
Regular Interest, as the case may be, immediately prior to the
Distribution Date
that corresponds to such Interest Accrual Period; provided that, if
the subject
Interest Accrual Period ends during (x) _______________ or any year
thereafter
that is not a leap year or (y) _______________ or any year
thereafter, then the
amount of interest calculated with respect to any particular Loan
REMIC Regular
Interest or REMIC I Regular Interest pursuant to this definition
for such
Interest Accrual Period without regard to this proviso shall be
decreased by the
Interest Reserve Amount, if any, with respect to the related
Interest Reserve
Mortgage Loan or Interest Reserve REO Mortgage Loan, as the case
may be,
transferred (in accordance with Section 3.04(c)) from the
Collection Account to
the Interest Reserve Account in the calendar month in which such
Interest
Accrual Period ends; and provided, further, that, if the subject
Interest
Accrual Period ends during _______________ or any year thereafter,
then the
amount calculated with respect to any particular Loan REMIC Regular
Interest or
REMIC I Regular Interest pursuant to this definition for such
Interest Accrual
Period without regard to this proviso shall be increased by the
Interest Reserve
Amount(s), if any, with respect to the related Interest Reserve
Mortgage Loan or
Interest Reserve REO Mortgage Loan, as the case may be, transferred
(in
accordance with Section 3.05(c)) from the Interest Reserve Account
to the
Collection Account in the calendar month in which such Interest
Accrual Period
ends. For purposes of clause (a) of the prior sentence, the term
"Actual/360
Equivalent of the related Outside Servicing Fee Rate" means a rate
per annum
equal to the product of (a) the subject Outside Servicing Fee Rate,
multiplied
by (b) a fraction, expressed as a percentage, the numerator of
which is 30 and
the denominator of which is the number of days in the applicable
Interest
Accrual Period.
"Adjusted Net Principal Distribution Amount" shall mean, for any
Distribution Date, an amount equal to (a) the Net Principal
Distribution Amount
for such Distribution Date, plus (b) all amounts to be added to
such Net
Principal Distribution Amount pursuant to Section 1.03(c) for such
Distribution
Date, minus (c) all amounts to be subtracted from such Net
Principal
Distribution Amount pursuant to Section 1.03(b) for such
Distribution Date.
"Adjusted REMIC II Remittance Rate" shall mean, with respect to any
REMIC II Regular Interest, for any Interest Accrual Period, an
annual rate equal
to the annual Pass-Through Rate in effect during such Interest
Accrual Period
for the Class of Principal Balance Certificates as to which
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such REMIC II Regular Interest is the sole Corresponding REMIC II
Regular
Interest or is one of two or more Corresponding REMIC II Regular
Interests, as
applicable.
"Administered REO Property" shall mean any REO Property other than,
if applicable, any Outside Administered REO Property.
"Administrative Cost Rate" shall mean: (a) with respect to each
Outside Serviced Trust Mortgage Loan (or any successor REO Trust
Mortgage Loan
with respect thereto), the sum of [(i) the related Outside
Servicing Fee Rate,
(ii) the Trustee Fee Rate, and (iii) the related Master Servicing
Fee Rate;] and
(b) with respect to each other Trust Mortgage Loan (or any
successor REO Trust
Mortgage Loan with respect thereto), the corresponding rate per
annum specified
as the "Administrative Cost Rate" on the Trust Mortgage Loan
Schedule, which,
for each Trust Mortgage Loan (or any successor REO Trust Mortgage
Loan with
respect thereto), is equal to the sum of the related Master
Servicing Fee Rate
and the Trustee Fee Rate.
"Advance" shall mean any P&I Advance or Servicing Advance.
"Adverse Grantor Trust Event" shall mean, subject to Section
2.05(b), any endangerment to the status of the Grantor Trust as a
grantor trust
under the Grantor Trust Provisions or any imposition of a tax on
the Grantor
Trust or any of its assets or transactions.
"Adverse Rating Event" shall mean, with respect to any Class of
Certificates or any class of Specially Designated Non-Trust
Mortgage Loan
Securities, as of any date of determination, the qualification,
downgrade or
withdrawal of any rating then assigned to such Class of
Certificates or such
class of Specially Designated Non-Trust Mortgage Loan Securities,
as the case
may be, by either Rating Agency or, if applicable, by Moody's.
"Adverse REMIC Event" shall mean, with respect to any REMIC Pool,
any endangerment of the status of such REMIC Pool as a REMIC under
the REMIC
Provisions or, except as permitted by Section 3.17(a), any
imposition of a tax
on such REMIC Pool or any of its assets or transactions (including
the tax on
prohibited transactions as defined in Section 860F(a)(2) of the
Code, the tax on
prohibited contributions set forth in Section 860G(d) of the Code
and/or the tax
on "net income from foreclosure property" as defined in Section
860G(c) of the
Code).
"Affiliate" shall mean, with respect to any specified Person, any
other Person controlling or controlled by or under common control
with such
specified Person. For the purposes of this definition, "control",
when used with
respect to any specified Person, means the power to direct the
management and
policies of such Person, directly or indirectly, whether through
the ownership
of voting securities, by contract or otherwise, and the terms
"controlling" and
"controlled" have meanings correlative to the foregoing.
"Agreement" shall mean this Pooling and Servicing Agreement,
together with all amendments hereof and supplements hereto.
"Annual Assessment Report" shall have the meaning assigned thereto
in Section 3.14.
"Annual Attestation Report" shall have the meaning assigned thereto
in Section 3.14.
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"Annual Statement of Compliance" shall have the meaning assigned
thereto in Section 3.13.
"Anticipated Repayment Date" shall mean, with respect to any ARD
Mortgage Loan, subject to Section 2.05(b), the date specified in
the related
loan documents after which the Mortgage Rate for such ARD Mortgage
Loan will
increase as specified in the related Mortgage Note.
"Appraisal Reduction Amount" shall mean, with respect to any
Required Appraisal Loan, an amount (calculated initially as of the
applicable
Determination Date immediately following the later of the date on
which the
subject Serviced Trust Mortgage Loan or Serviced Loan Combination,
as
applicable, became a Required Appraisal Loan and the date on which
the
applicable Required Appraisal was obtained, and thereafter as of
each subsequent
applicable Determination Date during the period that the subject
Serviced Trust
Mortgage Loan, REO Trust Mortgage Loan or Serviced Loan
Combination, as
applicable, remains a Required Appraisal Loan) equal to the excess,
if any, of:
(a) the sum of, without duplication, (i) the Stated Principal
Balance of such
Required Appraisal Loan, (ii) to the extent not previously advanced
by or on
behalf of the Master Servicer, the Trustee or the Fiscal Agent, all
unpaid
interest on such Required Appraisal Loan through the most recent
Due Date prior
to the date of calculation (exclusive of any portion thereof that
represents
Additional Interest and/or Default Interest), (iii) all accrued and
unpaid
Special Servicing Fees, Liquidation Fees and Workout Fees in
respect of such
Required Appraisal Loan, (iv) all related unreimbursed Advances
made by or on
behalf of (plus all accrued interest on such Advances payable to)
the Master
Servicer and/or any other party hereto with respect to such
Required Appraisal
Loan, (v) any other unpaid items that could become Additional Trust
Fund
Expenses in respect of such Required Appraisal Loan, and (vi) all
currently due
and unpaid real estate taxes and assessments, insurance premiums
and, if
applicable, ground rents, and any unfunded improvement or other
applicable
reserves, in respect of the related Mortgaged Property or REO
Property, as the
case may be (in each case, net of any amounts escrowed with the
Master Servicer
or the Special Servicer for such items); over (b) the Required
Appraisal Value.
Notwithstanding the foregoing, if (i) any Serviced Trust Mortgage
Loan or
Serviced Loan Combination becomes a Required Appraisal Loan, (ii)
either (A) no
Required Appraisal or update thereof has been obtained or
conducted, as
applicable, with respect to the related Mortgaged Property during
the 12-month
period prior to the date such Serviced Trust Mortgage Loan or
Serviced Loan
Combination, as the case may be, became a Required Appraisal Loan
or (B) there
shall have occurred since the date of the most recent Required
Appraisal or
update thereof a material change in the circumstances surrounding
the related
Mortgaged Property that would, in the Special Servicer's reasonable
judgment,
materially affect the value of the related Mortgaged Property, and
(iii) no
Required Appraisal is obtained or conducted, as applicable, in
accordance with
Section 3.09(a), within 60 days after such Serviced Trust Mortgage
Loan or
Serviced Loan Combination, as the case may be, became a Required
Appraisal Loan,
then (x) until such Required Appraisal or update is obtained or
conducted, as
applicable, in accordance with Section 3.09(a), the Appraisal
Reduction Amount
shall equal 25% of the Stated Principal Balance of such Required
Appraisal Loan,
and (y) upon receipt or performance, as applicable, in accordance
with Section
3.09(a), of such Required Appraisal or update thereof by the
Special Servicer,
the Appraisal Reduction Amount for such Required Appraisal Loan
shall be
recalculated in accordance with the preceding sentence of this
definition. For
purposes of this definition, each Required Appraisal Loan that is
part of a
Cross-Collateralized Group shall be treated separately for the
purposes of
calculating any Appraisal Reduction Amount.
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Any Appraisal Reduction Amount with respect to a Serviced Loan
Combination shall be calculated, and allocated between or among, as
the case may
be, the respective Mortgage Loans (and, if applicable, any
components thereof)
comprising the subject Serviced Loan Combination, by the Master
Servicer
pursuant to this Agreement and consistent with the related
Co-Lender Agreement;
and the related Serviced Non-Trust Mortgage Loan Noteholder(s)
shall be entitled
to rely on such calculations, and the allocations to the subject
Serviced
Non-Trust Mortgage Loan(s) or any successor REO Trust Mortgage
Loan(s) with
respect thereto, as reported to it or them, as the case may be, by
the Master
Servicer.
Each Appraisal Reduction Amount shall be reduced to zero as of the
date the subject Serviced Trust Mortgage Loan or Serviced Loan
Combination, as
applicable, ceases to be a Required Appraisal Loan, and no
Appraisal Reduction
Amount shall exist as to any Serviced Trust Mortgage Loan (or any
successor REO
Trust Mortgage Loan with respect thereto) or any Serviced Loan
Combination after
it has been paid in full, liquidated, repurchased or otherwise
disposed of.
Notwithstanding the foregoing, in the case of an Outside Serviced
Loan Combination, the term "Appraisal Reduction Amount" shall have
the meaning
assigned to that term or any analogous term in the related Outside
Servicing
Agreement. Further notwithstanding the foregoing, any Appraisal
Reduction Amount
with respect to an Outside Serviced Loan Combination shall be
calculated, and
allocated between the respective Mortgage Loans comprising such
Outside Serviced
Loan Combination by the applicable Outside Servicer pursuant to the
related
Outside Servicing Agreement; and the parties hereto shall be
entitled to rely on
such calculations, and the allocations to the Trust Mortgage Loan
or REO Trust
Mortgage Loan, as applicable, in such Outside Serviced Loan
Combination, as
reported to them by the applicable Outside Servicer.
"Appraised Value" shall mean, with respect to each Mortgaged
Property or REO Property, the appraised value thereof based upon
the most recent
appraisal or update thereof prepared by an Independent Appraiser
that is
contained in the related Servicing File or, in the case of any such
property
with or that had, as the case may be, an allocated loan amount of,
or securing a
Trust Mortgage Loan or relating to an REO Trust Mortgage Loan, as
the case may
be, with a Stated Principal Balance of, less than $2,000,000,
either (a) the
most recent appraisal or update thereof that is contained in the
related
Servicing File or (b) the most recent "desktop" value estimate
performed by the
Special Servicer that is contained in the related Servicing File.
"Arbitration Commencement Date" shall have the meaning assigned
thereto in Section 2.03(i).
"ARD Mortgage Loan" shall mean, subject to Section 2.05(b), any
Mortgage Loan (or any successor REO Mortgage Loan with respect
thereto) that
provides that if the unamortized principal balance thereof is not
repaid by a
date certain set forth in the related loan documents, such Mortgage
Loan (or
successor REO Mortgage Loan) will accrue additional interest at the
rate
specified in the related Mortgage Note and the related Mortgagor is
required to
apply certain excess monthly cash flow generated by the related
Mortgaged
Property to the repayment of the outstanding principal balance on
such Mortgage
Loan. If none of the Trust Mortgage Loans are reflected on the
Trust Mortgage
Loan Schedule as being ARD Mortgage Loans, then Section 2.05(b)
shall apply.
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"ARD Trust Mortgage Loan" shall mean any Trust Mortgage Loan that
is
an ARD Mortgage Loan. If none of the Trust Mortgage Loans are
reflected on the
Trust Mortgage Loan Schedule as being ARD Mortgage Loans, then
Section 2.05(b)
shall apply.
"Assignment of Leases" shall mean, with respect to any Mortgaged
Property, any assignment of leases, rents and profits or similar
document or
instrument executed by the Mortgagor in connection with the
origination of the
related Mortgage Loan(s).
"Assumed Monthly Payment" shall mean: (a) with respect to any
Balloon Mortgage Loan delinquent in respect of its Balloon Payment,
for each Due
Date coinciding with or following its then Maturity Date as of
which such
Mortgage Loan remains outstanding and part of the Trust Fund (or,
in the case of
a Serviced Non-Trust Mortgage Loan, if applicable, as of which (i)
such
Non-Trust Mortgage Loan remains outstanding and (ii) the related
Trust Mortgage
Loan remains part of the Trust Fund) (provided that such Mortgage
Loan was not
paid in full, and no other Liquidation Event occurred in respect
thereof, before
the end of the related Collection Period in which such Maturity
Date occurs),
the scheduled monthly payment of principal and/or interest deemed
to be due in
respect of such Mortgage Loan on such Due Date equal to the amount
that would
have been due in respect thereof on such Due Date if such Mortgage
Loan had been
required to continue to accrue interest (other than Default
Interest) in
accordance with its terms, and to pay principal in accordance with
the
amortization schedule (if any), in effect immediately prior to, and
without
regard to the occurrence of, such Maturity Date; and (b) with
respect to any REO
Mortgage Loan, for any Due Date as of which the related REO
Property (or any
interest therein) remains part of the Trust Fund, the scheduled
monthly payment
of principal and/or interest deemed to be due in respect thereof on
such Due
Date equal to the Monthly Payment (or, in the case of a Balloon
Mortgage Loan
described in clause (a) of this definition, the Assumed Monthly
Payment) that
was due (or deemed due) in respect of the related Mortgage Loan on
the last Due
Date prior to its becoming an REO Mortgage Loan.
"ASTM" shall mean the American Society for Testing and Materials.
"Authenticating Agent" shall mean any authenticating agent
appointed
pursuant to Section 8.12 (or, in the absence of any such
appointment, the
Trustee).
"Available Distribution Amount" shall mean, with respect to any
Distribution Date, an amount equal to:
(a)
the sum, without duplication, of (i) the aggregate amount of
all payments and other collections on or with respect to the Trust
Mortgage Loans and any REO Properties (including Loss of Value
Payments,
____________________ P&I Advances and, in the case of the
initial
Distribution Date, any Initial Deposits) that (A) were Received by
the
Trust as of the end of the related Collection Period and (B) are on
deposit in the Collection Account as of 12:00 noon (New York City
time) on
such Distribution Date, (ii) the aggregate amount of any P&I
Advances made
by the Master Servicer, the Trustee and/or the Fiscal Agent with
respect
to the Mortgage Pool for distribution on the Certificates on such
Distribution Date pursuant to Section 4.03, (iii) the aggregate
amount
deposited by the Master Servicer in the Collection Account for such
Distribution Date pursuant to Section 3.19(a) in connection with
Prepayment Interest Shortfalls on the Mortgage Pool, (iv) to the
extent
not included in the amount described in clause (a)(i) of this
definition,
the aggregate amount transferred from the Excess Liquidation
Proceeds
Account to the Collection Account pursuant to Section 3.05(d) in
respect
of such Distribution
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Date, (v) to the extent not included in the amount described in
clause
(a)(i) of this definition, if such Distribution Date is the Final
Distribution Date, the aggregate amount transferred from the Loss
of Value
Reserve Fund to the Collection Account pursuant to Section 3.05(e)
in
respect of such Distribution Date, and (vi) to the extent not
included in
the amount described in clause (a)(i) of this definition, if such
Distribution Date occurs during _______________ or any year
thereafter,
the aggregate of the Interest Reserve Amounts transferred from the
Interest Reserve Account to the Collection Account in respect of
the
Interest Reserve Mortgage Loans and any Interest Reserve REO
Mortgage
Loans for distribution on such Distribution Date; net of
(b)
the portion of the aggregate amount described in clause (a)
of this definition that represents one or more of the
following--(i)
scheduled Monthly Payments that are due on a Due Date following the
end of
the related Collection Period (or, in the case of a scheduled
Monthly
Payment that is due on a Due Date in the same month as such
Distribution
Date but subsequent to the end of the related Collection Period,
following
the end of the calendar month in which such Distribution Date
occurs),
(ii) any amounts payable or reimbursable to any Person from the
Collection
Account pursuant to clauses (ii) through (v) and (viii) of Section
3.05(b), (iii) Prepayment Consideration and/or Additional Interest,
(iv)
if such Distribution Date occurs during _______________ or any year
thereafter that is not a leap year or during _______________ or any
year
thereafter, the Interest Reserve Amounts with respect to the
Interest
Reserve Mortgage Loans and any Interest Reserve REO Mortgage Loans
to be
withdrawn from the Collection Account and deposited into the
Interest
Reserve Account in respect of such Distribution Date and held for
future
distribution, all pursuant to Section 3.04(c), and (v) amounts
deposited
in the Collection Account in error;
provided that the Available Distribution Amount for the Final
Distribution Date
shall consist of all amounts on deposit in the Collection Account
as of the time
distributions are to be made to Certificateholders on the Final
Distribution
Date, exclusive of any portion of such amounts that are payable or
reimbursable
to any Person from the Collection Account pursuant to clauses (ii)
through (v)
and (viii) of Section 3.05(b), that were deposited in the
Collection Account in
error or that represent Prepayment Consideration and/or Additional
Interest.
"Balloon Mortgage Loan" shall mean any Mortgage Loan that by its
original terms or by virtue of any modification entered into as of
the Closing
Date provides for an amortization schedule extending beyond its
Stated Maturity
Date and as to which, in accordance with such terms, the Scheduled
Payment due
on its Stated Maturity Date is significantly larger than the
Scheduled Payment
due on the Due Date next preceding its Stated Maturity Date.
"Balloon Payment" shall mean, with respect to any Balloon Mortgage
Loan as of any date of determination, the payment, other than any
regularly
scheduled monthly payment, due with respect to such Mortgage Loan
at maturity.
"Balloon Trust Mortgage Loan" shall mean any Trust Mortgage Loan
that is a Balloon Mortgage Loan.
"Bid Allocation" shall mean, with respect to the Master Servicer or
any Sub-Servicer and the proceeds of any bid pursuant to Section
7.01(c), the
amount of such proceeds (net of any expenses incurred in connection
with such
bid and the transfer of servicing), multiplied by a fraction equal
to (a) the
Servicer Fee Amount for the Master Servicer or such Sub-Servicer,
as the case
may be, as of such
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date of determination, over (b) the aggregate of the Servicer Fee
Amounts for
the Master Servicer and all of the Sub-Servicers as of such date of
determination.
"Book-Entry Certificate" shall mean any Certificate registered in
the name of the Depository or its nominee.
"Book-Entry Non-Registered Certificate" shall mean any
Non-Registered Certificate that constitutes a Book-Entry
Certificate.
"Book-Entry Subordinate Certificate" shall mean any Subordinate
Certificate that constitutes a Book-Entry Certificate.
"Breach" shall have the meaning assigned thereto in Section
2.03(a).
"Business Day" shall mean any day other than a Saturday, a Sunday
or
a day on which banking institutions in New York, New York, or in
any of the
cities in which the Corporate Trust Office of the Trustee, the
Primary Servicing
Office of the Master Servicer or the Primary Servicing Office of
the Special
Servicer are located, are authorized or obligated by law or
executive order to
remain closed.
"Cash-Based Permitted Purchase" shall mean any Permitted Purchase
other than in connection with the exchange of all the Certificates
for all the
Trust Mortgage Loans and REO Properties pursuant to Section 9.01.
"CERCLA" shall mean the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended.
"Certificate" shall mean any one of the LB-UBS Commercial Mortgage
Trust 200_-C_, Commercial Mortgage Pass-Through Certificates,
Series 200_-C_, as
executed by the Certificate Registrar and authenticated and
delivered hereunder
by the Authenticating Agent.
"Certificate Factor" shall mean, with respect to any Class of
Regular Interest Certificates, as of any date of determination, a
fraction,
expressed as a decimal carried to six places, the numerator of
which is the then
current Class Principal Balance or Class Notional Amount, as the
case may be, of
such Class of Regular Interest Certificates, and the denominator of
which is the
Original Class Principal Balance or Original Class Notional Amount,
as the case
may be, of such Class of Regular Interest Certificates.
"Certificate Notional Amount" shall mean, with respect to any
Interest-Only Certificate, as of any date of determination, the
then notional
amount of such Certificate equal to the product of (a) the then
Certificate
Factor for the Class of Interest-Only Certificates to which such
Certificate
belongs, multiplied by (b) the amount specified on the face of such
Certificate
as the initial Certificate Notional Amount thereof.
"Certificate Owner" shall mean, with respect to a Book-Entry
Certificate, the Person who is the beneficial owner of such
Certificate as
reflected on the books of the Depository or on the books of a
Depository
Participant or on the books of an indirect participating brokerage
firm for
which a Depository Participant acts as agent.
-22-
"Certificate Principal Balance" shall mean, with respect to any
Principal Balance Certificate, as of any date of determination, the
then
outstanding principal balance of such Certificate equal to the
product of (a)
the then Certificate Factor for the Class of Principal Balance
Certificates to
which such Certificate belongs, multiplied by (b) the amount
specified on the
face of such Certificate as the initial Certificate Principal
Balance thereof.
"Certificate Register" shall mean the register maintained pursuant
to Section 5.02.
"Certificate Registrar" shall mean the registrar appointed pursuant
to Section 5.02.
"Certificateholder" shall mean the Person in whose name a
Certificate is registered in the Certificate Register, except that:
(i) neither
a Disqualified Organization nor a Disqualified Non-United States
Tax Person
shall be Holder of a Residual Interest Certificate for any purpose
hereof; and
(ii) solely for the purposes of giving any consent, approval or
waiver pursuant
to this Agreement that relates to the rights and/or obligations of
any of the
Depositor, the Master Servicer, the Special Servicer, the Fiscal
Agent or the
Trustee in its respective capacity as such, any Certificate
registered in the
name of the Depositor, the Master Servicer, the Special Servicer,
the Fiscal
Agent or the Trustee, as the case may be, or any Certificate
registered in the
name of any of its Affiliates, shall be deemed not to be
outstanding, and the
Voting Rights to which it is entitled shall not be taken into
account in
determining whether the requisite percentage of Voting Rights
necessary to
effect any such consent, approval or waiver that relates to it has
been obtained
(provided that the provisions of this clause (ii) are not intended
to limit the
rights of the Controlling Class Representative, the Class ___
Representative or
the Class ___ Representative (any of which may be an Affiliate of
the Special
Servicer) as are specifically set forth in this Agreement with
respect to any
consent, approval or waiver required or permitted to be made by the
Controlling
Class Representative, the Class ___ Representative or the Class ___
Representative or any rights under Section 6.09 with respect to any
election,
removal or replacement of the Special Servicer or the Controlling
Class
Representative, the Class ___ Representative or the Class ___
Representative).
The Certificate Registrar shall be entitled to request and rely
upon a
certificate of the Depositor, the Master Servicer or the Special
Servicer in
determining whether a Certificate is registered in the name of an
Affiliate of
such Person. All references herein to "Certificateholders" shall
reflect the
rights of Certificate Owners as they may indirectly exercise such
rights through
the Depository and the Depository Participants, except as otherwise
specified
herein; provided, however, that the parties hereto shall be
required to
recognize as a "Certificateholder" only the Person in whose name a
Certificate
is registered in the Certificate Register.
"Certificateholder Reports" shall mean, collectively, the
Distribution Date Statement, the Mortgage Pool Data Update Report,
the Loan
Payoff Notification Report, the CMSA Investor Reporting Package and
any reports
comparable to the foregoing with respect to an Outside Serviced
Trust Mortgage
Loan or any related REO Property that are deliverable to the
Trustee (or to the
Master Servicer on behalf of the Trustee), as holder of the
Mortgage Note for
such Outside Serviced Trust Mortgage Loan.
"Certifying Officer" shall have the meaning assigned thereto in
Section 8.15(d).
"Certifying Party" shall have the meaning assigned thereto in
Section 8.15(d).
"______________ Available Distribution Amount" shall mean, with
respect to any Distribution Date, an amount equal to the following:
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(a)
the sum, without duplication, of (i) any payments and other
collections on or with respect to the ______________ Trust Mortgage
Loan
or any related REO Property (including Loss of Value Payments with
respect
to the ______________ Trust Mortgage Loan) that (A) were Received
by the
Trust as of the end of the related Collection Period and (B) are on
deposit in the Collection Account as of 12:00 noon (New York City
time) on
such Distribution Date, (ii) any P&I Advance made by the Master
Servicer,
the Trustee and/or the Fiscal Agent with respect to the
______________
Trust Mortgage Loan or any successor REO Trust Mortgage Loan with
respect
thereto for distribution on the Certificates on such Distribution
Date
pursuant to Section 4.03, (iii) the amount deposited by the Master
Servicer in the Collection Account for such Distribution Date
pursuant to
Section 3.19(a) in connection with any Prepayment Interest
Shortfall on
the ______________ Trust Mortgage Loan, and (iv) to the extent not
included in the amount described in clause (a)(i) of this
definition, if
such Distribution Date is the Final Distribution Date, the
aggregate
amount transferred from the Loss of Value Reserve Fund to the
Collection
Account with respect to the ______________ Trust Mortgage Loan or
any
related REO Property pursuant to Section 3.05(e) in respect of such
Distribution Date; net of
(b)
the portion of the aggregate amount described in clause (a)
of this definition that represents one or more of the
following--(i)
scheduled Monthly Payments with respect to the ______________ Trust
Mortgage Loan that are due on a Due Date following the end of the
related
Collection Period, (ii) any amounts payable or reimbursable to any
Person
from the Collection Account from payments and other collections
with
respect to the ______________ Trust Mortgage Loan or any related
REO
Property pursuant to clauses (ii) through (v) and (viii) of Section
3.05(b), (iii) Prepayment Consideration with respect to the
______________
Trust Mortgage Loan, and (iv) amounts deposited in the Collection
Account
with respect to the ______________ Trust Mortgage Loan or any
related REO
Property in error.
"______________ Trust Mortgage Loan" shall mean the Trust Mortgage
Loan that is identified on the Trust Mortgage Loan Schedule by
mortgage loan
number ______, and is secured by a Mortgage on the ______________
Mortgaged
Property.
"______________ Mortgaged Property" shall mean the Mortgaged
Property identified on the Trust Mortgage Loan Schedule as
______________.
"Class" shall mean, collectively, all of the Certificates bearing
the same alphabetic or alphanumeric, as applicable, class
designation or all of
the Holders of Certificates bearing the same alphabetic or
alphanumeric, as
applicable, class designation, as the context may require.
"Class A Certificate" shall mean any of the [Class A-1, Class A-2,
Class A-3, Class A-AB, Class A-4, Class A-1A, Class A-M and Class
A-J]
Certificates.
"Class A-1 Certificate" shall mean any one of the Certificates with
a "Class A-1" designation on the face thereof, substantially in the
form of
Exhibit A-1 attached hereto, and evidencing a portion of a class of
"regular
interests" in REMIC III for purposes of the REMIC Provisions.
"Class A-1A Certificate" shall mean any one of the Certificates
with
a "Class A-1A" designation on the face thereof, substantially in
the form of
Exhibit A-1 attached hereto, and evidencing a portion of a class of
"regular
interests" in REMIC III for purposes of the REMIC Provisions.
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"Class A-2 Certificate" shall mean any one of the Certificates with
a "Class A-2" designation on the face thereof, substantially in the
form of
Exhibit A-1 attached hereto, and evidencing a portion of a class of
"regular
interests" in REMIC III for purposes of the REMIC Provisions.
"Class A-3 Certificate" shall mean any one of the Certificates with
a "Class A-3" designation on the face thereof, substantially in the
form of
Exhibit A-1 attached hereto, and evidencing a portion of a class of
"regular
interests" in REMIC III for purposes of the REMIC Provisions.
"Class A-4 Certificate" shall mean any one of the Certificates with
a "Class A-4" designation on the face thereof, substantially in the
form of
Exhibit A-1 attached hereto, and evidencing a portion of a class of
"regular
interests" in REMIC III for purposes of the REMIC Provisions.
"Class A-AB Certificate" shall mean any one of the Certificates
with
a "Class A-AB" designation on the face thereof, substantially in
the form of
Exhibit A-1 attached hereto, and evidencing a portion of a class of
"regular
interests" in REMIC III for purposes of the REMIC Provisions.
"Class A-AB Planned Principal Balance" shall mean, with respect to
any Distribution Date, the targeted Class Principal Balance of the
Class A-AB
Certificates for such date set forth on Schedule IX attached
hereto.
"Class A-J Certificate" shall mean any one of the Certificates with
a "Class A-J" designation on the face thereof, substantially in the
form of
Exhibit A-4 attached hereto, and evidencing a portion of a class of
"regular
interests" in REMIC III for purposes of the REMIC Provisions.
"Class A-M Certificate" shall mean any one of the Certificates with
a "Class A-M" designation on the face thereof, substantially in the
form of
Exhibit A-4 attached hereto, and evidencing a portion of a class of
"regular
interests" in REMIC III for purposes of the REMIC Provisions.
"Class B Certificate" shall mean any one of the Certificates with a
"Class B" designation on the face thereof, substantially in the
form of Exhibit
A-4 attached hereto, and evidencing a portion of a class of
"regular interests"
in REMIC III for purposes of the REMIC Provisions.
"Class B Through T Certificate" shall mean any [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 P, Class Q, Class S or Class T] Certificate.
"Class C Certificate" shall mean any one of the Certificates with a
"Class C" designation on the face thereof, substantially in the
form of Exhibit
A-4 attached hereto, and evidencing a portion of a class of
"regular interests"
in REMIC III for purposes of the REMIC Provisions.
"Class ___ Available Distribution Amount" shall mean, with respect
to any Distribution Date, that portion of the ______________
Available
Distribution Amount for such Distribution Date that is equal to the
lesser of
(i) the amount deemed distributed to REMIC II with respect to REMIC
I Regular
Interest ___-B on such Distribution Date pursuant to clauses (iv),
(v) and (vi)
of the first paragraph of Section 4.01(m) and (ii) the total of (x)
all
Distributable Certificate Interest with respect to the Class ___
Certificates
for such Distribution Date and, to the extent not previously
distributed, for
all prior Distribution Dates, (y) the Class ___ Principal
Distribution Amount
for such Distribution Date and
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(z) the aggregate Loss Reimbursement Amount with respect to the
Class ___
Certificates for such Distribution Date.
"Class ___-1 Certificate" shall mean any of the Certificates with a
"Class ___-1" designation on the face thereof, substantially in the
form of
Exhibit A-8 attached hereto, and evidencing a portion of a class of
"regular
interests" in REMIC III for purposes of the REMIC Provisions.
"Class ___-2 Certificate" shall mean any of the Certificates with a
"Class ___-2" designation on the face thereof, substantially in the
form of
Exhibit A-8 attached hereto, and evidencing a portion of a class of
"regular
interests" in REMIC III for purposes of the REMIC Provisions.
"Class ___-3 Certificate" shall mean any of the Certificates with a
"Class ___-3" designation on the face thereof, substantially in the
form of
Exhibit A-8 attached hereto, and evidencing a portion of a class of
"regular
interests" in REMIC III for purposes of the REMIC Provisions.
"Class ___-4 Certificate" shall mean any of the Certificates with a
"Class ___-4" designation on the face thereof, substantially in the
form of
Exhibit A-8 attached hereto, and evidencing a portion of a class of
"regular
interests" in REMIC III for purposes of the REMIC Provisions.
"Class ___ Certificateholders" shall mean the Holders of the Class
___ Certificates.
"Class ___ Certificates" shall mean, collectively, the Class ___-1,
Class ___-2, Class ___-3 and Class ___-4 Certificates.
"Class ___ Change of Control Event" shall mean the event that
exists
when, as of any date of determination, the aggregate Certificate
Principal
Balance of the Class ___ Certificates (net of any Appraisal
Reduction Amount
with respect to the ______________ Trust Mortgage Loan or any
successor REO
Trust Mortgage Loan with respect thereto) is less than 25% of the
initial
aggregate Certificate Principal Balance of the Class ___
Certificates.
"Class ___ Control Period" shall mean any period when there is no
continuing Class ___ Change of Control Event.
"Class ___ Net Prepayment Consideration" shall mean that portion of
any Net Prepayment Consideration received with respect to the
______________
Trust Mortgage Loan or any successor REO Trust Mortgage Loan with
respect
thereto that is equal to the product of (a) the entire amount of
such Net
Prepayment Consideration, multiplied by (b) a fraction, the
numerator of which
is equal to the portion of the relevant principal prepayment or
other early
collection of principal included in the Class ___ Principal
Distribution Amount
for the Distribution Date on which such Net Prepayment
Consideration is
distributable to Certificateholders, and the denominator of which
is the entire
amount of such relevant principal prepayment or other early
collection of
principal.
"Class ___ Principal Distribution Amount" shall mean, with respect
to any Distribution Date, the lesser of (a) the excess, if any, of
(i) that
portion of the Principal Distribution Amount for such Distribution
Date that is
attributable to the ______________ Trust Mortgage Loan or any
successor REO
Trust Mortgage Loan with respect thereto, over (ii) the
Uncertificated Principal
Balance of REMIC I Regular Interest ___-A immediately prior to such
Distribution
Date, and (b) the aggregate of the Class Principal Balances of the
Class ___
Certificates outstanding immediately prior to such Distribution
Date.
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"Class ___ Purchase Option Event" shall mean the existence of the
following circumstances as of any date of determination: (a) the
______________
Trust Mortgage Loan constitutes a Specially Serviced Trust Mortgage
Loan; and
(b) any Monthly Payment under the ______________ Trust Mortgage
Loan is at least
60 days delinquent. [OTHER EVENTS?]
"Class ___ Purchase Price" shall mean, with respect to the
______________ Trust Mortgage Loan, in connection with a purchase
thereof by the
Class ___ Representative pursuant to Section 3.27(a), a price equal
to the sum,
without duplication, of (i) the outstanding principal balance of
the
______________ Trust Mortgage Loan, together with all accrued and
unpaid
interest (including the Master Servicing Fee) on the ______________
Trust
Mortgage Loan (excluding, however, any such accrued and unpaid
interest that
represents Default Interest), (ii) all other sums (in addition to
principal and
interest) then due and owing under the terms of the ______________
Trust
Mortgage Loan (excluding, however, any such other sums that
represent Default
Interest), (iii) all expenses (including amounts incurred by and
owing to the
Trustee, the Fiscal Agent, the Master Servicer and the Special
Servicer, if any)
associated with the subject purchase, (iv) any amount relating to
the
______________ Trust Mortgage Loan in respect of servicing
compensation payable
to the Master Servicer or any other party hereunder, and (v)
Advances and all
interest paid or payable, as the context may require, to the Master
Servicer or
any other party hereunder with respect to Advances made by the
Master Servicer
or any other party, at the Reimbursement Rate, which Advances are,
at the time
of purchase, payable or reimbursable to the Trustee, the Fiscal
Agent, the
Master Servicer or any other Person under this Agreement.
"Class ___ Representative" shall have the meaning assigned thereto
in Section 6.09(b).
"Class D Certificate" shall mean any one of the Certificates with a
"Class D" designation on the face thereof, substantially in the
form of Exhibit
A-4 attached hereto, and evidencing a portion of a class of
"regular interests"
in REMIC III for purposes of the REMIC Provisions.
"Class E Certificate" shall mean any one of the Certificates with a
"Class E" designation on the face thereof, substantially in the
form of Exhibit
A-4 attached hereto, and evidencing a portion of a class of
"regular interests"
in REMIC III for purposes of the REMIC Provisions.
"Class F Certificate" shall mean any one of the Certificates with a
"Class F" designation on the face thereof, substantially in the
form of Exhibit
A-5 attached hereto, and evidencing a portion of a class of
"regular interests"
in REMIC III for purposes of the REMIC Provisions.
"Class G Certificate" shall mean any one of the Certificates with a
"Class G" designation on the face thereof, substantially in the
form of Exhibit
A-5 attached hereto, and evidencing a portion of a class of
"regular interests"
in REMIC III for purposes of the REMIC Provisions.
"Class H Certificate" shall mean any of the Certificates with a
"Class H" designation on the face thereof, substantially in the
form of Exhibit
A-5 attached hereto, and evidencing a portion of a class of
"regular interests"
in REMIC III for purposes of the REMIC Provisions.
"Class J Certificate" shall mean any one of the Certificates with a
"Class J" designation on the face thereof, substantially in the
form of Exhibit
A-5 attached hereto, and evidencing a portion of a class of
"regular interests"
in REMIC III for purposes of the REMIC Provisions.
-27-
"Class K Certificate" shall mean any of the Certificates with a
"Class K" designation on the face thereof, substantially in the
form of Exhibit
A-5 attached hereto, and evidencing a portion of a class of
"regular interests"
in REMIC III for purposes of the REMIC Provisions.
"Class L Certificate" shall mean any of the Certificates with a
"Class L" designation on the face thereof, substantially in the
form of Exhibit
A-5 attached hereto, and evidencing a portion of a class of
"regular interests"
in REMIC III for purposes of the REMIC Provisions.
"Class M Certificate" shall mean any of the Certificates with a
"Class M" designation on the face thereof, substantially in the
form of Exhibit
A-5 attached hereto, and evidencing a portion of a class of
"regular interests"
in REMIC III for purposes of the REMIC Provisions.
"Class N Certificate" shall mean any of the Certificates with a
"Class N" designation on the face thereof, substantially in the
form of Exhibit
A-5 attached hereto, and evidencing a portion of a class of
"regular interests"
in REMIC III for purposes of the REMIC Provisions.
"Class Notional Amount" shall mean the aggregate hypothetical or
notional amount on which a Class of Interest-Only Certificates
accrues or is
deemed to accrue interest from time to time. As of any date of
determination,
the Class Notional Amount of each Class of Interest-Only
Certificates shall
equal the then aggregate of the Component Notional Amounts of all
the REMIC III
Components of such Class of Interest-Only Certificates; provided
that, for
reporting purposes, the Class Notional Amount of the Class X-CP
Certificates
shall be calculated in accordance with the Prospectus Supplement.
"Class P Certificate" shall mean any of the Certificates with a
"Class P" designation on the face thereof, substantially in the
form of Exhibit
A-5 attached hereto, and evidencing a portion of a class of
"regular interests"
in REMIC III for purposes of the REMIC Provisions.
"Class Principal Balance" shall mean the aggregate principal
balance
outstanding from time to time of any Class of Principal Balance
Certificates. As
of the Closing Date, the Class Principal Balance of each Class of
Principal
Balance Certificates shall equal the Original Class Principal
Balance thereof.
On each Distribution Date, the Class Principal Balance of each
Class of
Principal Balance Certificates shall be reduced by the amount of
any
distributions of principal made thereon on such Distribution Date
pursuant to
Section 4.01 or 9.01, as applicable, and shall be further reduced
(subject to
Section 4.05) by the amount of any Realized Losses and Additional
Trust Fund
Expenses deemed allocated thereto on such Distribution Date
pursuant to Section
4.04. On each Distribution Date, the Class Principal Balance of
each Class of
Principal Balance Certificates shall be increased by the related
Class Principal
Reinstatement Amount, if any, for such Distribution Date.
"Class Principal Reinstatement Amount" shall have the meaning
assigned thereto in Section 4.05(a).
"Class Q Certificate" shall mean any of the Certificates with a
"Class Q" designation on the face thereof, substantially in the
form of Exhibit
A-5 attached hereto, and evidencing a portion of a class of
"regular interests"
in REMIC III for purposes of the REMIC Provisions.
"Class R-I Certificate" shall mean any of the Certificates with a
"Class R-I" designation on the face thereof, substantially in the
form of
Exhibit A-6 attached hereto, and evidencing a portion of the sole
class of
"residual interests" in REMIC I for purposes of the REMIC
Provisions.
-28-
"Class R-II Certificate" shall mean any of the Certificates with a
"Class R-II" designation on the face thereof, substantially in the
form of
Exhibit A-6 attached hereto, and evidencing a portion of the sole
class of
"residual interests" in REMIC II for purposes of the REMIC
Provisions.
"Class R-III Certificate" shall mean any of the Certificates with a
"Class R-III" designation on the face thereof, substantially in the
form of
Exhibit A-6 attached hereto, and evidencing a portion of the sole
class of
"residual interests" in REMIC III for purposes of the REMIC
Provisions.
"Class R-LR Certificate" shall mean, subject to Section 2.06(b),
any
of the Certificates with a "Class R-LR" designation on the face
thereof,
substantially in the form of Exhibit A-6 attached hereto, and
evidencing a
portion of the sole class of "residual interests" in each Loan
REMIC for
purposes of the REMIC Provisions.
"Class S Certificate" shall mean any of the Certificates with a
"Class S" designation on the face thereof, substantially in the
form of Exhibit
A-5 attached hereto, and evidencing a portion of a class of
"regular interests"
in REMIC III for purposes of the REMIC Provisions.
"Class ___ Available Distribution Amount" shall mean, with respect
to any Distribution Date, an amount equal to the following:
(a)
the sum, without duplication, of (i) any payments and other
collections on or with respect to the ______________ Loan Component
A-1b
and on or with respect to any related REO Property that are
allocable
under the ______________ Co-Lender Agreement to the ______________
Loan
Component (including Loss of Value Payments with respect to the
______________ Loan Component A-1b) that (A) were Received by the
Trust as
of the end of the related Collection Period and (B) are on deposit
in the
Collection Account as of 12:00 noon (New York City time) on such
Distribution Date, (ii) any P&I Advance made by the Master
Servicer, the
Trustee and/or the Fiscal Agent with respect to the ______________
Loan
Component A-1b for distribution on the Class ___ Certificates on
such
Distribution Date pursuant to Section 4.03, (iii) the amount
deposited by
the Master Servicer in the Collection Account for such Distribution
Date
pursuant to Section 3.19(a) in connection with any Prepayment
Interest
Shortfall on the ______________ Loan Component A-1b, and (iv) to
the
extent not included in the amount described in clause (a)(i) of
this
definition, if such Distribution Date is the Final Distribution
Date, the
aggregate amount transferred from the Loss of Value Reserve Fund to
the
Collection Account with respect to the ______________ Loan
Component A-1b
pursuant to Section 3.05(e) in respect of such Distribution Date;
net of
(b)
the portion of the aggregate amount described in clause (a)
of this definition that represents one or more of the
following--(i)
scheduled Monthly Payments with respect to the ______________ Loan
Component A-1b that are due on a Due Date following the end of the
related
Loan Combination Collection Period, (ii) any amounts payable or
reimbursable to any Person from the Collection Account from
payments and
other collections on the ______________ Loan Component A-1b
pursuant to
clauses (ii) through (v) and (viii) of Section 3.05(b), (iii)
Prepayment
Consideration with respect to the ______________ Loan Component
A-1b, and
(iv) amounts deposited in the Collection Account with respect to
the
______________ Loan Component A-1b in error;
-29-
provided that, with respect to any Distribution Date, the Class ___
Available
Distribution Amount shall not exceed the sum of (i) the Class ___
Principal
Distribution Amount for such Distribution Date, (ii) the aggregate
Distributable
Certificate Interest in respect of all the Classes of the Class ___
Certificates
for such Distribution Date and, to the extent not previously paid,
for all prior
Distribution Dates, if any, and (iii) the aggregate Loss
Reimbursement Amount
with respect to all the Classes of the Class ___ Certificates for
such
Distribution Date.
"Class ___-1 Certificate" shall mean any one of the Certificates
with a "Class ___-1" designation on the face thereof, substantially
in the form
of Exhibit A-8 attached hereto, and evidencing a class of "regular
interests" in
REMIC III for purposes of the REMIC Provisions.
"Class ___-2 Certificate" shall mean any one of the Certificates
with a "Class ___-2" designation on the face thereof, substantially
in the form
of Exhibit A-8 attached hereto, and evidencing a class of "regular
interests" in
REMIC III for purposes of the REMIC Provisions.
"Class ___-3 Certificate" shall mean any one of the Certificates
with a "Class ___-3" designation on the face thereof, substantially
in the form
of Exhibit A-8 attached hereto, and evidencing a class of "regular
interests" in
REMIC III for purposes of the REMIC Provisions.
"Class ___-4 Certificate" shall mean any one of the Certificates
with a "Class ___-4" designation on the face thereof, substantially
in the form
of Exhibit A-8 attached hereto, and evidencing a class of "regular
interests" in
REMIC III for purposes of the REMIC Provisions.
"Class ___-5 Certificate" shall mean any one of the Certificates
with a "Class ___-5" designation on the face thereof, substantially
in the form
of Exhibit A-8 attached hereto, and evidencing a class of "regular
interests" in
REMIC III for purposes of the REMIC Provisions.
"Class ___-6 Certificate" shall mean any one of the Certificates
with a "Class ___-6" designation on the face thereof, substantially
in the form
of Exhibit A-8 attached hereto, and evidencing a class of "regular
interests" in
REMIC III for purposes of the REMIC Provisions.
"Class ___-7 Certificate" shall mean any one of the Certificates
with a "Class ___-7" designation on the face thereof, substantially
in the form
of Exhibit A-8 attached hereto, and evidencing a class of "regular
interests" in
REMIC III for purposes of the REMIC Provisions.
"Class ___ Certificateholders" shall mean the Holders of the Class
___ Certificates.
"Class ___ Certificates" shall mean, collectively, the Class ___-1,
Class ___-2, Class ___-3, Class ___-4, Class ___-5, Class ___-6 and
Class ___-7
Certificates.
"Class ___ Change of Control Event" shall mean the event that
exists
when, as of any date of determination, the unpaid principal amount
of the
______________ Loan Component A-1b (net of any Appraisal Reduction
Amount with
respect to the ______________ Loan Combination) is less than 25.0%
of the
initial unpaid principal amount of the ______________ Loan
Component A-1b.
"Class ___ Control Period" shall mean any period when there is no
continuing Class ___ Change of Control Event.
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"Class ___ Net Prepayment Consideration" shall mean that portion of
any Net Prepayment Consideration received with respect to, and
allocable to, the
______________ Loan Component in accordance with the related loan
documents and
the ______________ Co-Lender Agreement.
"Class ___ Principal Distribution Amount" shall mean, with respect
to any Distribution Date, an amount equal to the lesser of (a) that
portion, if
any, of the Principal Distribution Amount for such Distribution
Date that is
attributable to the ______________ Loan Component A-1b and (b) the
aggregate
Certificate Principal Balance of the Class ___ Certificates
outstanding
immediately prior to such Distribution Date.
"Class ___ Purchase Option Event" shall mean, the following
circumstances as of any date of determination: (a) the
______________ Mortgage
Loans constitute Specially Serviced Mortgage Loans; and (b) any
Monthly Payment
under the ______________ Loan Combination is at least 60 days
delinquent or the
______________ Loan Combination is not repaid on the related
Maturity Date.
"Class ___ Purchase Price" shall mean, with respect to the
______________ Trust Mortgage Loan, in connection with a purchase
thereof by the
Class ___ Representative pursuant to Section 3.28(a), a price equal
to the sum,
without duplication, of (i) the outstanding principal balance of
the
______________ Trust Mortgage Loan, together with all accrued and
unpaid
interest (including the Master Servicing Fee) on the ______________
Trust
Mortgage Loan (excluding, however, any such accrued and unpaid
interest that
represents Default Interest), (ii) all other sums (in addition to
principal and
interest) then due and owing under the terms of the ______________
Trust
Mortgage Loan (excluding, however, any such other sums that
represent Default
Interest), (iii) all expenses (including amounts incurred by and
owing to the
Trustee, the Fiscal Agent, the Master Servicer and the Special
Servicer, if any)
associated with the subject purchase, (iv) any amount relating to
the
______________ Trust Mortgage Loan in respect of servicing
compensation payable
to the Master Servicer or any other party hereunder, and (v)
Advances and all
interest paid or payable, as the context may require, to the Master
Servicer or
any other party hereunder with respect to Advances made with
respect to the
______________ Loan Combination by the Master Servicer or any other
party, at
the Reimbursement Rate, which Advances are, at the time of
purchase, payable or
reimbursable to the Trustee, the Fiscal Agent, the Master Servicer
or any other
Person under this Agreement.
"Class ___ Representative" shall have the meaning assigned thereto
in Section 6.09(b).
"Class T Certificate" shall mean any of the Certificates with a
"Class T" designation on the face thereof, substantially in the
form of Exhibit
A-5 attached hereto, and evidencing a portion of a class of
"regular interests"
in REMIC III for purposes of the REMIC Provisions.
"Class V Certificate" shall mean, subject to Section 2.05(b), any
of
the Certificates with a "Class V" designation on the face thereof,
substantially
in the form of Exhibit A-7 attached hereto, and evidencing a pro
rata undivided
interest in the Grantor Trust Assets.
"Class V Sub-Account" shall mean, subject to Section 2.05(b), a
sub-account of the Collection Account established pursuant to
Section 3.04(b),
which sub-account shall constitute an asset of the Trust Fund and
the Grantor
Trust, but not an asset of any REMIC Pool.
-31-
"Class X-CL Certificate" shall mean any one of the Certificates
with
a "Class X-CL" designation on the face thereof, substantially in
the form of
Exhibit A-3 attached hereto, and evidencing a portion of ___
separate "regular
interests" in REMIC III for purposes of the REMIC Provisions.
"Class X-CL REMIC III Component" shall mean any of the ___ separate
"regular interests" in REMIC III evidenced by the Class X-CL
Certificates, each
of which: (i) relates to its Corresponding REMIC II Regular
Interest; (ii)
accrues interest at its Pass-Through Rate in effect from time to
time; and (iii)
has a Component Notional Amount equal to the Uncertificated
Principal Balance of
its Corresponding REMIC II Regular Interest outstanding from time
to time. The
Class X-CL REMIC III Components shall have the following alphabetic
and
alphanumeric designations: [X-CL-A-1-1; X-CL-A-1-2; X-CL-A-1A-1;
X-CL-A-1A-2;
X-CL-A-1A-3; X-CL-A-1A-4; X-CL-A-1A-5; X-CL-A-1A-6; X-CL-A-1A-7;
X-CL-A-1A-8;
X-CL-A-2-1; X-CL-A-2-2; X-CL-A-2-3; X-CL-A-3; X-CL-A-AB-1;
X-CL-A-AB-2;
X-CL-A-4-1; X-CL-A-4-2; X-CL-A-4-3; X-CL-A-4-4; X-CL-A-M; X-CL-A-J;
X-CL-B;
X-CL-C; X-CL-D-1; X-CL-D-2; X-CL-E-1; X-CL-E-2; X-CL-F; X-CL-G;
X-CL-H; X-CL-J;
X-CL-K; X-CL-L; X-CL-M; X-CL-N; X-CL-P; X-CL-Q; X-CL-S; and
X-CL-T].
"Class X-CP Certificate" shall mean any one of the Certificates
with
a "Class X-CP" designation on the face thereof, substantially in
the form of
Exhibit A-2 attached hereto, and evidencing a portion of 28
separate "regular
interests" in REMIC III for purposes of the REMIC Provisions.
"Class X-CP REMIC III Component" shall mean any of the 28 separate
"regular interests" in REMIC III evidenced by the Class X-CP
Certificates, each
of which: (i) relates to its Corresponding REMIC II Regular
Interest; (ii)
accrues interest at its Pass-Through Rate in effect from time to
time; and (iii)
has a Component Notional Amount equal to the Uncertificated
Principal Balance of
its Corresponding REMIC II Regular Interest outstanding from time
to time. The
Class X-CP REMIC III Components shall have the respective
alphabetic and
alphanumeric designations set forth in the definition of "Class
X-CP Termination
Date".
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"Class X-CP Termination Date" shall mean, with respect to any Class
X-CP REMIC III Component, the Distribution Date in the month and
year specified
opposite the alphanumeric designation for such Class X-CP REMIC III
Component in
the following table.
Designation of Class X-CP
Month and Year of Class X-CP
REMIC III Component
Termination Date
-------------------------
-----------------------------
[X-CP-A-1-2
__________
X-CP-A-1A-2
__________
X-CP-A-1A-3
__________
X-CP-A-1A-4
__________
X-CP-A-1A-5
__________
X-CP-A-1A-6
__________
X-CP-A-1A-7
__________
X-CP-A-1A-8
__________
X-CP-A-2-1
__________
X-CP-A-2-2
__________
X-CP-A-2-3
__________
X-CP-A-3
__________
X-CP-A-AB-1
__________
X-CP-A-AB-2
__________
X-CP-A-4-1
__________
X-CP-A-4-2
__________
X-CP-A-4-3
__________
X-CP-A-4-4
__________
X-CP-A-M
__________
X-CP-A-J
__________
X-CP-B
__________
X-CP-C
__________
X-CP-D-1
__________
X-CP-D-2
__________
X-CP-E-1
__________
X-CP-E-2
__________
X-CP-F
__________
X-CP-G]
__________
"Clearstream" shall mean Clearstream Banking, Luxembourg or any
successor.
"Closing Date" shall mean ____________, 200_.
"CMSA" shall mean the Commercial Mortgage Securities Association,
or
any association or organization that is a successor thereto. If
neither such
association nor any successor remains in existence, "CMSA" shall be
deemed to
refer to such other association or organization as may exist whose
principal
membership consists of servicers, trustees, issuers, placement
agents and
underwriters generally involved in the commercial mortgage loan
securitization
industry, which is the principal such association or organization
in the
commercial mortgage loan securitization industry and one of whose
principal
purposes is the establishment of industry standards for reporting
transaction-specific information relating to commercial mortgage
pass-through
certificates and commercial mortgage-backed
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bonds and the commercial mortgage loans and foreclosed properties
underlying or
backing them to investors holding or owning such certificates or
bonds, and any
successor to such other association or organization. If an
organization or
association described in one of the preceding sentences of this
definition does
not exist, "CMSA" shall be deemed to refer to such other
association or
organization as shall be selected by the Master Servicer and
reasonably
acceptable to the Trustee, the Special Servicer and the Controlling
Class
Representative.
"CMSA Advance Recovery Report" shall mean a report substantially in
the form of, and containing the information called for in, the
downloadable form
of the "Advance Recovery Report" available as of the Closing Date
on the CMSA
Website, or such other form for the presentation of such
information as may from
time to time be approved by the CMSA for commercial mortgage
securities
transactions generally.
"CMSA Bond Level File" shall mean the monthly report substantially
in the form of, and containing the information called for in, the
downloadable
form of the "Bond Level File" available as of the Closing Date on
the CMSA
Website, or such other form for the presentation of such
information and
containing such additional information as may from time to time be
approved by
the CMSA for commercial mortgage securities transactions generally.
"CMSA Collateral Summary File" shall mean the report substantially
in the form of, and containing the information called for in, the
downloadable
form of the "Collateral Summary File" available as of the Closing
Date on the
CMSA Website, or such other form for the presentation of such
information and
containing such additional information as may from time to time be
approved by
the CMSA for commercial mortgage securities transactions generally.
"CMSA Comparative Financial Status Report" shall mean 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 as may from time to time be approved by the CMSA
for commercial
mortgage securities transactions generally. In connection with
preparing the
CMSA Comparative Financial Status Report, the Master Servicer shall
process (a)
interim financial statements beginning with interim financial
statements for the
fiscal quarter ending ______ of 200_, and (b) annual financial
statements
beginning with annual financial statements for the 200_ fiscal
year.
"CMSA Delinquent Loan Status Report" shall mean 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 approved by the CMSA for commercial mortgage securities
transactions
generally.
"CMSA Financial File" shall mean a report substantially in the form
of, and containing the information called for in, the downloadable
form of the
"Financial File" available as of the Closing Date on the CMSA
Website, or such
other form for the presentation of such information and containing
such
additional information as may from time to time be approved by the
CMSA for
commercial mortgage securities transactions generally.
"CMSA Historical Liquidation Report" shall mean a report
substantially in the form of, and containing the information called
for in, the
downloadable form of the "Historical Liquidation
-34-
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.
"CMSA Historical Loan Modification and Corrected Mortgage Loan
Report" shall mean 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 approved by the CMSA for commercial mortgage securities
transactions
generally.
"CMSA Investor Reporting Package" shall mean, collectively:
(a)
the following six electronic files: (i) CMSA Loan Setup
File, (ii) CMSA Loan Periodic Update File, (iii) CMSA Property
File, (iv)
CMSA Bond Level File, (v) CMSA Financial File and (vi) CMSA
Collateral
Summary File;
(b)
the following ten supplemental reports: (i) CMSA Delinquent
Loan Status Report, (ii) CMSA Historical Loan Modification and
Corrected
Mortgage Loan Report, (iii) CMSA Historical Liquidation Report,
(iv) CMSA
REO Status Report, (v) CMSA Operating Statement Analysis Report,
(vi) CMSA
Comparative Financial Status Report, (vii) CMSA Servicer Watch
List,
(viii) CMSA Advance Recovery Report, (ix) CMSA Loan Level
Reserve/LOC
Report and (x) CMSA NOI Adjustment Worksheet; and
(c)
such other reports as the CMSA may approve from time to time
as being part of the CMSA Investor Reporting Package for commercial
mortgage securitization trusts generally and as are reasonably
acceptable
to the Master Servicer.
"CMSA Loan Level Reserve/LOC Report" shall mean the monthly 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 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.
"CMSA Loan Periodic Update File" shall mean the monthly report
substantially in the form of, and containing the information called
for in, the
downloadable form of the "Loan Periodic Update File" available as
of the Closing
Date on the CMSA Website, or such other form for the presentation
of such
information and containing such additional information as may from
time to time
be approved by the CMSA for commercial mortgage securities
transactions
generally.
"CMSA Loan Setup File" shall mean the report substantially in the
form of, and containing the information called for in, the
downloadable form of
the "Loan Setup File" available as of the Closing Date on the CMSA
Website, or
such other form for the presentation of such information and
containing such
additional information as may from time to time be approved by the
CMSA for
commercial mortgage securities transactions generally.
"CMSA NOI Adjustment Worksheet" shall mean a report prepared by the
Master Servicer with respect to all the Performing Serviced
Mortgage Loans, and
by the Special Servicer with
-35-
respect to Specially Serviced Mortgage Loans and, if they relate to
Administered
REO Properties, REO Mortgage Loans, which report shall be
substantially in the
form of, and contain 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 approved by the
CMSA for
commercial mortgage securities transactions generally.
"CMSA Operating Statement Analysis Report" shall mean a report
substantially in the form of, and containing the information called
for in, the
downloadable form of the "Operating Statement Analysis Report"
available as of
the Closing Date on the CMSA Website or in such other form for the
presentation
of such information and containing such additional information as
may from time
to time be approved by the CMSA for commercial mortgage-backed
securities
transactions generally.
"CMSA Property File" shall mean a report substantially in the form
of, and containing the information called for in, the downloadable
form of the
"Property File" available as of the Closing Date on the CMSA
Website, or such
other form for the presentation of such information and containing
such
additional information as may from time to time be approved by the
CMSA for
commercial mortgage securities transactions generally.
"CMSA REO Status Report" shall mean 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 approved by the
CMSA for
commercial mortgage securities transactions generally.
"CMSA Servicer Watch List" shall mean a report substantially in the
form of, and containing the information called for in, the
downloadable form of
the "Servicer Watch List" available as of the Closing Date on the
CMSA Website,
or in such other form for the presentation of such information and
containing
such additional information as may from time to time be approved by
the CMSA for
commercial mortgage securities transactions generally.
"CMSA Website" shall mean 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" shall mean the Internal Revenue Code of 1986 and regulations
promulgated thereunder, including temporary regulations and
proposed regulations
to the extent that, by reason of their proposed effective date,
could, as of the
date of any determination or opinion as to the tax consequences of
any action or
proposed action or transaction, be applied to the Certificates.
"Co-Lender Agreement" shall mean, with respect to any Loan
Combination, the co-lender agreement governing the relative rights
of the
respective holders of the Mortgage Loans comprising such Loan
Combination. The
Co-Lender Agreements consist of the ________________ Co-Lender
Agreement, the
________________ Co-Lender Agreement, the ____________________
Co-Lender
Agreement, the ______________ Co-Lender Agreement, the
___________________
Co-Lender Agreement and the other A/B Co-Lender Agreements.
-36-
"Collection Account" shall mean the segregated account or accounts
created and maintained by the Trustee pursuant to Section 3.04(b),
which shall
be entitled "[NAME OF TRUSTEE], as Trustee, in trust for the
registered holders
of LB-UBS Commercial Mortgage Trust 200_-C_, Commercial Mortgage
Pass-Through
Certificates, Series 200_-C_".
"Collection Period" shall mean, individually and collectively, as
applicable in the context used, (i) the related Loan Combination
Collection
Period with respect to each Loan Combination and all related
matters, and (ii)
the Trust Collection Period with respect to the Mortgage Pool
(exclusive of
those Trust Mortgage Loans and any REO Trust Mortgage Loans that
are part of a
Loan Combination) and all related matters.
"Combination Trust Mortgage Loan" shall mean any Trust Mortgage
Loan
that constitutes part of a Loan Combination. The Combination Trust
Mortgage
Loans are the ________________ Trust Mortgage Loan, the
________________ Trust
Mortgage Loan, the ____________________ Trust Mortgage Loan, the
______________
Trust Mortgage Loan, the ___________________ Trust Mortgage Loan
and the other
Serviced Note A Trust Mortgage Loans.
"Commission" shall mean the Securities and Exchange Commission or
any successor agency.
"Component Notional Amount" shall mean the notional amount on which
any REMIC III Component of either Class of Interest-Only
Certificates accrues
interest, which, as of any date of determination, is equal to the
then current
Uncertificated Principal Balance of such REMIC III Component's
Corresponding
REMIC II Regular Interest.
"Condemnation Proceeds" shall mean all cash amounts Received by the
Trust in connection with the taking of all or a part of a Mortgaged
Property or
REO Property by exercise of the power of eminent domain or
condemnation,
subject, however, to the rights of any tenants and ground lessors,
as the case
may be, and the terms of the related Mortgage.
"Controlling Class" shall mean, as of any date of determination,
the
then most subordinate (based on the payment priorities set forth in
Sections
4.01(a) and 4.01(b)) outstanding Class of Principal Balance
Certificates
(exclusive of the Class ___ and Class ___ Certificates) that has a
Class
Principal Balance that is at least equal to 25% of the Original
Class Principal
Balance of such Class; provided that if no such Class of Principal
Balance
Certificates has as of such date of determination a Class Principal
Balance that
is at least equal to 25% of its Original Class Principal Balance,
then the
Controlling Class shall be the then most subordinate (based on the
payment
priorities set forth in Sections 4.01(a) and 4.01(b)) outstanding
Class of
Principal Balance Certificates (exclusive of the Class ___ and
Class ___
Certificates) that has a Class Principal Balance greater than zero;
and
provided, further, that, for purposes of determining, and
exercising the rights
of, the Controlling Class, all of the Senior Class A Certificates
shall be
deemed to constitute a single Class of Certificates. The Trustee
shall notify
the other parties hereto of any change in the Class of Certificates
that
constitutes the Controlling Class pursuant to this definition.
"Controlling Class Certificateholder" shall mean any Holder of a
Certificate of the Controlling Class.
-37-
"Controlling Class Representative" shall have the meaning assigned
thereto in Section 6.09(b).
"Controlling Class Representative Confirmation" shall have the
meaning assigned thereto in Section 6.09(b).
"Corporate Trust Office" shall mean the principal corporate trust
office of the Trustee at which at any particular time its corporate
trust
business with respect to this Agreement shall be administered,
which office at
the date of the execution of this Agreement is located at
________________________, Attention: _______________.
"Corrected Mortgage Loan" shall mean any Serviced Mortgage Loan
that
had been a Specially Serviced Mortgage Loan but has ceased to be
such in
accordance with the definition of "Specially Serviced Mortgage
Loan" (other than
by reason of a Liquidation Event occurring in respect of such
Serviced Mortgage
Loan or the related Mortgaged Property's becoming an REO Property).
None of the
Mortgage Loans comprising an Outside Serviced Loan Combination
shall constitute
a Corrected Mortgage Loan under this Agreement.
"Corrected Trust Mortgage Loan" shall mean any Trust Mortgage Loan
that constitutes a Corrected Mortgage Loan.
"Corresponding REMIC II Regular Interest" shall mean: (a) with
respect to any Class of Principal Balance Certificates, the REMIC
II Regular
Interest that has an alphabetic or alphanumeric, as applicable,
designation that
is the same as the alphabetic or alphanumeric, as the case may be,
designation
for such Class of Principal Balance Certificates (provided that
[each REMIC II
Regular Interest with an alphanumeric designation that begins
"A-1-" shall be a
Corresponding REMIC II Regular Interest with respect to the Class
A-1
Certificates, each REMIC II Regular Interest with an alphanumeric
designation
that begins "A-1A-" shall be a Corresponding REMIC II Regular
Interest with
respect to the Class A-1A Certificates, each REMIC II Regular
Interest with an
alphanumeric designation that begins "A-2-" shall be a
Corresponding REMIC II
Regular Interest with respect to the Class A-2 Certificates, each
REMIC II
Regular Interest with an alphanumeric designation that begins
"A-AB-" shall be a
Corresponding REMIC II Regular Interest with respect to the Class
A-AB
Certificates, each REMIC II Regular Interest with an alphanumeric
designation
that begins "A-4-" shall be a Corresponding REMIC II Regular
Interest with
respect to the Class A-4 Certificates, each REMIC II Regular
Interest with an
alphanumeric designation that begins "D-" shall be a Corresponding
REMIC II
Regular Interest with respect to the Class D Certificates, and each
REMIC II
Regular Interest with an alphanumeric designation that begins "E-"
shall be a
Corresponding REMIC II Regular Interest with respect to the Class E
Certificates]); (b) with respect to any Class X-CL REMIC III
Component, the
REMIC II Regular Interest that has an alphabetic or alphanumeric,
as applicable,
designation that, when preceded by "X-CL-", is the same as the
alphabetic or
alphanumeric, as the case may be, designation for such Class X-CL
REMIC III
Component; and (c) with respect to any Class X-CP REMIC III
Component, the REMIC
II Regular Interest that has an alphabetic or alphanumeric, as
applicable,
designation that, when preceded by "X-CP-", is the same as the
alphabetic or
alphanumeric, as the case may be, designation for such Class X-CP
REMIC III
Component.
"Corresponding Class X-CP REMIC III Component" shall mean, with
respect to any Class X-CL REMIC III Component, any Class X-CP REMIC
III
Component that has the same Corresponding REMIC II Regular Interest
as such
Class X-CL REMIC III Component. If the
-38-
Corresponding REMIC II Regular Interest for any Class X-CL REMIC
III Component
is not also a Corresponding REMIC II Regular Interest for a Class
X-CP REMIC III
Component, then such Class X-CL REMIC III Component shall not have
a
Corresponding Class X-CP REMIC III Component.
"________________ Co-Lender Agreement" shall have the meaning
assigned thereto in the Preliminary Statement.
"________________ Collection Period" shall mean, with respect to
any
Trust Master Servicer Remittance Date or any Distribution Date, the
period
commencing on the day immediately following the ________________
Determination
Date in the calendar month preceding the calendar month in which
such Trust
Master Servicer Remittance Date or such Distribution Date, as the
case may be,
occurs (or, in the case of each of the initial Trust Master
Servicer Remittance
Date and the initial Distribution Date, commencing immediately
following the
Cut-off Date) and ending on and including the ________________
Determination
Date in the calendar month in which such Trust Master Servicer
Remittance Date
or such Distribution Date, as the case may be, occurs.
"________________ Determination Date" shall mean the "Remittance
Date" under the ________________ Co-Lender Agreement.
"________________ Loan Combination" shall have the meaning assigned
thereto in the Preliminary Statement.
"________________ Master Servicer" shall have the meaning assigned
thereto in the Preliminary Statement.
"________________ Mortgage Loan" shall mean the ________________
Trust Mortgage Loan or any ________________ Non-Trust Mortgage
Loan, as
applicable.
"________________ Mortgaged Property" shall have the meaning
assigned thereto in the Preliminary Statement.
"________________ Non-Trust Mortgage Loan Noteholder" shall mean
the
holder (or, if applicable, the collective holders) of the Mortgage
Note for the
________________ Non-Trust Mortgage Loan.
"________________ Non-Trust Mortgage Loans" shall have the meaning
assigned thereto in the Preliminary Statement.
"________________ Note ___ Non-Trust Mortgage Loan" shall have the
meaning assigned thereto in the Preliminary Statement.
"________________ Note ___ Non-Trust Mortgage Loan Noteholder"
shall
mean the holder (or, if applicable, the collective holders) of the
Mortgage Note
for the ________________ Note ___ Non-Trust Mortgage Loan.
"________________ Note ___ Non-Trust Mortgage Loan" shall have the
meaning assigned thereto in the Preliminary Statement.
-39-
"________________ Note ___ Non-Trust Mortgage Loan Noteholder"
shall
mean the holder (or, if applicable, the collective holders) of the
Mortgage Note
for the ________________ Note ___ Non-Trust Mortgage Loan.
"________________ Note B Non-Trust Mortgage Loan" shall mean,
together, the ________________ Note ___ Non-Trust Mortgage Loan and
the
________________ Note ___ Non-Trust Mortgage Loan.
"________________ Note ___ Non-Trust Mortgage Loan" shall have the
meaning assigned thereto in the Preliminary Statement.
"________________ Note ___ Non-Trust Mortgage Loan" shall have the
meaning assigned thereto in the Preliminary Statement.
"________________ Note B Non-Trust Mortgage Loan Noteholder" shall
mean the collective holders of the Mortgage Notes for the
________________ Note
B Non-Trust Mortgage Loan.
"________________ Noteholders" shall mean, collectively, the holder
of the Mortgage Note for the ________________ Trust Mortgage Loan,
together with
the ________________ Non-Trust Mortgage Loan Noteholders.
"________________ Servicer" shall mean the ________________ Master
Servicer or the ________________ Special Servicer.
"________________ Servicing Agreement" shall have the meaning
assigned thereto in the Preliminary Statement.
"________________ Special Servicer" shall have the meaning assigned
thereto in the Preliminary Statement.
"________________ Trust Mortgage Loan" shall have the meaning
assigned thereto in the Preliminary Statement, which Trust Mortgage
Loan is
identified on the Trust Mortgage Loan Schedule by loan number
______ and is,
together with the ________________ Non-Trust Mortgage Loans,
secured by the same
Mortgage on the ________________ Mortgaged Property.
"________________ Trustee" shall have the meaning assigned thereto
in the Preliminary Statement.
"________________ Underlying Collection Period" shall mean, with
respect to any Distribution Date or Trust Master Servicer
Remittance Date, the
"Loan Combination Collection Period" (within the meaning of the
initial
________________ Servicing Agreement) with respect to the
________________ Loan
Combination that ends in the calendar month in which such
Distribution Date or
Trust Master Servicer Remittance Date, as the case may be, occurs.
"Covered Costs" shall mean, with respect to any Trust Mortgage Loan
and any related costs and expenses that the Depositor or the UBS
Mortgage Loan
Seller, as applicable, are otherwise required to pay pursuant to
Section 2.03(d)
or the UBS/Depositor Mortgage Loan Purchase Agreement, (i) if such
Trust
Mortgage Loan has an original principal balance equal to or less
than
$10,000,000, the
-40-
entire amount of such costs and expenses, but only in the event
such costs and
expenses exceed a threshold of $10,000, and (ii) if such Trust
Mortgage Loan has
an original principal balance greater than $10,000,000, the entire
amount of
such costs and expenses, but only in the event such costs and
expenses exceed a
threshold of $25,000. In the case of each of clauses (i) and (ii)
above in this
definition, in the event the subject costs and expenses do not
exceed the
required threshold stated in the subject clause, the "Covered
Costs" shall be
$0.
"Cross-Collateralized Group" shall mean any group of
Cross-Collateralized Mortgage Loans; provided that no Loan
Combination shall
constitute a Cross-Collateralized Group.
"Cross-Collateralized Mortgage Loan" shall mean any Mortgage Loan
that is cross-defaulted and cross-collateralized with any other
Mortgage Loan;
provided that none of the Mortgage Loans in a Loan Combination
shall constitute
a Cross-Collateralized Mortgage Loan.
"Custodial Account" shall mean the Pool Custodial Account or any
Loan Combination Custodial Account.
"Custodian" shall mean a Person who is at any time appointed by the
Trustee pursuant to Section 8.11 as a document custodian for some
or all of the
Mortgage Files, which Person shall not be the Depositor, a Mortgage
Loan Seller
or an Affiliate of the Depositor or a Mortgage Loan Seller. If no
such custodian
has been appointed, or if such custodian has been so appointed but
the Trustee
shall have terminated such appointment, then the Trustee shall be
the Custodian.
"Cut-off Date" shall mean, individually and collectively, as
applicable in the context used: (i) with respect to each Mortgage
Loan that was
originated after ___________, 200_, the related date of origination
of such
Mortgage Loan; and (ii) for every other Mortgage Loan, ___________,
200_.
"Cut-off Date Balance" shall mean, with respect to any Mortgage
Loan, the outstanding principal balance of such Mortgage Loan as of
the Cut-off
Date, net of all unpaid payments of principal due in respect
thereof on or
before such date.
"Default Charges" shall mean Default Interest and/or late payment
charges that are paid or payable, as the context may require, to
the Trust (or,
if applicable, a Serviced Non-Trust Mortgage Loan Noteholder) in
respect of any
Mortgage Loan or any successor REO Mortgage Loan with respect
thereto.
"Default Interest" shall mean: (a) with respect to any Serviced
Mortgage Loan (or any successor REO Mortgage Loan with respect
thereto), any
amounts collected thereon (other than late payment charges and
Prepayment
Consideration) that represent penalty interest (arising out of a
default) in
excess of (i) interest accrued on the principal balance of such
Serviced
Mortgage Loan (or any successor REO Mortgage Loan with respect
thereto), at the
related Mortgage Rate (net of any applicable Additional Interest
Rate included
as part of such Mortgage Rate), and (ii) in the case of an ARD
Mortgage Loan (or
any successor REO Trust Mortgage Loan with respect thereto) after
the related
Anticipated Repayment Date, any Additional Interest; and (b) with
respect to any
Outside Serviced Trust Mortgage Loan (or any successor REO Trust
Mortgage Loan
with respect thereto), any amounts Received by the Trust thereon
that represent
"Default Interest" as defined under the related Outside Servicing
Agreement or,
if not defined therein, as defined under the related Co-Lender
Agreement.
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"Defaulting Party" shall have the meaning assigned thereto in
Section 7.01(b).
"Defeasance Certificate" shall have the meaning assigned thereto in
Section 3.20(k).
"Defeasance Collateral" shall mean, with respect to any Defeasance
Mortgage Loan, the Government Securities required or permitted to
be pledged in
lieu of prepayment pursuant to the terms thereof in order to obtain
a release of
the related Mortgaged Property.
"Defeasance Deposit Account" shall have the meaning assigned
thereto
in Section 3.04(a).
"Defeasance Mortgage Loan" shall mean any Mortgage Loan that
permits
the related Mortgagor to pledge Defeasance Collateral to the holder
of such
Mortgage Loan in connection with obtaining the release of all or
any portion of
the related Mortgaged Property (or permits the holder of such
Mortgage Loan to
require the related Mortgagor to pledge Defeasance Collateral to
the holder of
such Mortgage Loan in lieu of prepayment).
"Defeasance Serviced Trust Mortgage Loan" shall mean any Defeasance
Trust Mortgage Loan that is also a Serviced Trust Mortgage Loan.
"Defeasance Trust Mortgage Loan" shall mean any Trust Mortgage Loan
that is a Defeasance Mortgage Loan.
"Definitive Certificate" shall have the meaning assigned thereto in
Section 5.03(a).
"Definitive Non-Registered Certificate" shall mean any
Non-Registered Certificate that has been issued as a Definitive
Certificate.
"Definitive Subordinate Certificate" shall mean any Subordinate
Certificate that has been issued as a Definitive Certificate.
"Depositor" shall mean SASCO II.
"Depositor Backup Certification" shall have the meaning assigned
thereto in Section 8.15(j).
"Depository" shall mean The Depository Trust Company or any
successor Depository hereafter named as contemplated by Section
5.03(c). The
nominee of the initial Depository for purposes of registering those
Certificates
that are to be Book-Entry Certificates, is Cede & Co. The
Depository shall at
all times be a "clearing corporation" as defined in Section
8-102(3) of the
Uniform Commercial Code of the State of New York and a "clearing
agency"
registered pursuant to the provisions of Section 17A of the
Exchange Act.
"Depository Participant" shall mean a broker, dealer, bank or other
financial institution or other Person for whom from time to time
the Depository
effects book-entry transfers and pledges of securities deposited
with the
Depository.
"Determination Date" shall mean, individually and collectively, as
applicable in the context used, (i) the related Loan Combination
Determination
Date with respect to each Loan
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Combination and all related matters, and (ii) the Trust
Determination Date with
respect to the Mortgage Pool (exclusive of those Trust Mortgage
Loans and any
REO Trust Mortgage Loans that are part of a Loan Combination) and
all related
matters.
"Directly Operate" shall mean, with respect to any Administered REO
Property, the furnishing or rendering of services to the tenants
thereof, the
management or operation of such Administered REO Property, the
holding of such
REO Property primarily for sale or lease, the performance of any
construction
work thereon or any use of such Administered REO Property in a
trade or business
conducted by REMIC I (or, if held thereby, any related Loan REMIC)
other than
through an Independent Contractor; provided, however, that the
Trustee (or the
Special Servicer or any Sub-Servicer on behalf of the Trustee)
shall not be
considered to Directly Operate an Administered REO Property solely
because the
Trustee (or the Special Servicer or any Sub-Servicer on behalf of
the Trustee)
establishes rental terms, chooses tenants, enters into or renews
leases, deals
with taxes and insurance, or makes decisions as to repairs or
capital
expenditures with respect to such Administered REO Property.
"Discount Rate" shall mean, with respect to any prepaid Trust
Mortgage Loan or REO Trust Mortgage Loan, for purposes of
allocating any
Prepayment Consideration Received by the Trust with respect thereto
among the
respective Classes of the YM Principal Balance Certificates, a rate
which, when
compounded monthly, is equivalent to the Yield Maintenance Treasury
Rate, when
compounded semi-annually.
"Dispute" shall have the meaning assigned thereto in Section
2.03(i).
"Disqualified Non-United States Tax Person" shall mean, with
respect
to any Residual Interest Certificate, any Non-United States Tax
Person or agent
thereof other than: (1) a Non-United States Tax Person that (a)
holds such
Residual Interest Certificate and, for purposes of Treasury
regulations section
1.860G-3(a)(3), is subject to tax under Section 882 of the Code,
(b) certifies
that it understands that, for purposes of Treasury regulations
section
1.860E-1(c)(4)(ii), as a holder of such Residual Interest
Certificate for United
States federal income tax purposes, it may incur tax liabilities in
excess of
any cash flows generated by such Residual Interest Certificate and
intends to
pay taxes associated with holding such Residual Interest
Certificate, and (c)
has furnished the Transferor and the Trustee with an effective IRS
Form W-8ECI
or successor form and has agreed to update such form as required
under the
applicable Treasury regulations; or (2) a Non-United States Tax
Person that has
delivered to the Transferor, the Trustee and the Certificate
Registrar an
opinion of nationally recognized tax counsel to the effect that (x)
the Transfer
of such Residual Interest Certificate to it is in accordance with
the
requirements of the Code and the regulations promulgated thereunder
and (y) such
Transfer of such Residual Interest Certificate will not be
disregarded for
United States federal income tax purposes.
"Disqualified Organization" shall mean any of the following: (i)
the
United States, any State or any political subdivision thereof, any
foreign
government, international organization, or any agency or
instrumentality of any
of the foregoing; (ii) any organization (except certain farmers'
cooperatives
described in Section 521 of the Code) that is exempt from the tax
imposed by
Chapter 1 of the Code (unless such organization is subject to the
tax imposed by
Section 511 of the Code on unrelated business income); (iii) rural
electric and
telephone cooperatives described in Section 1381 of the Code; or
(iv) any other
Person so designated by the Trustee or the Tax Administrator based
upon an
Opinion of Counsel that the holding of an Ownership Interest in a
Residual
Interest Certificate by such Person may
-43-
cause the Trust Fund or any Person having an Ownership Interest in
any Class of
Certificates, other than such Person, to incur a liability for any
federal tax
imposed under the Code that would not otherwise be imposed but for
the Transfer
of an Ownership Interest in a Residual Interest Certificate to such
Person. The
terms "United States", "State" and "international organization"
shall have the
meanings set forth in Section 7701 of the Code or successor
provisions.
"Disqualified Partnership" shall mean any domestic entity
classified
as a partnership under the Code if any of its beneficial owners are
Disqualified
Non-United States Tax Persons.
"Distributable Certificate Interest" shall mean, with respect to
any
Class of Regular Interest Certificates for any Distribution Date,
subject to
Section 4.05(b), an amount of interest equal to (a) the amount of
Accrued
Certificate Interest in respect of such Class of Certificates for
the related
Interest Accrual Period, reduced (to not less than zero) by (b)
that portion, if
any, of the Net Aggregate Prepayment Interest Shortfall for such
Distribution
Date allocated to such Class of Certificates as provided below. For
purposes of
the foregoing, the Net Aggregate Prepayment Interest Shortfall, if
any, for each
Distribution Date shall be allocated:
(i)
to each Class of the Class ___ Certificates, in an amount
equal to the lesser of (A) the amount of Accrued Certificate
Interest with
respect to the subject Class of Class ___ Certificates for the
related
Interest Accrual Period and (B) the product of (1) the portion, if
any, of
such Net Aggregate Prepayment Interest Shortfall that is
attributable to
the ______________ Trust Mortgage Loan, multiplied by (2) a
fraction (not
greater than one or less than zero), the numerator of which is
equal to
the amount of Accrued Certificate Interest with respect to the
subject
Class of Class ___ Certificates for the related Interest Accrual
Period,
and the denominator of which is the aggregate amount of Accrued
Certificate Interest with respect to all of the Class ___
Certificates for
the related Interest Accrual Period, multiplied by (3) a fraction
(not
greater than one or less than zero), the numerator of which is the
portion
of the applicable principal prepayment or other early collection of
principal on the ______________ Trust Mortgage Loan that is
included in
the Class ___ Principal Distribution Amount for such Distribution
Date,
and the denominator of which is the entire amount of such principal
prepayment or other early collection of principal on the
______________
Trust Mortgage Loan;
(ii)
to each Class of the Class ___ Certificates in an amount
equal to the lesser of (A) the amount of Accrued Certificate
Interest with
respect to the subject Class of Class ___ Certificates for the
related
Interest Accrual Period and (B) the product of (1) the portion, if
any, of
such Net Aggregate Prepayment Interest Shortfall that is
attributable to
the ______________ Loan Component A-1b, multiplied by (2) a
fraction (not
greater than one or less than zero), the numerator of which is
equal to
the amount of Accrued Certificate Interest with respect to the
subject
Class of Class ___ Certificates for the related Interest Accrual
Period,
and the denominator of which is the aggregate amount of Accrued
Certificate Interest with respect to all of the Class ___
Certificates for
the related Interest Accrual Period; and
(iii)
to each other Class of Regular Interest Certificates in an
amount equal to the lesser of (A) the amount of Accrued Certificate
Interest with respect to the subject Class of Regular Interest
Certificates for the related Interest Accrual Period and (B) the
product
of (1) the entire amount of such Net Aggregate Prepayment Interest
Shortfall (exclusive of any portion thereof that is allocable to
the Class
___ Certificates and/or the Class ___ Certificates),
-44-
multiplied by (2) a fraction, the numerator of which is equal to
the
amount of Accrued Certificate Interest with respect to the subject
Class
of Regular Interest Certificates for the related Interest Accrual
Period,
and the denominator of which is equal to the aggregate amount of
Accrued
Certificate Interest with respect to all the Classes of Regular
Interest
Certificates (exclusive of the Class ___ Certificates and the Class
___
Certificates) for the related Interest Accrual Period.
"Distributable Component Interest" shall mean, with respect to any
REMIC III Component of either Class of Interest-Only Certificates
for any
Distribution Date, subject to Section 4.05(b), an amount of
interest equal to
(a) the amount of Accrued Component Interest in respect of such
REMIC III
Component for the related Interest Accrual Period, reduced (to not
less than
zero) by (b) the product of (i) the entire portion of any Net
Aggregate
Prepayment Interest Shortfall for such Distribution Date that was
allocated to
such Class of Interest-Only Certificates in accordance with the
definition of
"Distributable Certificate Interest", multiplied by (ii) a
fraction, the
numerator of which is the amount of any Accrued Component Interest
in respect of
such REMIC III Component for the related Interest Accrual Period,
and the
denominator of which is the amount of the Accrued Certificate
Interest in
respect of such Class of Interest-Only Certificates for the related
Interest
Accrual Period.
"Distribution Date" shall mean the date each month, commencing in
_____________ 200_, on which, among other things, the Trustee is to
make
distributions on the Certificates, which date shall be the fourth
Business Day
following the Trust Determination Date in such calendar month.
"Distribution Date Statement" shall have the meaning assigned
thereto in Section 4.02(a).
"Document Defect" shall have the meaning assigned thereto in
Section
2.03(a).
"Due Date" shall mean: (i) with respect to any Mortgage Loan on or
prior to its Stated Maturity Date, the day of the month set forth
in the related
Mortgage Note on which each Monthly Payment on such Mortgage Loan
is scheduled
to be first due; (ii) with respect to any Mortgage Loan after its
Stated
Maturity Date, the day of the month set forth in the related
Mortgage Note on
which each Monthly Payment on such Mortgage Loan had been scheduled
to be first
due; and (iii) with respect to any REO Mortgage Loan, the day of
the month set
forth in the related Mortgage Note on which each Monthly Payment on
the related
Mortgage Loan had been scheduled to be first due.
"Early Defeasance Trust Mortgage Loan" shall mean, subject to
Section 2.06(b), any Trust Mortgage Loan that provides the related
Mortgagor
with the option to defease such Trust Mortgage Loan in its entirety
prior to the
second anniversary of the Closing Date. The Early Defeasance Trust
Mortgage
Loans, if any, are identified on Schedule VII hereto. If Schedule
VII hereto
does not identify any Trust Mortgage Loan as an Early Defeasance
Trust Mortgage
Loan, then Section 2.06(b) shall apply.
"EDGAR" shall mean the Commission's Electronic Data Gathering,
Analysis and Retrieval system.
"Eligible Account" shall mean any of: (i) an account maintained
with
a federal or state chartered depository institution or trust
company, the
long-term deposit or unsecured debt obligations of which are rated
at least
"AA-" (or, if such depository institution or trust company has
short-term
unsecured debt obligations rated at least "A-1" by S&P, at
least "A-") by S&P,
at least "AA-" by Fitch and, if applicable, at least "Aa3" by
Moody's (or, in
the case of either Rating Agency or, if applicable,
-45-
Moody's, such lower rating as will not result in an Adverse Rating
Event with
respect to any Class of Certificates or, if applicable, any class
of Specially
Designated Non-Trust Mortgage Loan Securities that is rated by such
Rating
Agency or, if applicable, Moody's, as evidenced in writing by such
Rating Agency
or, if applicable, Moody's) at any time funds are on deposit
therein (if such
funds are to be held for more than 30 days), or the short-term
deposits of which
are rated at least "A-1" by S&P, at least "F-1" by Fitch and,
if applicable, at
least "P-1" by Moody's (or, in the case of either Rating Agency or,
if
applicable, Moody's, such lower rating as will not result in an
Adverse Rating
Event with respect to any Class of Certificates or, if applicable,
any class of
Specially Designated Non-Trust Mortgage Loan Securities, that is
rated by such
Rating Agency or, if applicable, Moody's, as evidenced in writing
by such Rating
Agency or, if applicable, Moody's) at any time funds are on deposit
therein (if
such funds are to be held for 30 days or less); or (ii) a
segregated trust
account maintained with the trust department of a federal or state
chartered
depository institution or trust company acting in its fiduciary
capacity (which
may be the Trustee), which has a combined capital and surplus of at
least
$50,000,000, is subject to supervision or examination by federal or
state
authority and, in the case of a state chartered depository
institution or trust
company, is subject to regulations regarding fiduciary funds on
deposit therein
substantially similar to 12 CFR ss. 9.10(b); or (iii) any other
account, the use
of which would not, in and of itself, cause an Adverse Rating Event
with respect
to any Class of Certificates or, if applicable, any class of
Specially
Designated Non-Trust Mortgage Loan Securities that, in any event,
is rated by
either Rating Agency or, if applicable, Moody's, as evidenced in
writing by such
Rating Agency or, if applicable, Moody's; provided that the
references to
Moody's and to the ratings thereof in clauses (i) and (iii) of this
definition
shall not apply unless the account in question relates solely to a
Serviced Loan
Combination that includes one or more Specially Designated
Securitized Non-Trust
Mortgage Loans or any successor REO Mortgage Loans with respect
thereto that
back Specially Designated Non-Trust Mortgage Loan Securities rated
by Moody's.
"Environmental Assessment" shall mean a "Phase I assessment" as
described in and meeting the criteria of Chapter 5 of the Fannie
Mae Multifamily
Guide and the ASTM Standard for Environmental Site Assessments,
each as amended
from time to time.
"Environmental Insurance Policy" shall mean, with respect to any
Mortgaged Property or REO Property, any insurance policy covering
pollution
conditions and/or other environmental conditions that is maintained
from time to
time in respect of such Mortgaged Property or REO Property, as the
case may be,
for the benefit of, among others, the Trustee on behalf of the
Certificateholders.
"Environmentally Insured Mortgage Loans" shall mean the Serviced
Mortgage Loans identified on Schedule IV hereto.
"ERISA" shall mean the Employee Retirement Income Security Act of
1974, as amended.
"Escrow Payment" shall mean any payment received by the Master
Servicer or the Special Servicer for the account of any Mortgagor
for
application toward the payment of real estate taxes, assessments,
insurance
premiums, ground rents (if applicable) and other items for which an
escrow has
been created in respect of the related Mortgaged Property.
"Euroclear" shall mean The Euroclear System or any successor.
"Event of Default" shall have the meaning assigned thereto in
Section 7.01(a).
-46-
"Excess Defeasance Deposit Proceeds" shall mean, with respect to an
Early Defeasance Trust Mortgage Loan for which the related
Mortgagor has
exercised its option to defease such Trust Mortgage Loan prior to
the second
anniversary of the Closing Date, subject to Section 2.06(b), the
excess, if any,
of any cash amount tendered by such Mortgagor in order to purchase
Defeasance
Collateral or other permitted collateral for purposes of defeasing
such Trust
Mortgage Loan in accordance with the related loan documents, over
an amount
equal to, with respect to such Trust Mortgage Loan, the aggregate
of the amounts
specified in clauses (a) through (e) of the definition of "Purchase
Price" in
this Agreement.
"Excess Liquidation Proceeds" shall mean the excess, if any, of (a)
the Net Liquidation Proceeds from the sale or liquidation of a
Specially
Serviced Trust Mortgage Loan or an Administered REO Property, net
of (i)
interest on any related Advances, (ii) any related Servicing
Advances, (iii) any
Liquidation Fee payable from such Net Liquidation Proceeds, and
(iv) in the case
of a Trust Mortgage Loan that is part of, or an REO Property that
relates to, a
Serviced Loan Combination, the portion of such Net Liquidation
Proceeds payable
to the related Non-Trust Mortgage Loan Noteholder(s), over (b) the
amount needed
to pay off the subject Trust Mortgage Loan or the related REO Trust
Mortgage
Loan, as applicable, in full.
"Excess Liquidation Proceeds Account" shall mean the segregated
account or accounts (or the segregated sub-account of the
Collection Account)
created and maintained by the Trustee pursuant to Section 3.04(d)
in trust for
the Certificateholders, which shall be entitled "[NAME OF TRUSTEE],
as Trustee,
in trust for the registered holders of LB-UBS Commercial Mortgage
Trust 200_-C_,
Commercial Mortgage Pass-Through Certificates, Series 200_-C_".
"Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.
"Exchange Act Reports" shall have the meaning assigned thereto in
Section 8.15(a).
"Exemption-Favored Party" shall mean any of (i) Lehman Brothers,
(ii) any Person directly or indirectly, through one or more
intermediaries,
controlling, controlled by or under common control with Lehman
Brothers, and
(iii) any member of any underwriting syndicate or selling group of
which any
Person described in clauses (i) and (ii) is a manager or co-manager
with respect
to a Class of Investment Grade Certificates.
"Fannie Mae" shall mean the Federal National Mortgage Association
or
any successor.
"FASB 140" shall mean the Financial Accounting Standards Board's
Statement No. 140, entitled "Accounting for Transfers and Servicing
of Financial
Assets and Extinguishment of Liabilities", issued in September
2002.
"FDIC" shall mean the Federal Deposit Insurance Corporation or any
successor.
"FHLMC" shall mean the Federal Home Loan Mortgage Corporation or
any
successor.
"Filing Agent" shall have the meaning assigned thereto in Section
2.01(c).
"Filing Letter Agreement" shall have the meaning assigned thereto
in
Section 2.01(c).
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"Final Distribution Date" shall mean the Distribution Date on which
the final distribution is to be made with respect to the
Certificates in
connection with a termination of the Trust Fund pursuant to Article
IX.
"Final Recovery Determination" shall mean a determination by the
Special Servicer with respect to any Specially Serviced Mortgage
Loan or
Administered REO Property that there has been a recovery of all
Insurance
Proceeds, Condemnation Proceeds, Liquidation Proceeds and other
payments or
recoveries that the Special Servicer has determined, in accordance
with the
Servicing Standard, will be ultimately recoverable; provided that
the term
"Final Recovery Determination" shall not apply to (i) a Specially
Serviced
Mortgage Loan that was paid in full; or (ii) a Specially Serviced
Trust Mortgage
Loan or Administered REO Property, as the case may be, that was the
subject of a
Permitted Purchase; and provided, further, that the term "Final
Recovery
Determination" shall include any comparable determination made with
respect to
an Outside Serviced Trust Mortgage Loan or any related REO Property
by a related
Outside Servicer pursuant to the related Outside Servicing
Agreement.
"Fiscal Agent" shall mean _______________, in its capacity as
fiscal
agent hereunder, or any successor fiscal agent appointed as herein
provided.
"Fitch" shall mean Fitch, Inc. or its successor in interest. If
neither such rating agency nor any successor remains in existence,
"Fitch" shall
be deemed to refer to such other nationally recognized statistical
rating agency
or other comparable Person designated by the Depositor, notice of
which
designation shall be given to the Trustee, the Fiscal Agent, the
Master Servicer
and the Special Servicer, and specific ratings of Fitch, Inc.
herein referenced
shall be deemed to refer to the equivalent ratings of the party so
designated.
"Form 8-K" shall mean Exchange Act Form 8-K, as and to the extent
that such form is applicable for an asset-backed issuer to satisfy
its reporting
requirements under the Exchange Act, and the rules and regulations
promulgated
thereunder, including for purposes of filing current reports under
Section 13 or
15(d) of the Exchange Act, filed pursuant to Rule 13a-11 or Rule
15d-11, and for
reports of nonpublic information required to be disclosed by
Regulation FD (17
CFR 243.100 and 243.101). For purposes of this Agreement, "Form
8-K" shall be
deemed to include any successor or equivalent Exchange Act form
adopted by the
Commission.
"Form 8-K Relevant Information" shall mean the following items of
information [THE FOLLOWING ITEMS ARE SUBJECT TO CHANGE BASED ON
CONTRACT
NEGOTIATIONS]:
(i)
the entry into or amendment to a definitive agreement that
is material to the asset backed securities transaction contemplated
by
this Agreement, including a servicing agreement with a Servicer
contemplated by Item 1108(a)(3) of Regulation AB;
(ii)
the termination of a definitive agreement that is that is
material to the asset backed securities transaction contemplated by
this
Agreement (otherwise than by expiration of the agreement on its
stated
termination date or as a result of all parties completing their
obligations under such agreement);
(iii)
the appointment of a receiver, fiscal agent or similar
officer for any Material Debtor in a proceeding under the U.S.
Bankruptcy
Code or in any other proceeding under state or federal law in which
a
court or governmental authority has assumed jurisdiction over
-48-
substantially all of the assets or business of any Material Debtor,
including where such jurisdiction has been assumed by leaving the
existing
directors and officers in possession but subject to the supervision
and
orders of a court or governmental authority;
(iv)
the entry of an order confirming a plan of reorganization,
arrangement or liquidation of a Material Debtor by a court or
governmental
authority having supervision or jurisdiction over substantially all
of the
assets or business of such Material Debtor;
(v)
any event that has occurred hereunder that would materially
alter the payment priority or distribution of cash flows regarding
the
Certificates;
(vi)
any material modification to the rights of the Holders of
any Class of Certificates, including by reason of a modification to
this
Agreement, a Mortgage Loan Purchase Agreement or any other
constituent
instrument;
(vii)
any material limitation or qualification of the rights
evidenced by any Class of Certificates by reason of the
modification of
any other Class of Certificates;
(viii)
any amendment to this Agreement pursuant to Section 11.01;
(ix)
any resignation, removal, replacement or substitution of the
Trustee, the Master Servicer, the Special Servicer, or any
Sub-Servicer,
subcontractor or agent acting on behalf of any party hereto, which
Sub-Servicer, subcontractor or agent constitutes, as regards the
Trust
Fund, a Servicer contemplated by Item 1108(a)(2) of Regulation AB;
(x)
any appointment of a new Trustee, new Master Servicer, new
Special Servicer, or any new Sub-Servicer, subcontractor or agent
acting
on behalf of any party hereto, which Sub-Servicer, subcontractor or
agent
constitutes, as regards the Trust Fund, a Servicer contemplated by
Item
1108(a)(2) of Regulation AB;
(xi)
any material enhancement or support specified in Item
1114(a)(1) through (3) of Regulation AB or Item 1115 of Regulation
AB that
was previously applicable regarding one or more Classes of the
Certificates has terminated other than by expiration of the
contract on
its stated termination date or as a result of all parties
completing their
obligations under such agreement;
(xii)
any material failure on the part of the Trustee to make on
the applicable Distribution Date any required monthly distributions
to the
Holders of any Class of Certificates;
(xiii)
any nonpublic disclosure with respect to the asset-backed
securitization contemplated by this Agreement, that is required to
be
disclosed by Regulation FD (17 CFR 243.100 through 243.103); and
(xiv)
any other information of importance to Certificateholders
that is not otherwise required to be included in the Distribution
Date
Statement or any other report to be delivered or otherwise made
available
to Certificateholders hereunder.
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"Form 8-K Required Information" shall mean any and all information
required pursuant to the Exchange Act and/or the rules and
regulations
promulgated thereunder to be reported by an asset-backed issuer
under Form 8-K.
"Form 10-D" shall mean Exchange Act Form 10-D, as and to the extent
that such form is applicable for an asset-backed issuer to satisfy
its reporting
requirements under the Exchange Act, and the rules and regulations
promulgated
thereunder, including for purposes of filing distribution reports
under Section
13 or 15(d) of the Exchange Act, filed pursuant to Rule 13a-17 or
Rule 15d-17.
For purposes of this Agreement, "Form 10-D" shall be deemed to
include any
successor or equivalent Exchange Act form adopted by the
Commission.
"Form 10-D Relevant Information" shall mean the following items of
information required [THE FOLLOWING ITEMS ARE SUBJECT TO CHANGE
BASED ON
CONTRACT NEGOTIATIONS]:
(i)
the commencement or termination of, or any material
developments regarding, any legal proceedings pending against any
Material
Litigant, or of which any property of a Material Litigant is the
subject,
that are material to Certificateholders, or any threat by a
governmental
authority to bring any such legal proceedings;
(ii)
any material default in the payment of principal and
interest on, or any other material default with respect to, any
Class of
Certificates;
(iii)
any Event of Default;
(iv)
the submission of any matter to a vote by
Certificateholders;
(v)
whether any Mortgagor or other Person has become a
significant obligor (within the meaning of Item 1101(k) of
Regulation AB)
with respect to the Mortgage Pool;
(vi)
the receipt of any updated information regarding a
significant obligor (within the meaning of Item 1101(k) of
Regulation AB)
with respect to the Mortgage Pool that is required pursuant to Item
1112(b) of Regulation AB; and
(vii)
the receipt of any updated information regarding an
enhancement provider with respect to any Class of Certificates that
is
required pursuant to Item 1114(b)(2) or Item 1115(b) of Regulation
AB.
"Form 10-D Required Information" shall mean any and all information
required pursuant to the Exchange Act and/or the rules and
regulations
promulgated thereunder to be reported by an asset-backed issuer
under Form 10-D.
"Form 10-K" shall mean Exchange Act Form 10-K, as and to the extent
that such form is applicable for an asset-backed issuer to satisfy
its reporting
requirements under the Exchange Act, and the rules and regulations
promulgated
thereunder, including for purposes of filing annual reports
pursuant to Section
13 or 15(d) of the Exchange Act for which no other form is
prescribed, as well
as for filing transition reports pursuant to Section 13 or 15(d) of
the Exchange
Act. For purposes of this
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Agreement, "Form 10-K" shall be deemed to include any successor or
equivalent
Exchange Act form adopted by the Commission.
"Form 10-K Relevant Information" shall mean the following items of
information required [THE FOLLOWING ITEMS ARE SUBJECT TO CHANGE
BASED ON
CONTRACT NEGOTIATIONS]:
(i)
whether any Mortgagor or other Person has become a
significant obligor (within the meaning of Item 1101(k) of
Regulation AB)
with respect to the Mortgage Pool;
(ii)
the receipt of any updated information regarding a
significant obligor (within the meaning of Item 1101(k) of
Regulation AB)
with respect to the Mortgage Pool that is required pursuant to Item
1112(b) of Regulation AB;
(iii)
the receipt of any updated information regarding an
enhancement provider with respect to any Class of Certificates that
is
required pursuant to Item 1114(b)(2) or Item 1115(b) of Regulation
AB;
(iv)
the commencement or termination of, or any material
developments regarding, any legal proceedings pending against any
Material
Litigant, or of which any property of a Material Litigant is the
subject,
that are material to Certificateholders, or any threat by a
governmental
authority to bring any such legal proceedings;
(v)
whether LBHI, the UBS Mortgage Loan Seller, the Depositor or
the Trust became an affiliate (as defined in Rule 405 of the
Securities
Act) of any of the following parties, as well as whether any of the
following parties became an affiliate (as defined in Rule 405 of
the
Securities Act) of any of the other following parties--(A) the
Master
Servicer, (B) the Special Servicer, (C) any Sub-Servicer,
subcontractor or
agent on behalf of any party hereto, which Sub-Servicer,
subcontractor or
agent constitutes, as regards the Trust Fund, a Servicer
contemplated by
Item 1108(a)(3) of Regulation AB, (D) the Trustee, (E) any
originator of
Trust Mortgage Loans contemplated by Item 1110 of this Regulation
AB, (F)
any significant obligor (within the meaning of Item 1101(k) of
Regulation
AB) with respect to the Mortgage Pool contemplated by Item 1112 of
Regulation AB, (G) any enhancement or support provider with respect
to any
Class of Certificates contemplated by Item 1114 or Item 1115 of
Regulation
AB and (H) any other material parties related to the Certificates
contemplated by Item 1100(d)(1) of Regulation AB;
(vi)
whether any business relationship, agreement, arrangement,
transaction or understanding was entered into outside the ordinary
course
of business or on terms other than would be obtained in an arm's
length
transaction with an unrelated third party, apart from the
asset-backed
securitization contemplated by this Agreement, between LBHI, the
UBS
Mortgage Loan Seller, the Depositor or the Trust and any of the
parties in
subclauses (A) through (H) of the immediately preceding clause (v),
or any
affiliates of such parties, that currently exist or that existed
during
the past two (2) years and that is material to an investor's
understanding
of the Certificates; and
(vii)
to the extent material, any specific relationships involving
or relating to the asset-backed securitization contemplated by this
Agreement or the Trust Fund between LBHI, the UBS Mortgage Loan
Seller,
the Depositor or the Trust and any of the parties in subclauses (A)
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through (H) of the immediately preceding clause (v), or any
affiliates of
such parties, that currently exist or that existed during the past
two (2)
years.
"Form 10-K Required Information" shall mean any and all information
required pursuant to the Exchange Act and/or the rules and
regulations
promulgated thereunder to be reported by an asset-backed issuer
under Form 10-K.
"FV Bid" shall have the meaning assigned thereto in Section
3.18(d).
"FV Price" shall have the meaning assigned thereto in Section
3.18(c).
"GAAP" shall mean generally accepted accounting principles in the
United States of America.
"General Special Servicer" shall have the meaning assigned thereto
in Section 7.01(e).
"Global Certificate" shall mean, with respect to any Class of
Book-Entry Non-Registered Certificates, either the related Rule
144A Global
Certificate or the related Regulation S Global Certificate.
"Government Securities" shall mean "Government Securities" as
defined in Section 2(a)(16) of the Investment Company Act of 1940,
excluding any
such securities that are not acceptable to either Rating Agency as
Defeasance
Collateral.
"Grantor Trust" shall mean, subject to Section 2.05(b), that
certain
"grantor trust" (within the meaning of the Grantor Trust
Provisions) consisting
of the Grantor Trust Assets.
"Grantor Trust Assets" shall mean, subject to Section 2.05(b), any
collections of Additional Interest Received by the Trust with
respect to any ARD
Trust Mortgage Loans and any successor REO Trust Mortgage Loans
with respect
thereto.
"Grantor Trust Provisions" shall mean Subpart E of Part 1 of
Subchapter J of the Code, including Treasury regulations section
301.7701-4(c)(2).
"Ground Lease" shall mean, with respect to any Mortgage Loan for
which the related Mortgagor has a leasehold interest in the related
Mortgaged
Property, the lease agreement(s) (including any lease agreement
with respect to
a master space lease) creating such leasehold interest.
"Group ___ REMIC II Regular Interest" shall mean any of REMIC II
Regular Interest ___-1, REMIC II Regular Interest ___-2, REMIC II
Regular
Interest ___-3 and REMIC II Regular Interest ___-4.
"Group ___ REMIC II Regular Interest" shall mean any of REMIC II
Regular Interest ___-1, REMIC II Regular Interest ___-2, REMIC II
Regular
Interest ___-3, REMIC II Regular Interest ___-4, REMIC II Regular
Interest
___-5, REMIC II Regular Interest ___-6 and REMIC II Regular
Interest ___-7.
"Group 1 Trust Mortgage Loan" shall mean any Trust Mortgage Loan
identified on the Trust Mortgage Loan Schedule as belonging to Loan
Group No. 1.
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"Group 2 Trust Mortgage Loan" shall mean any Trust Mortgage Loan
identified on the Trust Mortgage Loan Schedule as belonging to Loan
Group No. 2.
"Hazardous Materials" shall mean any dangerous, toxic or hazardous
pollutants, chemicals, wastes, or substances, including those so
identified
pursuant to CERCLA or any other federal, state or local
environmental related
laws and regulations now existing or hereafter enacted, and
specifically
including asbestos and asbestos-containing materials,
polychlorinated biphenyls,
radon gas, petroleum and petroleum products and urea formaldehyde.
"Holder" shall mean a Certificateholder.
"HUD-Approved Servicer" shall mean a servicer that is a mortgagee
approved by the Secretary of Housing and Urban Development pursuant
to Sections
203 and 211 of the National Housing Act.
"Independent" shall mean, when used with respect to any specified
Person, any such Person who (i) is in fact independent of the
Depositor, each
Mortgage Loan Seller, the Master Servicer, the Special Servicer,
any Controlling
Class Certificateholder, any Class ___ Certificateholder, any Class
___
Certificateholder, any Non-Trust Mortgage Loan Noteholder and any
and all
Affiliates thereof, (ii) does not have any direct financial
interest in or any
material indirect financial interest in any of the Depositor, any
Mortgage Loan
Seller, the Master Servicer, the Special Servicer, any Controlling
Class
Certificateholder, any Class ___ Certificateholder, any Class ___
Certificateholder, any Non-Trust Mortgage Loan Noteholder, or any
Affiliate
thereof, and (iii) is not connected with the Depositor, any
Mortgage Loan
Seller, the Master Servicer, the Special Servicer, any Controlling
Class
Certificateholder, any Class ___ Certificateholder, any Class ___
Certificateholder, any Non-Trust Mortgage Loan Noteholder or any
Affiliate
thereof as an officer, employee, promoter, underwriter, trustee,
partner,
director or Person performing similar functions; provided, however,
that a
Person shall not fail to be Independent of the Depositor, a
Mortgage Loan
Seller, the Master Servicer, the Special Servicer, a Controlling
Class
Certificateholder, a Class ___ Certificateholder, a Class ___
Certificateholder,
a Non-Trust Mortgage Loan Noteholder or any Affiliate thereof
merely because
such Person is the beneficial owner of 1% or less of any class of
securities
issued by the Depositor, such Mortgage Loan Seller, the Master
Servicer, the
Special Servicer, such Controlling Class Certificateholder, such
Class ___
Certificateholder, such Class ___ Certificateholder, such Non-Trust
Mortgage
Loan Noteholder or any Affiliate thereof, as the case may be;
provided that such
ownership constitutes less than 1% of the total assets owned by
such Person.
"Independent Appraiser" shall mean an Independent professional real
estate appraiser who (i) is a member in good standing of the
Appraisal
Institute, (ii) if the state in which the subject Mortgaged
Property is located
certifies or licenses appraisers, is certified or licensed in such
state, and
(iii) has a minimum of five years experience in the subject
property type and
market.
"Independent Contractor" shall mean: (a) any Person that would be
an
"independent contractor" with respect to REMIC I (or, solely for
purposes of an
Early Defeasance Trust Mortgage Loan or any corresponding REO
Property, any
related Loan REMIC) within the meaning of Section 856(d)(3) of the
Code if such
REMIC Pool were a real estate investment trust (except that the
ownership test
set forth in that section shall be considered to be met by any
Person that owns,
directly or indirectly, 35 percent or more of any Class of
Certificates, or such
other interest in any Class of Certificates as is set forth in an
Opinion of
Counsel, which shall be at no expense to the Master Servicer, the
Special
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Servicer, the Trustee or the Trust Fund, delivered to the Trustee
(and, if a
Serviced Loan Combination is involved, to the related Serviced
Non-Trust
Mortgage Loan Noteholder(s)), provided that (i) such REMIC Pool
does not receive
or derive any income from such Person and (ii) the relationship
between such
Person and such REMIC Pool is at arm's length, all within the
meaning of
Treasury regulations section 1.856-4(b)(5); or (b) any other Person
upon receipt
by the Trustee (and, if a Serviced Loan Combination is involved, by
the related
Serviced Non-Trust Mortgage Loan Noteholder(s)) of an Opinion of
Counsel, which
shall be at no expense to the Master Servicer, the Special
Servicer, the Trustee
or the Trust Fund, to the effect that the taking of any action in
respect of any
Administered REO Property by such Person, subject to any conditions
therein
specified, that is otherwise herein contemplated to be taken by an
Independent
Contractor, will not cause such Administered REO Property to cease
to qualify as
"foreclosure property" within the meaning of Section 860G(a)(8) of
the Code for
purposes of Section 860D(a) of the Code, or cause any income
realized in respect
of such Administered REO Property to fail to qualify as Rents from
Real
Property, due to such Person's failure to be treated as an
Independent
Contractor.
"Initial Bidder" shall have the meaning assigned thereto in Section
3.18(d).
"Initial Deposit" shall mean, with respect to each Initial Deposit
Mortgage Loan, if any, the supplemental payment from the related
Mortgage Loan
Seller identified on Schedule V hereto, in the amount specified for
such Initial
Deposit Mortgage Loan on Schedule V hereto.
"Initial Deposit Mortgage Loans" shall mean each of the Trust
Mortgage Loans, if any, identified on Schedule V hereto.
"Initial Pool Balance" shall mean the aggregate of the Cut-off Date
Balances of all the Trust Mortgage Loans.
"Initial Resolution Period" shall have the meaning assigned thereto
in Section 2.03(a).
"Institutional Accredited Investor" or "IAI" shall mean an
"accredited investor" as defined in any of paragraphs (1), (2), (3)
and (7) of
Rule 501(a) under the Securities Act or any entity in which all of
the equity
owners come within such paragraphs.
"Insurance Policy" shall mean, with respect to any Mortgage Loan,
any hazard insurance policy, flood insurance policy, title policy,
Environmental
Insurance Policy or other insurance policy that is maintained from
time to time
in respect of such Mortgage Loan or the related Mortgaged Property.
"Insurance Proceeds" shall mean the proceeds paid under any
Insurance Policy, to the extent such proceeds are not applied to
the restoration
of the related Mortgaged Property, released to the Mortgagor, or
any tenants or
ground lessors, as the case may be, pursuant to the terms of the
related
Mortgage or lease, in accordance with the Servicing Standard.
"Insured Environmental Event" shall have the meaning assigned
thereto in Section 3.07(d).
"Interest Accrual Basis" shall mean the basis on which interest
accrues in respect of any Mortgage Loan, any REO Mortgage Loan, any
Loan REMIC
Regular Interest, any REMIC I Regular
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Interest, any REMIC II Regular Interest, any Class of Regular
Interest
Certificates or any particular REMIC III Component of a Class of
Interest-Only
Certificates, in each case consisting of one of the following: (i)
a 360-day
year consisting of twelve 30-day months; (ii) actual number of days
elapsed in a
360-day year; (iii) actual number of days elapsed in a 365-day
year; or (iv)
actual number of days elapsed in an actual calendar year (taking
account of leap
year).
"Interest Accrual Period" shall mean, with respect to any
Distribution Date, the period commencing on the 11th calendar day
of the month
immediately preceding the month in which such Distribution Date
occurs and
ending on the 10th calendar day of the month in which such
Distribution Date
occurs.
"Interest-Only Certificates" shall mean, collectively, the Class
X-CL and Class X-CP Certificates.
"Interested Person" shall mean the Depositor, the Master Servicer,
the Special Servicer, the Trustee, the Fiscal Agent, any
Certificateholder, or
any Affiliate of any such Person.
"Interest Reserve Account" shall mean the segregated account or
accounts (or the segregated sub-account of the Collection Account)
created and
maintained by the Trustee pursuant to Section 3.04(c) in trust for
Certificateholders, which shall be entitled "[NAME OF TRUSTEE], as
Trustee, in
trust for the registered holders of LB-UBS Commercial Mortgage
Trust 200_-C_,
Commercial Mortgage Pass-Through Certificates, Series 200_-C_".
"Interest Reserve Amount" shall mean, with respect to each Interest
Reserve Mortgage Loan and Interest Reserve REO Mortgage Loan, for
any
Distribution Date that occurs during February of 2006 or February
of any year
thereafter or that occurs during January of 2006 or January of any
year
thereafter that is not a leap year, an amount equal to one day's
interest
accrued at the related Mortgage Rate (net of the related Additional
Interest
Rate, in the case of an ARD Trust Mortgage Loan or any successor
REO Trust
Mortgage Loan with respect thereto after the related Anticipated
Repayment Date,
and net of the Actual/360 Equivalent of the related Outside
Servicing Fee Rate,
in the case of an Outside Serviced Trust Mortgage Loan or any
successor REO
Trust Mortgage Loan with respect thereto) on the related Stated
Principal
Balance as of the Due Date in the month in which such Distribution
Date occurs
(but prior to the application of any amounts due on such Due Date),
to the
extent that a Monthly Payment or an Assumed Monthly Payment, as
applicable, is
Received by the Trust in respect thereof for such Due Date as of
the related
Determination Date or a P&I Advance is made under this
Agreement in respect
thereof for such Due Date by such Distribution Date; provided that,
in the case
of the ______________ Trust Mortgage Loan or any successor REO
Trust Mortgage
Loan with respect thereto, the Interest Reserve Amount shall be
calculated based
on the Stated Principal Balance of, and be solely allocable to, the
______________ Loan Component A-1a. For purposes of the prior
sentence, the term
"Actual/360 Equivalent of the related Outside Servicing Fee Rate"
means a rate
per annum equal to the product of (a) the subject Outside Servicing
Fee Rate,
multiplied by (b) a fraction, expressed as a percentage, the
numerator of which
is 30 and the denominator of which is the number of days in the
related Interest
Accrual Period.
"Interest Reserve Mortgage Loan" shall mean any Trust Mortgage Loan
that accrues interest on an Actual/360 Basis.
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"Interest Reserve REO Mortgage Loan" shall mean any REO Trust
Mortgage Loan as to which the predecessor Trust Mortgage Loan was
an Interest
Reserve Mortgage Loan.
"Investment Account" shall have the meaning assigned thereto in
Section 3.06(a).
"Investment Grade Certificate" shall mean, as of any date of
determination, a Certificate that is rated in one of the four
highest generic
rating categories by at least one Rating Agency.
"Investment Period" shall mean: (a) with respect to any investment
of funds in any Master Servicer Account (other than a Custodial
Account) or any
REO Account, the period that ends at the close of business (New
York City time)
on each Trust Determination Date (or, if the subject Investment
Account relates
solely to a Serviced Loan Combination, on each related Loan
Combination
Determination Date) and commences immediately following the end of
the prior
such period (or, in the case of the first such period, commences on
the Closing
Date); (b) with respect to any investment of funds in the Pool
Custodial
Account, the Interest Reserve Account or the Excess Liquidation
Proceeds
Account, the period that ends at the close of business (New York
City time) on
the Business Day prior to each Trust Master Servicer Remittance
Date and
commences immediately following the end of the prior such period
(or, in the
case of the first such period, commences on the Closing Date); (c)
with respect
to any investment of funds in any Loan Combination Custodial
Account, the period
that ends at the close of business (New York City time) on the
Business Day
prior to each related Loan Combination Master Servicer Remittance
Date and
commences immediately following the end of the prior such period
(or, in the
case of the first such period, commences on the Closing Date); and
(d) with
respect to any investment of funds in the Collection Account, the
period that
ends at the close of business (New York City time) on each Trust
Master Servicer
Remittance Date and commences immediately following the end of the
prior such
period (or, in the case of the first such period, commences on the
Closing
Date); provided that, if and to the extent that the depository
institution
maintaining any REO Account, Custodial Account or Trustee Account
is the obligor
on any investment of funds in such Investment Account, and if such
funds are to
be transferred to another Investment Account or distributed to
Certificateholders or any Serviced Non-Trust Mortgage Loan
Noteholder on the
Business Day following the end of any particular Investment Period
(determined
without regard to this proviso) for such investment, then such
Investment Period
shall be deemed extended through such time on such next succeeding
Business Day
when such transfer or distribution is to occur.
"IRS" shall mean the Internal Revenue Service or any successor
agency.
"____________" shall mean ______________________ or its successor
in
interest.
"Late Collections" shall mean: (a) with respect to any Trust
Mortgage Loan, all amounts Received by the Trust in connection
therewith during
any related Collection Period, whether as payments, Insurance
Proceeds,
Condemnation Proceeds, Liquidation Proceeds or otherwise, which
represent late
collections of the principal and/or interest portions of a Monthly
Payment
(other than a Balloon Payment) or an Assumed Monthly Payment in
respect of such
Trust Mortgage Loan due or deemed due on a Due Date in a previous
related
Collection Period, or on a Due Date coinciding with or preceding
the Cut-off
Date, and not previously recovered; and (b) with respect to any REO
Trust
Mortgage Loan, all amounts Received by the Trust in connection with
the related
REO Property during any related Collection Period, whether as
Insurance
Proceeds, Condemnation Proceeds, Liquidation Proceeds, REO Revenues
or
otherwise, which represent late collections of the principal and/or
interest
portions of a Monthly Payment (other than a Balloon Payment) or an
Assumed
Monthly Payment in
-56-
respect of the predecessor Trust Mortgage Loan, or the principal
and/or interest
portions of an Assumed Monthly Payment in respect of such REO Trust
Mortgage
Loan, due or deemed due on a Due Date in a previous related
Collection Period
and not previously recovered.
"LBHI" shall mean Lehman Brothers Holdings Inc. or its successor in
interest.
"LBHI/Depositor Mortgage Loan Purchase Agreement" shall mean that
certain Mortgage Loan Purchase Agreement dated as of ____________,
200_, between
LBHI and the Depositor.
"LBHI Trust Mortgage Loan" shall mean any Trust Mortgage Loan
transferred by LBHI to the Depositor, pursuant to the
LBHI/Depositor Mortgage
Loan Purchase Agreement.
"LB-UBS Series 200_-C_ Certificates" shall have the meaning
assigned
thereto in the Preliminary Statement.
"LB-UBS Series 200_-C_ Securitization" shall have the meaning
assigned thereto in the Preliminary Statement.
"LB-UBS Series 200_-C_ Certificates" shall have the meaning
assigned
thereto in the Preliminary Statement.
"LB-UBS Series 200_-C_ Securitization" shall have the meaning
assigned thereto in the Preliminary Statement.
"Legal Final Distribution Date" shall mean, with respect to any
Loan
REMIC Regular Interest, any REMIC I Regular Interest, any REMIC II
Regular
Interest, any Class of Regular Interest Certificates or any
particular REMIC III
Component of a Class of Interest-Only Certificates, the "latest
possible
maturity date" thereof, calculated solely for purposes of
satisfying Treasury
regulations section 1.860G-1(a)(4)(iii).
"Lehman Brothers" shall mean Lehman Brothers Inc. or its successor
in interest.
"Lehman Mortgage Loan Seller" shall mean: (a) LBHI in matters
relating to a LBHI Trust Mortgage Loan; and (b) LUBS in matters
relating to a
LUBS Trust Mortgage Loan.
"Lehman Trust Mortgage Loan" shall mean any LBHI Trust Mortgage
Loan
or LUBS Trust Mortgage Loan, as applicable.
"Liquidation Event" shall mean: (a) with respect to any Trust
Mortgage Loan or Serviced Non-Trust Mortgage Loan, any of the
following
events--(i) such Mortgage Loan is paid in full, (ii) a Final
Recovery
Determination is made with respect to such Mortgage Loan, or (iii)
in the case
of a Trust Mortgage Loan, such Mortgage Loan is the subject of a
Permitted
Purchase; and (b) with respect to any REO Property (and the related
REO Mortgage
Loan(s)), any of the following events--(i) a Final Recovery
Determination is
made with respect to such REO Property, or (ii) such REO Property
is the subject
of a Permitted Purchase.
"Liquidation Expenses" shall mean all customary, reasonable and
necessary "out-of-pocket" costs and expenses due and owing (but not
otherwise
covered by Servicing Advances) in
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connection with the liquidation of any Specially Serviced Mortgage
Loan pursuant
to Section 3.09 or in connection with the sale of a Specially
Serviced Mortgage
Loan or an Administered REO Property in accordance with Section
3.18, or in
connection with the final payoff of a Corrected Mortgage Loan
(including legal
fees and expenses, committee or referee fees and, if applicable,
brokerage
commissions and conveyance taxes).
"Liquidation Fee" shall mean the fee designated as such in, and
payable to the Special Servicer in connection with certain
specified events in
respect of a Specially Serviced Mortgage Loan or an Administered
REO Property
pursuant to, Section 3.11(c).
"Liquidation Fee Rate" shall mean, with respect to each Specially
Serviced Mortgage Loan or Administered REO Property as to which a
Liquidation
Fee is payable, 1.0%.
"Liquidation Proceeds" shall mean all cash amounts (other than
Insurance Proceeds, Condemnation Proceeds and REO Revenues)
Received by the
Trust (or, in the case of a Serviced Loan Combination or any
related
Administered REO Property, collected on behalf of the Trust and/or
the related
Serviced Non-Trust Mortgage Loan Noteholder(s)) in connection with:
(i) the full
or partial liquidation of a Mortgaged Property or other collateral
constituting
security for a defaulted Mortgage Loan, through trustee's sale,
foreclosure
sale, REO Disposition or otherwise, exclusive of any portion
thereof required to
be released to the related Mortgagor in accordance with applicable
law and the
terms and conditions of the related Mortgage Note and Mortgage;
(ii) the
realization upon any deficiency judgment obtained against a
Mortgagor; (iii) a
Permitted Purchase; or (iv) except for purposes of Section 3.11(c),
the transfer
of any Loss of Value Payments from the Loss of Value Reserve Fund,
or the
deposit of any other payments contemplated by Section 2.03(d), in
any event to
the Pool Custodial Account.
"Loan Combination" shall mean any group of two or more mortgage
loans, at least one of which mortgage loans is included in the
Trust Fund and at
least one of which mortgage loans is not included in the Trust
Fund, and all of
which mortgage loans are secured by the same Mortgage(s) on the
same Mortgaged
Property or Properties, as applicable. The Loan Combinations are
the
________________ Loan Combination, the ________________ Loan
Combination, the
____________________ Loan Combination, the ______________ Loan
Combination, the
___________________ Loan Combination and the other Serviced A/B
Loan
Combinations.
"Loan Combination Collection Period" shall mean, individually and
collectively, as applicable in the context used, (i) the
________________
Collection Period with respect to the ________________ Loan
Combination and all
related matters, (ii) the ________________ Collection Period with
respect to the
________________ Loan Combination and all related matters, (iii)
the
____________________ Collection Period with respect to the
____________________
Loan Combination and all related matters, and (iv) the Trust
Collection Period
with respect to each other Loan Combination and all related
matters.
"Loan Combination Custodial Account" shall mean, with respect to
each Serviced Loan Combination, the segregated account or accounts
created and
maintained by the Master Servicer pursuant to Section 3.04A on
behalf of the
holders of the Mortgage Loans included in such Serviced Loan
Combination, which
shall be entitled "[NAME OF MASTER SERVICER], as Master Servicer,
in trust for
[NAMES OF RELATED MORTGAGE NOTEHOLDERS], as their interests may
appear".
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"Loan Combination Determination Date" shall mean, individually and
collectively, as applicable in the context used, (i) the
________________
Determination Date with respect to the ________________ Loan
Combination and all
related matters, (ii) the ________________ Determination Date with
respect to
the ________________ Loan Combination and all related matters,
(iii) the
____________________ Determination Date with respect to the
____________________
Loan Combination and all related matters, and (iv) the Trust
Determination Date
with respect to each other Loan Combination and all related
matters.
"Loan Combination Master Servicer Remittance Date" shall mean with
respect to any Serviced Loan Combination, the date of each month,
commencing in
_____________ 200_, on which, among other things, the Master
Servicer is
required to make normal monthly remittances to the related Serviced
Non-Trust
Mortgage Loan Noteholder(s), which date shall be: (a) with respect
to the
______________ Loan Combination, the ________________ Loan
Combination and the
________________ Loan Combination, the Business Day immediately
following the
Due Date with respect thereto; and (b) with respect to any other
Serviced Loan
Combination, the Business Day immediately preceding the
Distribution Date in
such month.
"Loan Combination REO Account" shall mean, with respect to each
Serviced Loan Combination, the segregated account or accounts
created and
maintained by the Special Servicer pursuant to Section 3.16 on
behalf of the
holders of the Mortgage Loans included in such Serviced Loan
Combination, which
shall be entitled "[NAME OF SPECIAL SERVICER], as Special Servicer,
in trust for
[NAMES OF RELATED MORTGAGE NOTEHOLDERS], as their interests may
appear".
"Loan Combination Servicing Reports" shall mean, with respect to
each Serviced Loan Combination, each of the CMSA Delinquent Loan
Status Report,
CMSA Historical Loan Modification and Corrected Mortgage Loan
Report, CMSA
Advance Recovery Report, CMSA Loan Level Reserve/LOC Reserve, CMSA
Historical
Liquidation Report, CMSA REO Status Report, Loan Payoff
Notification Report,
CMSA Loan Periodic Update File, CMSA Property File, CMSA Financial
File, CMSA
Loan Setup File, CMSA Servicer Watch List, CMSA Operating Statement
Analysis,
CMSA NOI Adjustment Worksheet and CMSA Comparative Financial Status
Report, each
as may be modified to reflect the fact that only the related
Mortgaged Property
or Properties or any related REO Property or Properties, as the
case may be,
shall be the subject of such report.
"Loan Combination-Specific Special Servicer" shall have the meaning
assigned thereto in Section 7.01(e).
"Loan Group" shall mean either of Loan Group No. 1 or Loan Group
No.
2.
"Loan Group No. 1" shall mean, collectively, all of the Trust
Mortgage Loans that are Group 1 Trust Mortgage Loans and any
successor REO Trust
Mortgage Loans with respect thereto.
"Loan Group No. 2" shall mean, collectively, all of the Trust
Mortgage Loans that are Group 2 Trust Mortgage Loans and any
successor REO Trust
Mortgage Loans with respect thereto.
"Loan Payoff Notification Report" shall mean a report containing
substantially the information described in Exhibit E attached
hereto, and
setting forth for each Serviced Mortgage Loan as to which written
notice of
anticipated payoff has been received by the Master Servicer as of
the related
Determination Date preceding the delivery of such report, among
other things,
the loan number,
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the property name, the ending scheduled loan balance for the
related Collection
Period ending on such Determination Date, the expected date of
payment, the
expected related Distribution Date and the estimated amount of the
Prepayment
Consideration due (if any).
"Loan REMIC" shall mean, with respect to any Early Defeasance Trust
Mortgage Loan, subject to Section 2.06(b), the segregated pool of
assets, as to
which a separate REMIC election is to be made, consisting of: (i)
such Trust
Mortgage Loan (for so long as it is subject to this Agreement) and
all payments
under and proceeds of such Trust Mortgage Loan Received by the
Trust after the
Closing Date (other than scheduled payments of interest and
principal due on or
before the Cut-off Date), together with all documents included in
the related
Mortgage File; (ii) any REO Property acquired in respect of such
Trust Mortgage
Loan (for so long as it is subject to this Agreement) and all
income and
proceeds therefrom; (iii) such funds or assets as from time to time
are
deposited in the Pool Custodial Account, the Collection Account,
the Interest
Reserve Account and, if established, the Pool REO Account with
respect to such
Trust Mortgage Loan or any related REO Property; and (iv) insofar
as they relate
to such Trust Mortgage Loan or any related REO Property, the rights
of the
Depositor under the UBS/Depositor Mortgage Loan Purchase Agreement
(but only if
such Trust Mortgage Loan is a UBS Trust Mortgage Loan); provided
that none of
the Loan REMICs shall include (x) any collections of Additional
Interest or (y)
the Loss of Value Reserve Fund or any amounts on deposit therein.
"Loan REMIC Interest" shall mean, subject to Section 2.06(b),
either
a Loan REMIC Regular Interest or a Loan REMIC Residual Interest.
"Loan REMIC Regular Interest" shall mean, subject to Section
2.06(b), the uncertificated "regular interest" within the meaning
of Section
860G(a)(1) of the Code, in a Loan REMIC.
"Loan REMIC Remittance Rate" shall mean: (a) with respect to any
Loan REMIC Regular Interest that, as of the Closing Date,
corresponds to a Trust
Mortgage Loan that accrues interest on a 30/360 Basis, a rate per
annum that is,
for any Interest Accrual Period, equal to (i) the Mortgage Rate in
effect for
such corresponding Trust Mortgage Loan as of the Closing Date
(without regard to
any modifications, extensions, waivers or amendments of such
corresponding Trust
Mortgage Loan subsequent to the Closing Date), minus (ii) the sum
of (A) the
Master Servicing Fee Rate for such corresponding Trust Mortgage
Loan (or any
successor REO Trust Mortgage Loan with respect thereto), plus (B)
the Trustee
Fee Rate; and (b) with respect to any Loan REMIC Regular Interest
that, as of
the Closing Date, corresponds to a Trust Mortgage Loan that accrues
interest on
an Actual/360 Basis, a rate per annum that is, for any Interest
Accrual Period,
equal to (i) a fraction (expressed as a percentage), the numerator
of which is
the product of 12 times the Adjusted Actual/360 Accrued Interest
Amount with
respect to such Loan REMIC Regular Interest for such Interest
Accrual Period,
and the denominator of which is the Uncertificated Principal
Balance of such
Loan REMIC Regular Interest immediately prior to the Distribution
Date that
corresponds to such Interest Accrual Period, minus (ii) the sum of
(A) the
Master Servicing Fee Rate for the corresponding Trust Mortgage Loan
(or any
successor REO Trust Mortgage Loan with respect thereto), plus (B)
the Trustee
Fee Rate.
"Loan REMIC Residual Interest" shall mean, subject to Section
2.06(b), the sole uncertificated "residual interest", within the
meaning of
Section 860G(a)(2) of the Code, in each Loan REMIC.
"Loan-Specific Certificate" shall mean any Class ___ or Class ___
Certificate.
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"Loan-Specific Class Representative" shall mean the Class ___
Representative or the Class ___ Representative, as applicable.
"Lockout Period" shall mean, with respect to any Mortgage Loan that
prohibits the Mortgagor from prepaying such loan until a date
specified in the
related Mortgage Note or other loan document, the period from the
Closing Date
until such specified date.
"Loss of Value Payment" shall have the meaning assigned thereto
under Section 2.03(e).
"Loss of Value Reserve Fund" shall mean the account or accounts
created and maintained by the Trustee pursuant to Section 3.04(e),
which shall
be entitled "[NAME OF TRUSTEE], as Trustee, in trust for the
registered holders
of LB-UBS Commercial Mortgage Trust 200_-C_, Commercial Mortgage
Pass-Through
Certificates, Series 200_-C_, Loss of Value Reserve Fund". The Loss
of Value
Reserve Fund shall be designated as an "outside reserve fund"
(within the
meaning of Treasury regulations section 1.860G-2(h)), pursuant to
Section
2.05(b). The Loss of Value Reserve Fund will be part of the Trust
Fund but not
part of the Grantor Trust (if created hereunder taking into account
Section
2.05(b)) or any REMIC Pool.
"Loss Reimbursement Amount" shall mean:
(a)
with respect to any Loan REMIC Regular Interest, for any
Distribution Date, the excess, if any, of (i) the total amount of
all
reductions, if any, made in the related Uncertificated Principal
Balance
(without any corresponding deemed distribution of principal) on all
prior
Distribution Dates, if any, pursuant to Section 4.04(d), over (ii)
the
total amount reimbursed to REMIC I with respect to any Loss
Reimbursement
Amount for such Loan REMIC Regular Interest on all prior
Distribution
Dates, if any, pursuant to Section 4.01(n);
(b)
with respect to any REMIC I Regular Interest, for any
Distribution Date, the excess, if any, of (i) the total amount of
all
reductions, if any, made in the related Uncertificated Principal
Balance
(without any corresponding deemed distribution of principal) on all
prior
Distribution Dates, if any, pursuant to Section 4.04(c), over (ii)
the
total amount reimbursed to REMIC II with respect to any Loss
Reimbursement
Amount for such REMIC I Regular Interest on all prior Distribution
Dates,
if any, pursuant to Section 4.01(m);
(c)
with respect to any REMIC II Regular Interest, for any
Distribution Date, the excess, if any, of (i) the total amount of
all
reductions, if any, made in the related Uncertificated Principal
Balance
(without any corresponding deemed distribution of principal) on all
prior
Distribution Dates, if any, pursuant to Section 4.04(b), over (ii)
the sum
of (A) the total amount reimbursed to REMIC III with respect to any
Loss
Reimbursement Amount for such REMIC II Regular Interest on all
prior
Distribution Dates, if any, pursuant to Section 4.01(l), plus (B)
the
total amount reinstated to the Uncertificated Principal Balance of
such
REMIC II Regular Interest on all prior Distribution Dates, if any,
pursuant to Section 4.05(c); and
(d)
with respect to any Class of Principal Balance Certificates,
for any Distribution Date, the excess, if any, of (i) the total
amount of
all reductions, if any, made in the related Class Principal Balance
(without any corresponding distribution of principal) on all prior
Distribution Dates, if any, pursuant to Section 4.04(a), over (ii)
the sum
of (A) the total amount of such reductions reimbursed to the
Holders of
such Class of Certificates with respect to any related
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Loss Reimbursement Amount on all prior Distribution Dates, if any,
pursuant to Section 4.01(a) or Section 4.01(b), as applicable, plus
(B)
the total amount of such reductions reinstated to the Class
Principal
Balance of such Class of Certificates on all prior Distribution
Dates, if
any, pursuant to Section 4.05(a).
"LUBS" shall mean LUBS, Inc.
"LUBS/Depositor Mortgage Loan Purchase Agreement" shall mean that
certain Mortgage Loan Purchase Agreement dated as of ___________,
200_, between
LUBS as mortgage loan seller, LBHI as an additional party and the
Depositor.
"LUBS Trust Mortgage Loans" shall mean any Trust Mortgage Loan
transferred by LUBS to the Depositor, pursuant to the
LUBS/Depositor Mortgage
Loan Purchase Agreement.
"Majority Class ___ Certificateholder(s)" shall mean any single
Holder or group of Holders (or any single Certificate Owner or
group of
Certificate Owners) of Certificates evidencing a majority of the
Voting Rights
allocated to the Class ___ Certificates.
"Majority Class ___ Certificateholder(s)" shall mean any single
Holder or group of Holders (or any single Certificate Owner or
group of
Certificate Owners) of Certificates evidencing a majority of the
Voting Rights
allocated to the Class ___ Certificates.
"Majority Controlling Class Certificateholder(s)" shall mean any
single Holder or group of Holders (or any single Certificate Owner
or group of
Certificate Owners) of Certificates evidencing a majority of the
Voting Rights
allocated to the Controlling Class.
"Master Servicer" shall mean _____________, in its capacity as
master servicer hereunder, or any successor master servicer
appointed as herein
provided.
"Master Servicer Account" shall have the meaning assigned thereto
in
Section 3.06(a).
"Master Servicer Backup Certification" shall have the meaning
assigned thereto in Section 8.15(h).
"Master Servicer Certification" shall have the meaning assigned
thereto in Section 2.01(d).
"Master Servicer Remittance Amount" shall mean, with respect to any
Trust Master Servicer Remittance Date, an amount equal to: (a) the
aggregate
amount of all payments and other collections on or with respect to
the Trust
Mortgage Loans and any related REO Properties (including Loss of
Value Payments
and, in the case of the initial Distribution Date, any Initial
Deposits) that
(i) were Received by the Trust as of the close of business on the
immediately
preceding applicable Determination Date and (ii) are on deposit or
are required
to be on deposit in the Pool Custodial Account as of 12:00 noon
(New York City
time) on such Trust Master Servicer Remittance Date, including any
such payments
and other collections transferred or required to be transferred to
the Pool
Custodial Account from the Pool REO Account (if established) and/or
a Loan
Combination Custodial Account, net of (b) the portion of the
aggregate amount
described in clause (a) of this definition that represents one or
more of the
following--(i) scheduled Monthly Payments that are due on a Due
Date following
the end
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of the related Collection Period (or, in the case of a scheduled
Monthly Payment
that is due on a Due Date in the same month as such Trust Master
Servicer
Remittance Date but subsequent to the end of the related Collection
Period,
following the end of the calendar month in which such Trust Master
Servicer
Remittance Date occurs), (ii) any amount payable or reimbursable to
any Person
from the Pool Custodial Account pursuant to clauses (ii) through
(xviii) of
Section 3.05(a), (iii) any Excess Liquidation Proceeds and (iv) any
amounts
deposited in the Pool Custodial Account in error.
"Master Servicer Remittance Date" shall mean, individually and
collectively, as applicable in the context used, (i) the related
Loan
Combination Master Servicer Remittance Date with respect to each
Serviced Loan
Combination and all related matters, and (ii) the Trust Master
Servicer
Remittance Date with respect to the Mortgage Pool (exclusive of the
Serviced
Combination Trust Mortgage Loans and any REO Trust Mortgage Loans
with respect
to the Serviced Combination Trust Mortgage Loans) and all related
matters.
"Master Servicing Fee" shall mean, with respect to each [Serviced
Mortgage Loan (and any REO Mortgage Loan with respect thereto) and
each Outside
Serviced Trust Mortgage Loan (and any successor REO Trust Mortgage
Loan with
respect thereto)], the fee designated as such and payable to the
Master Servicer
pursuant to Section 3.11(a).
"Master Servicing Fee Rate" shall mean: (a) with respect to each
Serviced Trust Mortgage Loan (and any successor REO Trust Mortgage
Loan with
respect thereto) [(in the case of the ______________ Trust Mortgage
Loan,
excluding the ______________ Component A-1b)], a rate per annum
equal to the
related Administrative Cost Rate minus the Trustee Fee Rate; (b)
with respect to
the ______________ Loan Component A-1b, ______% per annum; (c) with
respect to
each Outside Serviced Trust Mortgage Loan (and any successor REO
Trust Mortgage
Loan with respect thereto), ______% per annum; (d) with respect to
the
______________ Non-Trust Mortgage Loan (and any successor REO
Mortgage Loan with
respect thereto), ______% per annum; and (e) with respect to each
other Serviced
Non-Trust Mortgage Loan (and any successor REO Mortgage Loan with
respect
thereto), ______% per annum.
"Material Breach" shall have the meaning assigned thereto in
Section
2.03(a).
"Material Debtor" shall mean any of the following:
(i)
the Trust;
(ii)
LBHI;
(iii)
the UBS Mortgage Loan Seller;
(iv)
each of the parties to this Agreement;
(v)
any Sub-Servicer, subcontractor or agent acting on behalf of
a party to this Agreement, which Sub-Servicer, subcontractor or
agent
constitutes a Servicer contemplated by Item 1108(a)(3) of
Regulation AB;
(vi)
any significant obligor (within the meaning of Item 1101(k)
of Regulation AB) with respect to the Mortgage Pool;
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(vii)
any enhancement or support provider contemplated by Items
1114(b) or 1115 of Regulation AB with respect to the Trust Fund or
any one
or more Classes of Certificates; and
(viii)
any other material party contemplated by Item 1101(d)(1) of
Regulation AB relating to the asset-backed securitization
transaction
contemplated by this Agreement.
"Material Document Defect" shall have the meaning assigned thereto
in Section 2.03(a).
"Material Litigant" shall mean any of the following:
(i)
LBHI;
(ii)
the UBS Mortgage Loan Seller;
(iii)
the Depositor;
(iv)
the Trustee;
(v)
the Master Servicer;
(vi)
the Special Servicer;
(vii)
any Sub-Servicer, subcontractor or agent acting on behalf of
any party hereto, which Sub-Servicer, subcontractor or agent
constitutes a
Servicer contemplated by Item 1108(a)(3) of Regulation AB;
(viii)
any originator of Trust Mortgage Loans contemplated by Item
1110(b) of Regulation AB; and
(ix)
any other party contemplated by Item 1100(d)(1) of
Regulation AB relating to the asset-backed securitization
transaction
contemplated by this Agreement.
"___________________ Change of Control Event" shall mean any
Serviced Loan Combination Change of Control Event with respect to
the
___________________ Loan Combination.
"___________________ Co-Lender Agreement" shall mean the Co-Lender
Agreement dated as of ___________, 200_, between LBHI as holder of
the Mortgage
Note for the ___________________ Trust Mortgage Loan and LBHI as
holder of the
Mortgage Note for the ___________________ Note B Non-Trust Mortgage
Loan.
"___________________ Controlling Party" shall mean the Serviced
Loan
Combination Controlling Party with respect to the
___________________ Loan
Combination.
"___________________ Cure Rights" shall mean the cure rights
granted
to the ___________________ Note B Non-Trust Mortgage Loan
Noteholder under
Article VII of the ___________________ Co-Lender Agreement.
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"___________________ Directing Lender" shall mean the Serviced Loan
Combination Directing Lender with respect to the
___________________ Loan
Combination.
"___________________ Loan Combination" shall mean the Serviced Loan
Combination consisting of the ___________________ Trust Mortgage
Loan and the
___________________ Note B Non-Trust Mortgage Loan (or any
successor REO
Mortgage Loans with respect thereto).
"___________________ Mortgage Loan" shall mean the
___________________ Trust Mortgage Loan or the ___________________
Note B
Non-Trust Mortgage Loan, as applicable.
"___________________ Mortgaged Property" shall mean the Mortgaged
Property identified on the Trust Mortgage Loan Schedule as
___________________.
"___________________ Note B Non-Trust Mortgage Loan" shall mean the
Serviced Note B Non-Trust Mortgage Loan that is, together with the
___________________ Trust Mortgage Loan, secured by the same
Mortgage on the
___________________ Mortgaged Property.
"___________________ Note B Non-Trust Mortgage Loan Noteholder"
shall mean the holder (or, if applicable, the collective holders)
of the
Mortgage Note for the ___________________ Note B Non-Trust Mortgage
Loan.
"___________________ Noteholders" shall mean the holder of the
Mortgage Note for the ___________________ Trust Mortgage Loan,
together with the
___________________ Note B Non-Trust Mortgage Loan Noteholder.
"___________________ Special Servicer" shall mean any special
servicer hereunder responsible for special servicing the
___________________
Loan Combination or any related REO Property; provided that, if
such special
servicer has special servicing responsibilities with respect to
other Serviced
Mortgage Loans and/or Administered REO Properties, then the term
___________________ Special Servicer shall refer to such party only
to the
extent of its rights, duties and obligations in respect of the
___________________ Loan Combination or any related REO Property.
"___________________ Trust Mortgage Loan" shall mean the Trust
Mortgage Loan that is secured by the ___________________ Mortgaged
Property and
that is identified on the Trust Mortgage Loan Schedule by loan
number ______.
"Maturity Date" shall mean, with respect to any Mortgage Loan as of
any date of determination, the Due Date on which the last payment
of principal
is due and payable under the terms of the related Mortgage Note, as
such terms
may be changed or modified from time to time in connection with a
bankruptcy or
similar proceeding involving the related Mortgagor or a
modification, extension,
waiver or amendment of such Mortgage Loan granted or agreed to by
the Special
Servicer (or the Master Servicer, if applicable) pursuant to
Section 3.20.
"____________" shall mean ______________________ or its successor
in
interest.
"Mediation Letter" shall have the meaning assigned thereto in
Section 2.03(i).
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"Modified Loan" shall mean any Serviced Mortgage Loan as to which
any Servicing Transfer Event has occurred and which has been
modified by the
Special Servicer pursuant to Section 3.20 in a manner that:
(a)
affects the amount or timing of any payment of principal or
interest due thereon (other than, or in addition to, bringing
Monthly
Payments current with respect to such Mortgage Loan);
(b)
except as expressly contemplated by the related loan
documents, results in a release of the lien of the related Mortgage
on any
material portion of the related Mortgaged Property without a
corresponding
Principal Prepayment in an amount, or the delivery of substitute
real
property collateral with a fair market value (as is), that is not
less
than the fair market value (as is) of the property to be released,
as
determined by an appraisal delivered to the Special Servicer (at
the
expense of the related Mortgagor and upon which the Special
Servicer may
conclusively rely); or
(c)
in the reasonable, good faith judgment of the Special
Servicer, otherwise materially impairs the security for such
Mortgage Loan
or materially reduces the likelihood of timely payment of amounts
due
thereon.
"Monthly Payment" shall mean, with respect to any Trust Mortgage
Loan or Serviced Non-Trust Mortgage Loan, as of any Due Date, the
scheduled
monthly debt service payment (or, in the case of an ARD Mortgage
Loan after its
Anticipated Repayment Date, the monthly debt service payment
required to be paid
on a current basis) on such Mortgage Loan that is actually payable
by the
related Mortgagor from time to time under the terms of the related
Mortgage Note
(as such terms may be changed or modified in connection with a
bankruptcy or
similar proceeding involving the related Mortgagor or by reason of
a
modification, extension, waiver or amendment granted or agreed to
by the Special
Servicer pursuant to Section 3.20 (or, in the case of an Outside
Serviced Trust
Mortgage Loan, by the applicable Outside Servicer pursuant to the
related
Outside Servicing Agreement), including any Balloon Payment payable
in respect
of such Mortgage Loan on such Due Date; provided that the Monthly
Payment due in
respect of any Mortgage Loan shall not include Default Interest;
and provided,
further, that the Monthly Payment due in respect of any ARD
Mortgage Loan after
its Anticipated Repayment Date shall not include Additional
Interest; and
provided, further, that if the related loan documents for any Loan
Combination
provide for a single monthly debt service payment for the entire
such Loan
Combination, then the Monthly Payment for each Mortgage Loan
comprising such
Loan Combination for any Due Date shall be that portion of the
monthly debt
service payment for such Loan Combination and such Due Date that
is, in
accordance with the related loan documents and/or the related
Co-Lender
Agreement, in the absence of default, allocable to interest at the
related
Mortgage Rate on and/or principal of the subject Mortgage Loan
comprising such
Loan Combination.
"Moody's" shall mean Moody's Investors Service, Inc. or its
successor in interest.
"Mortgage" shall mean, with respect to any Mortgage Loan, the
mortgage, deed of trust, deed to secure debt or similar instrument
that secures
such Mortgage Loan and creates a lien on the related Mortgaged
Property.
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"Mortgage File" shall mean:
(a)
with respect to any Serviced Trust Mortgage Loan and, in the
case of each Serviced Loan Combination, also with respect to each
Serviced
Non-Trust Mortgage Loan that is part of such Loan Combination, the
following documents collectively (which, in the case of each
Serviced Loan
Combination, except for the Mortgage Notes referred to in clause
(a)(i) of
this definition and any modifications thereof referred to in clause
(a)(xiii) of this definition, relate to the entire such Loan
Combination):
(i)
(A) the original executed Mortgage Note for such Trust
Mortgage Loan, endorsed (without recourse, representation or
warranty, express or implied) to the order of
"______________________, as trustee for the registered
holders of LB-UBS Commercial Mortgage Trust 200_-C_,
Commercial Mortgage Pass-Through Certificates, Series
200_-C_" or in blank, and further showing a complete,
unbroken chain of endorsement from the originator (if such
originator is other than the related Mortgage Loan Seller)
(or, alternatively, if the original executed Mortgage Note
has been lost, a lost note affidavit and indemnity with a
copy of such Mortgage Note), and (B) in the case of each
Serviced Loan Combination, a copy of the executed Mortgage
Note for each Serviced Non-Trust Mortgage Loan in such Loan
Combination;
(ii)
an original or a copy of the Mortgage, together with
originals or copies of any and all intervening assignments
thereof, in each case (unless the particular item has not
been returned from the applicable recording office) with
evidence of recording indicated thereon;
(iii)
an original or a copy of any related Assignment of Leases
(if such item is a document separate from the Mortgage),
together with originals or copies of any and all intervening
assignments thereof, in each case (unless the particular
item has not been returned from the applicable recording
office) with evidence of recording indicated thereon;
(iv)
an original executed assignment, in recordable form (except
for recording information not yet available if the
instrument being assigned has not been returned from the
applicable recording office), of (A) the Mortgage and (B)
any related Assignment of Leases (if such item is a document
separate from the Mortgage), in favor of
"______________________, in its capacity as trustee for the
registered holders of LB-UBS Commercial Mortgage Trust
200_-C_, Commercial Mortgage Pass-Through Certificates,
Series 200_-C_" (or, in the case of a Serviced Loan
Combination, in favor of "______________________, in its
capacity as trustee for the registered holders of LB-UBS
Commercial Mortgage Trust 200_-C_, Commercial Mortgage
Pass-Through Certificates, Series 200_-C_, and in its
capacity as lead lender on behalf of the [IDENTIFY RELATED
SERVICED NON-TRUST MORTGAGE LOAN NOTEHOLDER(S)]") (or, in
each case, a copy thereof, certified to be the copy of such
assignment submitted for recording);
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(v)
an original or a copy of the assignment of all unrecorded
documents relating to such Trust Mortgage Loan, in favor of
"______________________, as trustee for the registered
holders of LB-UBS Commercial Mortgage Trust 200_-C_,
Commercial Mortgage Pass-Through Certificates, Series
200_-C_" (or, in the case of a Serviced Loan Combination, in
favor of "______________________, in its capacity as trustee
for the registered holders of LB-UBS Commercial Mortgage
Trust 200_-C_, Commercial Mortgage Pass-Through
Certificates, Series 200_-C_, and in its capacity as lead
lender on behalf of the [IDENTIFY RELATED SERVICED NON-TRUST
MORTGAGE LOAN NOTEHOLDER(S)]");
(vi)
the original or a copy of the policy or certificate of
lender's title insurance issued in connection with such
Trust Mortgage Loan (or, if such policy has not been issued,
a "marked-up" pro forma title policy marked as binding and
countersigned by the title insurer or its authorized agent,
or an irrevocable, binding commitment to issue such title
insurance policy);
(vii)
an original or a copy of the Ground Lease relating to such
Trust Mortgage Loan, if any;
(viii)
an original or a copy of the loan agreement for such Trust
Mortgage Loan, if any;
(ix)
an original of the related guaranty of payment under such
Trust Mortgage Loan, if any;
(x)
an original or a copy of the environmental indemnity from
the related Mortgagor, if any;
(xi)
an original or a copy of the lock-box agreement or cash
management agreement relating to such Trust Mortgage Loan,
if any;
(xii)
a copy of the original letter of credit in connection with
such Trust Mortgage Loan, if any;
(xiii)
originals or copies of final written modification agreements
in those instances where the terms or provisions of the
Mortgage Note for such Trust Mortgage Loan (and/or, if
applicable, the Mortgage Note for a related Serviced
Non-Trust Mortgage Loan) or the related Mortgage have been
modified as to a monetary term or other material term
thereof, in each case (unless the particular item has not
been returned from the applicable recording office) with
evidence of recording indicated thereon if the instrument
being modified is a recordable document;
(xiv)
only if such Trust Mortgage Loan is secured by a nursing
facility or hospitality property as identified on Schedule
VI hereto, filed copies (with evidence of filing) of any
prior effective UCC Financing Statements in favor of the
originator of such Trust Mortgage Loan or in favor of any
assignee prior to the Trustee (but only to the extent the
related Mortgage Loan Seller had possession of such UCC
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Financing Statements prior to the Closing Date) and an
original assignment thereof, as appropriate, in form
suitable for filing, in favor of "______________________, in
its capacity as trustee for the registered holders of LB-UBS
Commercial Mortgage Trust 200_-C_, Commercial Mortgage
Pass-Through Certificates, Series 200_-C_" (or, in the case
of a Serviced Loan Combination, in favor of
"______________________, in its capacity as trustee for the
registered holders of LB-UBS Commercial Mortgage Trust
200_-C_, Commercial Mortgage Pass-Through Certificates,
Series 200_-C_, and in its capacity as lead lender on behalf
of the [IDENTIFY RELATED SERVICED NON-TRUST MORTGAGE LOAN
NOTEHOLDER(S)]");
(xv)
an original or a copy of the 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;
(xvi)
an original assignment of the related security agreement (if
such item is a document separate from the Mortgage and if
such item is not included in the assignment described in
clause (a)(iv) or clause (a)(v) of this definition), in
favor of "______________________, in its capacity as trustee
for the registered holders of LB-UBS Commercial Mortgage
Trust 200_-C_, Commercial Mortgage Pass-Through
Certificates, Series 200_-C_" (or, in the case of a Serviced
Loan Combination, in favor of "______________________, in
its capacity as trustee for the registered holders of LB-UBS
Commercial Mortgage Trust 200_-C_, Commercial Mortgage
Pass-Through Certificates, Series 200_-C_, and in its
capacity as lead lender on behalf of the [IDENTIFY RELATED
SERVICED NON-TRUST MORTGAGE LOAN NOTEHOLDER(S)]");
(xvii)
if such Trust Mortgage Loan is a Serviced Combination Trust
Mortgage Loan, a copy of the related Co-Lender Agreement;
(xviii) in the case of any Trust Mortgage Loan as to which there
exists a related mezzanine loan, the related intercreditor
agreement;
(xix)
an original or a copy of any related Environmental Insurance
Policy; and
(xx)
with respect to hospitality properties, a signed copy of the
franchise agreement (if any) and franchisor comfort letter
(if any); and
(b)
with respect to each Outside Serviced Trust Mortgage Loan,
the following documents collectively:
(i)
the original executed Mortgage Note for such Trust
Mortgage Loan, endorsed (without recourse,
representation or warranty, express or implied) to
the order of "______________________, as trustee for
the registered holders of LB-UBS Commercial Mortgage
Trust 200_-C_, Commercial Mortgage Pass-Through
Certificates, Series 200_-C_" or in blank, and
further showing a complete, unbroken chain of
endorsement from the originator (if such originator
is other than the related Mortgage
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Loan Seller) (or, alternatively, if the original
executed Mortgage Note has been lost, a lost note
affidavit and indemnity with a copy of such Mortgage
Note);
(ii)
a copy of the executed related Co-Lender Agreement;
and
(iii)
a copy of the executed related Outside Servicing
Agreement;
provided that whenever the term "Mortgage File" is used to refer to
documents
actually received by the Trustee or by a Custodian on its behalf,
such term
shall not be deemed to include such documents required to be
included therein
unless they are actually so received, and with respect to any
receipt or
certification by the Trustee or a Custodian on its behalf for
documents
described in clauses (a)(vii) through (a)(xx) of this definition,
shall be
deemed to include such documents only to the extent the Trustee or
a Custodian
on its behalf has actual knowledge of their existence.
"Mortgage Loan" shall mean any Trust Mortgage Loan or Non-Trust
Mortgage Loan. As used herein, the term "Mortgage Loan" includes
the related
Mortgage Note, Mortgage and other security documents contained in
the related
Mortgage File or otherwise held on behalf of the Trust and/or any
affected
Non-Trust Mortgage Loan Noteholder(s), as applicable, including, in
the case of
an Outside Serviced Loan Combination, any such documents held by or
on behalf of
a related Non-Trust Mortgage Loan Noteholder.
"Mortgage Loan Origination Documents" shall mean, with respect to
any Serviced Trust Mortgage Loan, any of the following documents
(other than any
document that constitutes part of the Mortgage File for such
Serviced Trust
Mortgage Loan), if applicable with respect to such Serviced Trust
Mortgage Loan:
copies of any final appraisal, final survey, final engineering
report, final
environmental report, opinion letters of counsel to the related
mortgagor
delivered in connection with the closing of such Serviced Trust
Mortgage Loan,
escrow agreements, reserve agreements, organizational documentation
for the
related mortgagor, organizational documentation for any related
guarantor or
indemnitor (if the related guarantor or indemnitor is an entity),
insurance
certificates or insurance review reports, leases for tenants
representing 10% or
more of the annual income with respect to the related Mortgaged
Property, final
seismic report and property management agreements, rent roll,
property operating
statement and financial statements for the related guarantor or
indemnitor, cash
management or lockbox agreement, zoning letters or zoning reports
and the
documents, if any, specifically set forth on Schedule X hereto,
but, in each
case, only if the subject document (a) was in fact obtained in
connection with
the origination of such Serviced Trust Mortgage Loan, (b) is
reasonably
necessary for the ongoing administration and/or servicing of such
Serviced Trust
Mortgage Loan by the Master Servicer or Special Servicer in
connection with its
duties under this Agreement, and (c) is in the possession or under
the control
of the Depositor (if such Serviced Trust Mortgage Loan is a Lehman
Trust
Mortgage Loan) or the UBS Mortgage Loan Seller (if such Serviced
Trust Mortgage
Loan is a UBS Trust Mortgage Loan), as applicable; provided that
neither the
Depositor nor the UBS Mortgage Loan Seller shall be required to
deliver any
draft documents, privileged or other communications or
correspondence, credit
underwriting or due diligence analyses or information, credit
committee briefs
or memoranda or other internal approval documents or data or
internal
worksheets, memoranda, communications or evaluations.
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"Mortgage Loan Purchase Agreements" shall mean the LBHI/Depositor
Mortgage Loan Purchase Agreement, the LUBS/Depositor Mortgage Loan
Purchase
Agreement or the UBS/Depositor Mortgage Loan Purchase Agreement, as
applicable.
"Mortgage Loan Seller" shall mean a Lehman Mortgage Loan Seller or
the UBS Mortgage Loan Seller, as applicable.
"Mortgage Note" shall mean the original executed note evidencing
the
indebtedness of a Mortgagor under a Mortgage Loan, together with
any rider,
addendum or amendment thereto, or any renewal, substitution or
replacement of
such note.
"Mortgage Pool" shall mean all of the Trust Mortgage Loans and any
REO Trust Mortgage Loans, collectively.
"Mortgage Pool Data Update Report" shall mean, with respect to any
Distribution Date, a report (which may be included as part of the
Distribution
Date Statement), prepared by the Trustee, containing information
regarding the
Trust Mortgage Loans as of the end of the related Collection
Period, which
report shall contain substantially the categories of information
regarding the
Trust Mortgage Loans set forth on Annexes A-1 through A-6 to the
Prospectus
Supplement (calculated, where applicable, on the basis of the most
recent
relevant information provided by the Mortgagors to the Master
Servicer or the
Special Servicer, as the case may be, and by the Master Servicer or
the Special
Servicer, as the case may be, to the Trustee), and which
information shall be
presented in tabular format substantially similar to the format
utilized on such
annexes and shall also include a loan-by-loan listing (in
descending balance
order) showing loan number, property type, location, unpaid
principal balance,
Mortgage Rate, paid-through date, maturity date, gross interest
portion of the
Monthly Payment, principal portion of the Monthly Payment, and any
Prepayment
Consideration received.
"Mortgage Rate" shall mean, with respect to each Mortgage Loan (and
any successor REO Mortgage Loan with respect thereto) and each
______________
Loan Component, the related annualized rate at which interest is
scheduled (in
the absence of a default) to accrue on such Mortgage Loan or such
______________
Loan Component, as the case may be, from time to time in accordance
with the
related Mortgage Note, any related loan agreement and applicable
law, as such
rate may be modified in accordance with Section 3.20 (or, in the
case of a
Mortgage Loan that is part of an Outside Serviced Loan Combination,
by the
applicable Outside Servicer in accordance with the related Outside
Servicing
Agreement) or in connection with a bankruptcy, insolvency or
similar proceeding
involving the related Mortgagor. In the case of any ARD Mortgage
Loan, the
related Mortgage Rate shall increase in accordance with the related
Mortgage
Note if the particular loan is not paid in full by its Anticipated
Repayment
Date. As of the Closing Date, the Mortgage Rate for each
______________ Loan
Component (and, accordingly, for the ______________ Trust Mortgage
Loan) is
______% per annum
"Mortgaged Property" shall mean the real property subject to the
lien of a Mortgage.
"Mortgagor" shall mean, individually and collectively, as the
context may require, (i) the primary obligor or obligors under a
Mortgage Note,
including any Person that has acquired the related Mortgaged
Property and
assumed the obligations of the original obligor under the Mortgage
Note, and
(ii) the owner of the related Mortgaged Property, if such owner has
executed the
related Mortgage with respect to the subject Mortgage Loan in
addition to a
guaranty of the obligations of the named obligor on the related
Mortgage Note,
and such guaranty is secured by such Mortgage; provided that the
foregoing
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definition of "Mortgagor" shall not include any guarantors except
to the extent
described in clause (ii) above.
"Net Aggregate Prepayment Interest Shortfall" shall mean, with
respect to any Distribution Date, the amount, if any, by which (a)
the aggregate
of all Prepayment Interest Shortfalls incurred with respect to the
Mortgage Pool
in connection with Principal Prepayments and/or, insofar as they
result from the
application of Insurance Proceeds and/or Condemnation Proceeds,
other early
recoveries of principal Received by the Trust on the Trust Mortgage
Loans
(including Specially Serviced Trust Mortgage Loans) during the
related
Collection Period, exceeds (b) the aggregate amount deposited by
the Master
Servicer in the Collection Account for such Distribution Date
pursuant to
Section 3.19(a) in connection with such Prepayment Interest
Shortfalls.
"Net Available Distribution Amount" shall mean, with respect to any
Distribution Date, the Available Distribution Amount for such
Distribution Date,
reduced (to not less than zero) by the aggregate of the Class ___
Available
Distribution Amount and the Class ___ Available Distribution Amount
for such
Distribution Date.
"Net Default Charges" shall have, with respect to any Trust
Mortgage
Loan or REO Trust Mortgage Loan, the meaning assigned thereto in
Section
3.26(a).
"Net Investment Earnings" shall mean, with respect to any
Investment
Account for any related Investment Period, the amount, if any, by
which the
aggregate of all interest and other income realized during such
Investment
Period on funds held in such Investment Account (exclusive, in the
case of a
Servicing Account, a Reserve Account or the Defeasance Deposit
Account, of any
portion of such interest or other income payable to a Mortgagor in
accordance
with the related loan documents and applicable law), exceeds the
aggregate of
all losses, if any, incurred during such Investment Period in
connection with
the investment of such funds in accordance with Section 3.06
(exclusive, in the
case of a Servicing Account, a Reserve Account or the Defeasance
Deposit
Account, of any portion of such losses that were incurred in
connection with
investments made for the benefit of a Mortgagor).
"Net Investment Loss" shall mean, with respect to any Investment
Account for any related Investment Period, the amount by which the
aggregate of
all losses, if any, incurred during such Investment Period in
connection with
the investment of funds held in such Investment Account in
accordance with
Section 3.06 (exclusive, in the case of a Servicing Account, a
Reserve Account
or the Defeasance Deposit Account, of any portion of such losses
that were
incurred in connection with investments made for the benefit of a
Mortgagor),
exceeds the aggregate of all interest and other income realized
during such
Investment Period on such funds (exclusive, in the case of a
Servicing Account,
a Reserve Account or the Defeasance Deposit Account, of any portion
of such
interest or other income payable to a Mortgagor in accordance with
the related
loan documents and applicable law).
"Net Liquidation Proceeds" shall mean the excess, if any, of all
Liquidation Proceeds received with respect to any Specially
Serviced Mortgage
Loan or Administered REO Property, over the amount of all
Liquidation Expenses
incurred with respect thereto.
"Net Prepayment Consideration" shall mean the Prepayment
Consideration Received by the Trust (or, if applicable, on behalf
of a Serviced
Non-Trust Mortgage Loan Noteholder) with respect to any Mortgage
Loan or REO
Mortgage Loan (or, in the case of the ______________ Trust Mortgage
Loan or any
successor REO Trust Mortgage Loan with respect thereto, with
respect to any
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______________ Loan Component), net of any Workout Fee or
Liquidation Fee
payable in connection with the receipt thereof.
"Net Principal Distribution Amount" shall mean, with respect to any
Distribution Date, the Principal Distribution Amount for such
Distribution Date,
reduced (to not less than zero) by the aggregate of the Class ___
Principal
Distribution Amount and the Class ___ Principal Distribution Amount
for such
Distribution Date.
"New Lease" shall mean any lease of an Administered REO Property
entered into at the direction of the Special Servicer, including
any lease
renewed, modified or extended on behalf of the Trustee and, in the
case of a
Serviced Loan Combination, the related Serviced Non-Trust Mortgage
Loan
Noteholder(s).
"Nonrecoverable Advance" shall mean any Nonrecoverable P&I
Advance
or Nonrecoverable Servicing Advance.
"Nonrecoverable P&I Advance" shall mean:
(1)
any P&I Advance previously made or proposed to be made in
respect of any Trust Mortgage Loan or REO Trust Mortgage
Loan (or, in the case of the ______________ Trust Mortgage
Loan or any successor REO Trust Mortgage Loan with respect
thereto, with respect to any ______________ Loan Component)
by the Master Servicer, the Trustee or the Fiscal Agent,
which P&I Advance such party has determined in its
reasonable, good faith judgment, will not be ultimately
recoverable from late payments, Insurance Proceeds,
Condemnation Proceeds or Liquidation Proceeds, or any other
recovery on or in respect of such Trust Mortgage Loan or REO
Trust Mortgage Loan, as the case may be; and
(2)
any P&I Advance previously made or proposed to be made in
respect of any Specially Serviced Trust Mortgage Loan or any
REO Trust Mortgage Loan (or, if applicable, in the case of
the ______________ Trust Mortgage Loan or any successor REO
Trust Mortgage Loan with respect thereto, with respect to
any ______________ Loan Component) that the Special Servicer
has determined, in accordance with the Servicing Standard,
will not be ultimately recoverable from late payments,
Insurance Proceeds, Condemnation Proceeds or Liquidation
Proceeds, or any other recovery on or in respect of such
Specially Serviced Trust Mortgage Loan or REO Trust Mortgage
Loan, as the case may be.
"Nonrecoverable Servicing Advance" shall mean:
(1)
any Servicing Advance previously made or proposed to be made
in respect of any Serviced Mortgage Loan or Administered REO
Property by the Master Servicer, the Special Servicer, the
Trustee or the Fiscal Agent, which Servicing Advance such
party has determined, in its reasonable, good faith
judgment, will not be ultimately recoverable from late
payments, Insurance Proceeds, Condemnation Proceeds,
Liquidation Proceeds, or any other recovery on or in respect
of such Mortgage Loan (or, if such Mortgage Loan is part of
a Serviced Loan
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Combination, on or in respect of such Loan Combination) or
such Administered REO Property, as the case may be; and
(2)
any Servicing Advance previously made or proposed to be made
in respect of any Specially Serviced Mortgage Loan or
Administered REO Property by the Master Servicer, the
Special Servicer, the Trustee or the Fiscal Agent, that the
Special Servicer has determined, in accordance with the
Servicing Standard, will not be ultimately recoverable from
late payments, Insurance Proceeds, Condemnation Proceeds or
Liquidation Proceeds, or any other recovery on or in respect
of such Specially Serviced Mortgage Loan (or, if such
Mortgage Loan is part of a Serviced Loan Combination, on or
in respect of such Loan Combination) or such Administered
REO Property, as the case may be.
"Non-Registered Certificate" shall mean any Certificate that has
not
been the subject of registration under the Securities Act. As of
the Closing
Date, the [Class X-CL, Class G, Class H, Class J, Class K, Class L,
Class M,
Class N, Class P, Class Q, Class S, Class T, Class R-I, Class R-II
and Class
R-III Certificates, the Class ___ Certificates, the Class ___
Certificates, the
Class R-LR Certificates (if issued in accordance with Section 2.06)
and the
Class V] Certificates (if issued in accordance with Section 2.05)
are
Non-Registered Certificates.
"Non-Trust Mortgage Loan" shall mean any mortgage loan that is part
of a Loan Combination but is not included in the Trust Fund. The
Non-Trust
Mortgage Loans consist of the ________________ Non-Trust Mortgage
Loans, the
________________ Non-Trust Mortgage Loans, the ____________________
Non-Trust
Mortgage Loan, the ______________ Non-Trust Mortgage Loan, the
___________________ Note B Non-Trust Mortgage Loan, the
________________ Note B
Non-Trust Mortgage Loan, the ________________ Note B Non-Trust
Mortgage Loan and
the other Serviced Note B Non-Trust Mortgage Loans.
"Non-Trust Mortgage Loan Noteholder" shall mean the holder of the
Mortgage Note for a Non-Trust Mortgage Loan.
"Non-Trust Mortgage Loan Securities" shall mean any securities
evidencing an interest in, or secured by, a Non-Trust Mortgage Loan
or any
successor REO Mortgage Loan with respect thereto.
"Non-Trust Mortgage Loan Securitization Agreement" shall mean any
agreement governing the securitization of a Non-Trust Mortgage Loan
or any
successor REO Mortgage Loan with respect thereto.
"Non-Trust Mortgage Loan Securitization Trust" shall mean any
commercial mortgage securitization trust that is similar to the
Trust and holds
a Non-Trust Mortgage Loan or any successor REO Mortgage Loan with
respect
thereto.
"Non-United States Securities Person" shall mean a Person that is
not a United States Securities Person.
"Non-United States Tax Person" shall mean a Person that is not a
United States Tax Person.
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"Offering Memorandum" shall mean the Offering Memorandum dated
___________, 200_, relating to the [Class X-CL, Class G, Class H,
Class J, Class
K, Class L, Class M, Class N, Class P, Class Q, Class S, Class T,
Class ___-1,
Class ___-2, Class ___-3, Class ___-4, Class ___-1, Class ___-2,
Class ___-3,
Class ___-4, Class ___-5, Class ___-6 and Class ___-7]
Certificates.
"Officer's Certificate" shall mean a certificate signed by a
Servicing Officer of the Master Servicer or the Special Servicer,
as the case
may be, or by a Responsible Officer of the Trustee or the Fiscal
Agent, as the
case may be, and shall mean with respect to any other Person, a
certificate
signed by any of the Chairman of the Board, the Vice Chairman of
the Board, the
President, any Vice President or Managing Director, an Assistant
Vice President
or any other authorized officer (however denominated) or another
officer
customarily performing functions similar to those performed by any
of the above
designated officers or, 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.
"Opinion of Counsel" shall mean a written opinion of counsel, who
may, without limitation, be salaried counsel for the Depositor, the
Master
Servicer or the Special Servicer, acceptable in form and delivered
to the
Trustee or any other specified Person, as the case may be, except
that any
opinion of counsel relating to (a) the qualification of any REMIC
Pool as a
REMIC, (b) compliance with the REMIC Provisions, (c) qualification
of the
Grantor Trust (if created hereunder taking into account Section
2.05(b)) as a
grantor trust, (d) whether any act or event would cause an Adverse
REMIC Event
or Adverse Grantor Trust Event, as may be applicable, or (e) the
resignation of
the Master Servicer or the Special Servicer pursuant to this
Agreement, must be
a written opinion of Independent counsel acceptable to and
delivered to the
Trustee or any other specified Person, as the case may be.
"Original Class Notional Amount" shall mean, with respect to either
Class of Interest-Only Certificates, the initial Class Notional
Amount thereof
as of the Closing Date, which shall equal $_______________, in the
case of the
Class X-CL Certificates, and $_______________, in the case of the
Class X-CP
Certificates.
"Original Class Principal Balance" shall mean, with respect to any
Class of Principal Balance Certificates, the initial Class
Principal Balance
thereof as of the Closing Date, in each case as specified in the
Preliminary
Statement.
"OTS" shall mean the Office of Thrift Supervision or any successor
thereto.
"Outside Administered REO Property" shall mean any REO Property
relating to an Outside Serviced Loan Combination.
"Outside Master Servicer" shall mean: (i) in the case of the
________________ Trust Mortgage Loan (or any successor REO Trust
Mortgage Loan
with respect thereto), the ________________ Master Servicer; (ii)
in the case of
the ________________ Trust Mortgage Loan (or any successor REO
Trust Mortgage
Loan with respect thereto), the ________________ Master Servicer;
and (iii) in
the case of the ____________________ Trust Mortgage Loan (or any
successor REO
Trust Mortgage Loan with respect thereto), the ____________________
Master
Servicer.
"Outside Serviced Loan Combination" shall mean the ________________
Loan Combination, the ________________ Loan Combination or the
____________________ Loan Combination, as applicable.
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"Outside Serviced Mortgage Loan" shall mean any Mortgage Loan that
is part of an Outside Serviced Loan Combination.
"Outside Serviced Trust Mortgage Loan" shall mean the
________________ Trust Mortgage Loan, the ________________ Trust
Mortgage Loan
or the ____________________ Trust Mortgage Loan, as applicable.
"Outside Servicer" shall mean, in the case of each Outside Serviced
Loan Combination, the related Outside Master Servicer or Outside
Special
Servicer, as applicable.
"Outside Servicer Default" shall mean an "Event of Default" on the
part of an Outside Servicer under an Outside Servicing Agreement.
"Outside Servicing Agreement" shall mean: (i) in the case of the
________________ Trust Mortgage Loan (or any successor REO Trust
Mortgage Loan
with respect thereto), the ________________ Servicing Agreement;
(ii) in the
case of the ________________ Trust Mortgage Loan (or any successor
REO Trust
Mortgage Loan with respect thereto), the ________________ Servicing
Agreement;
and (iii) in the case of the ____________________ Trust Mortgage
Loan (or any
successor REO Trust Mortgage Loan with respect thereto), the
____________________ Servicing Agreement.
"Outside Servicing Fee" shall mean, with respect to any Outside
Serviced Trust Mortgage Loan or any successor REO Trust Mortgage
Loan with
respect thereto, the monthly fee, comparable to the Master
Servicing Fee
hereunder and calculated at the related Outside Servicing Fee Rate,
that is
payable to the related Outside Master Servicer (or, if applicable,
to the
related Outside Master Servicer and a primary servicer in the
aggregate).
"Outside Servicing Fee Rate" shall mean: (i) ____% per annum, in
the
case of the ________________ Trust Mortgage Loan or any successor
REO Trust
Mortgage Loan with respect thereto; (ii) ____% per annum, in the
case of the
________________ Trust Mortgage Loan or any successor REO Trust
Mortgage Loan
with respect thereto; and (iii) ______% per annum, in the case of
the
____________________ Trust Mortgage Loan or any successor REO Trust
Mortgage
Loan with respect thereto.
"Outside Special Servicer" shall mean: (i) in the case of the
________________ Trust Mortgage Loan (or any successor REO Trust
Mortgage Loan
with respect thereto), the ________________ Special Servicer; (ii)
in the case
of the ________________ Trust Mortgage Loan (or any successor REO
Trust Mortgage
Loan with respect thereto), the ________________ Special Servicer;
and (iii) in
the case of the ____________________ Trust Mortgage Loan (or any
successor REO
Trust Mortgage Loan with respect thereto), the ____________________
Special
Servicer.
"Outside Trustee" shall mean: (i) in the case of the
________________ Trust Mortgage Loan (or any successor REO Trust
Mortgage Loan
with respect thereto), the ________________ Trustee; (ii) in the
case of the
________________ Trust Mortgage Loan (or any successor REO Trust
Mortgage Loan
with respect thereto), the ________________ Trustee; and (iii) in
the case of
the ____________________ Trust Mortgage Loan (or any successor REO
Trust
Mortgage Loan with respect thereto), the ____________________
Trustee.
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"Ownership Interest" shall mean, as to any Certificate, any
ownership or security interest in such Certificate as the Holder
thereof and any
other interest therein, whether direct or indirect, legal or
beneficial, as
owner or as pledgee.
"P&I Advance" shall mean, as to any Trust Mortgage Loan or REO
Trust
Mortgage Loan, any advance made by the Master Servicer, the Trustee
or the
Fiscal Agent pursuant to Section 4.03.
"Pari Passu Mortgage Loan" shall mean: (a) the ______________ Loan
Component A-1a; (b) the ______________ Non-Trust Mortgage Loan; or
(c) any
Mortgage Loan (or portion thereof) that (i) is part of an Outside
Serviced Loan
Combination and (ii) is not a Subordinate Non-Trust Mortgage Loan.
"Pari Passu Non-Trust Mortgage Loan" shall mean any Non-Trust
Mortgage Loan (or portion thereof) that is a Pari Passu Mortgage
Loan.
"Pari Passu Trust Mortgage Loan" shall mean any Trust Mortgage Loan
(or portion thereof) that is a Pari Passu Mortgage Loan.
"Pass-Through Rate" shall mean:
(a)
with respect to the Class A-1 Certificates, for any Interest
Accrual Period, ______% per annum;
(b)
with respect to the Class A-2 Certificates, for any Interest
Accrual Period, ______% per annum;
(c)
with respect to the Class A-3 Certificates, for any Interest
Accrual Period, an annual rate equal to the Weighted Average REMIC
I
Remittance Rate for such Interest Accrual Period;
(d)
with respect to the Class A-AB Certificates, for any
Interest Accrual Period, ______% per annum;
(e)
with respect to the Class A-4 Certificates, for any Interest
Accrual Period, an annual rate equal to the lesser of (i) the
Weighted
Average REMIC I Remittance Rate for such Interest Accrual Period
and (ii)
______% per annum;
(f)
with respect to the Class A-1A Certificates, for any
Interest Accrual Period, an annual rate equal to the lesser of (i)
the
Weighted Average REMIC I Remittance Rate for such Interest Accrual
Period
and (ii) ______% per annum;
(g)
with respect to the Class A-M Certificates, for any Interest
Accrual Period, an annual rate equal to the lesser of (i) the
Weighted
Average REMIC I Remittance Rate for such Interest Accrual Period
and (ii)
______% per annum;
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(h)
with respect to the Class A-J Certificates, for any Interest
Accrual Period, an annual rate equal to the lesser of (i) the
Weighted
Average REMIC I Remittance Rate for such Interest Accrual Period
and (ii)
______% per annum;
(i)
with respect to the Class B Certificates, for any Interest
Accrual Period, an annual rate equal to the lesser of (i) the
Weighted
Average REMIC I Remittance Rate for such Interest Accrual Period
and (ii)
______% per annum;
(j)
with respect to the Class C Certificates, for any Interest
Accrual Period, an annual rate equal to the lesser of (i) the
Weighted
Average REMIC I Remittance Rate for such Interest Accrual Period
and (ii)
______% per annum;
(k)
with respect to the Class D Certificates, for any Interest
Accrual Period, an annual rate equal to the lesser of (i) the
Weighted
Average REMIC I Remittance Rate for such Interest Accrual Period
and (ii)
______% per annum;
(l)
with respect to the Class E Certificates, for any Interest
Accrual Period, an annual rate equal to the lesser of (i) the
Weighted
Average REMIC I Remittance Rate for such Interest Accrual Period
and (ii)
______% per annum;
(m)
with respect to the Class F Certificates, for any Interest
Accrual Period, an annual rate equal to the lesser of (i) the
Weighted
Average REMIC I Remittance Rate for such Interest Accrual Period
and (ii)
______% per annum;
(n)
with respect to the Class G Certificates, for any Interest
Accrual Period, an annual rate equal to the lesser of (i) the
Weighted
Average REMIC I Remittance Rate for such Interest Accrual Period
and (ii)
______% per annum;
(o)
with respect to the Class H Certificates, for any Interest
Accrual Period, an annual rate equal to the Weighted Average REMIC
I
Remittance Rate for such Interest Accrual Period;
(p)
with respect to the Class J Certificates, for any Interest
Accrual Period, an annual rate equal to the Weighted Average REMIC
I
Remittance Rate for such Interest Accrual Period;
(q)
with respect to the Class K Certificates, for any Interest
Accrual Period, an annual rate equal to the Weighted Average REMIC
I
Remittance Rate for such Interest Accrual Period;
(r)
with respect to the Class L, Class M, Class N, Class P,
Class Q, Class S and Class T Certificates, for any Interest Accrual
Period, ______% per annum;
(s)
with respect to each Class of Class ___ Certificates, for
any Interest Accrual Period, ______% per annum;
(t)
with respect to each Class of Class ___ Certificates, for
any Interest Accrual Period, ______% per annum;
(u)
with respect to any Class X-CL REMIC III Component, for any
Interest Accrual Period, an annual rate equal to either: (i) if
such Class
X-CL REMIC III Component has a
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Corresponding Class X-CP REMIC III Component, and if such Interest
Accrual
Period relates to, or otherwise ends prior to, the Class X-CP
Termination
Date for such Corresponding Class X-CP REMIC III Component, the
excess, if
any, of (A) the REMIC II Remittance Rate with respect to such Class
X-CL
REMIC III Component's Corresponding REMIC II Regular Interest for
such
Interest Accrual Period, over (B) the greater of (1) the Adjusted
REMIC II
Remittance Rate with respect to such Class X-CL REMIC III
Component's
Corresponding REMIC II Regular Interest for such Interest Accrual
Period
and (2) the Reference Rate for such Interest Accrual Period; or
(ii) in
all other cases, the excess, if any, of (X) the REMIC II Remittance
Rate
with respect to such Class X-CL REMIC III Component's Corresponding
REMIC
II Regular Interest for such Interest Accrual Period, over (Y) the
Adjusted REMIC II Remittance Rate with respect to such Class X-CL
REMIC
III Component's Corresponding REMIC II Regular Interest for such
Interest
Accrual Period;
(v)
with respect to the Class X-CL Certificates, for any
Interest Accrual Period, an annual rate equal to the weighted
average
(expressed as a percentage and rounded to six decimal places) of
the
respective Pass-Through Rates applicable to the Class X-CL REMIC
III
Components for such Interest Accrual Period, weighted on the basis
of the
respective Component Notional Amounts of the Class X-CL REMIC III
Components outstanding immediately prior to the related
Distribution Date;
(w)
with respect to any Class X-CP REMIC III Component, for any
Interest Accrual Period, an annual rate equal to either: (i) if
such
Interest Accrual Period relates to, or otherwise ends prior to, the
Class
X-CP Termination Date for such Class X-CP REMIC III Component, the
excess,
if any, of (A) the lesser of (1) the REMIC II Remittance Rate with
respect
to such Class X-CP REMIC III Component's Corresponding REMIC II
Regular
Interest for such Interest Accrual Period and (2) the Reference
Rate for
such Interest Accrual Period, over (B) the Adjusted REMIC II
Remittance
Rate with respect to such Class X-CP REMIC III Component's
Corresponding
REMIC II Regular Interest for such Interest Accrual Period; or (ii)
if
such Interest Accrual Period relates to a Distribution Date
subsequent to
the Class X-CP Termination Date for such Class X-CP REMIC III
Component,
0% per annum; and
(x)
with respect to the Class X-CP Certificates, for any
Interest Accrual Period, an annual rate equal to the weighted
average
(expressed as a percentage and rounded to six decimal places) of
the
respective Pass-Through Rates applicable to the Class X-CP REMIC
III
Components for such Interest Accrual Period, weighted on the basis
of the
respective Component Notional Amounts of the Class X-CP REMIC III
Components outstanding immediately prior to the related
Distribution Date;
provided that, for reporting purposes, the Pass-Through Rate of the
Class
X-CP Certificates for each Interest Accrual Period shall be
calculated in
accordance with the Prospectus Supplement.
The Weighted Average REMIC I Remittance Rate referenced above in
this definition is also the REMIC II Remittance Rate for each REMIC
II Regular
Interest (other than the Group ___ REMIC II Regular Interests and
the Group ___
REMIC II Regular Interests).
"PCAOB" shall mean the Public Company Accounting Oversight Board.
"Percentage Interest" shall mean: (a) with respect to any Regular
Interest Certificate, the portion of the relevant Class evidenced
by such
Certificate, expressed as a percentage, the numerator of
-79-
which is the Certificate Principal Balance or Certificate Notional
Amount, as
the case may be, of such Certificate as of the Closing Date, as
specified on the
face thereof, and the denominator of which is the Original Class
Principal
Balance or Original Class Notional Amount, as the case may be, of
the relevant
Class; and (b) with respect to any other Certificate, the
percentage interest in
distributions to be made with respect to the relevant Class, as
stated on the
face of such Certificate.
"Performing Serviced Mortgage Loan" shall mean any Corrected
Mortgage Loan and any Serviced Mortgage Loan as to which a
Servicing Transfer
Event has never occurred.
"Performing Serviced Trust Mortgage Loan" shall mean any Trust
Mortgage Loan that is a Performing Serviced Mortgage Loan.
"Permitted Encumbrances" shall have the meaning assigned thereto in
paragraph (viii) of Schedule II.
"Permitted Investments" shall mean any one or more of the following
obligations or securities (including obligations or securities of
the Trustee
(in its individual capacity) if otherwise qualifying hereunder):
(i)
direct obligations of, or obligations fully guaranteed as to
timely payment of principal and interest by, the United
States or any agency or instrumentality thereof (having
original maturities of not more than 365 days), provided
that such obligations are backed by the full faith and
credit of the United States. Such obligations must be
limited to those instruments that have a predetermined fixed
dollar amount of principal due at maturity that cannot vary
or change. Interest may either be fixed or variable. If such
interest is variable, interest must be tied to a single
interest rate index plus a single fixed spread (if any), and
move proportionately with that index;
(ii)
repurchase obligations with respect to any security
described in clause (i) of this definition (having original
maturities of not more than 365 days), provided that the
short-term deposit or debt obligations of the party agreeing
to repurchase such obligations are rated in the highest
rating category of each Rating Agency (or, in the case of
any Rating Agency, such lower rating as will not result in
an Adverse Rating Event with respect to any Class of
Certificates or any class of Specially Designated Non-Trust
Mortgage Loan Securities that is rated by such Rating
Agency, as evidenced in writing by such Rating Agency). In
addition, any such item by its terms must have a
predetermined fixed dollar amount of principal due at
maturity that cannot vary or change. Interest may either be
fixed or variable. If such interest is variable, interest
must be tied to a single interest rate index plus a single
fixed spread (if any), and move proportionately with that
index;
(iii)
certificates of deposit, time deposits, demand deposits and
bankers' acceptances of any bank or trust company organized
under the laws of the United States or any state thereof
(having original maturities of not more than 365 days), the
short-term obligations of which are rated in the highest
rating category of each Rating Agency (or, in the case of
any Rating Agency, such lower rating as will not result in
an Adverse Rating Event with respect to any Class of
Certificates or any class
-80-
of Specially Designated Non-Trust Mortgage Loan Securities
that is rated by such Rating Agency, as evidenced in writing
by such Rating Agency). In addition, any such item by its
terms must have a predetermined fixed dollar amount of
principal due at maturity that cannot vary or change.
Interest may either be fixed or variable. If such interest
is variable, interest must be tied to a single interest rate
index plus a single fixed spread (if any), and move
proportionately with that index;
(iv)
commercial paper (having original maturities of not more
than 90 days) of any corporation incorporated under the laws
of the United States or any state thereof (or if not so
incorporated, the commercial paper is United States Dollar
denominated and amounts payable thereunder are not subject
to any withholding imposed by any non-United States
jurisdiction) which is rated in the highest rating category
of each Rating Agency (or, in the case of any Rating Agency,
such lower rating as will not result in an Adverse Rating
Event with respect to any Class of Certificates or any class
of Specially Designated Non-Trust Mortgage Loan Securities
that is rated by such Rating Agency, as evidenced in writing
by such Rating Agency). In addition, such commercial paper
by its terms must have a predetermined fixed dollar amount
of principal due at maturity that cannot vary or change.
Interest may either be fixed or variable. If such interest
is variable, interest must be tied to a single interest rate
index plus a single fixed spread (if any), and move
proportionately with that index;
(v)
units of money market funds rated in the highest applicable
rating category of each Rating Agency (or, in the case of
any Rating Agency, such lower rating as will not result in
an Adverse Rating Event with respect to any Class of
Certificates or any class of Specially Designated Non-Trust
Mortgage Loan Securities that is rated by such Rating
Agency, as evidenced in writing by such Rating Agency) and
which seeks to maintain a constant net asset value; and
(vi)
any other obligation or security that (A) is acceptable to
each Rating Agency, evidence of which acceptability shall
(1) in the case of any Rating Agency, be evidenced in a
writing by such Rating Agency to the effect that such
obligation or security will not result in an Adverse Rating
Event with respect to any Class of Certificates or any class
of Specially Designated Non-Trust Mortgage Loan Securities
that is rated by such Rating Agency, or (2) otherwise be
evidenced in a writing by each Rating Agency to the Master
Servicer, the Special Servicer and the Trustee, (B) is rated
in the highest applicable rating category by each Rating
Agency and (C) constitutes a "cash flow investment" (within
the meaning of the REMIC Provisions), as evidenced by an
Opinion of Counsel obtained at the expense of the Person
that wishes to include such obligation or security as a
Permitted Investment;
provided that (1) no investment described hereunder shall evidence
either the
right to receive (x) only interest with respect to such investment
or (y) a
yield to maturity greater than 120% of the yield to maturity at par
of the
underlying obligations; (2) no investment described hereunder may
be purchased
at a price greater than par if such investment may be prepaid or
called at a
price less than its purchase
-81-
price prior to stated maturity; and (3) no investment described
hereunder may
have a "r" highlighter or other comparable qualifier attached to
its rating; and
provided, further, that, with respect to any investment of funds
allocable to a
Specially Designated Securitized Non-Trust Mortgage Loan or any
successor REO
Mortgage Loan with respect thereto, if any of the related Specially
Designated
Non-Trust Mortgage Loan Securities are rated by Moody's, then the
term "Rating
Agency" as used in this definition shall be deemed to include
Moody's.
"Permitted Purchase" shall mean:
(i)
the repurchase of a Lehman Trust Mortgage Loan or any
related REO Property by the Depositor, pursuant to Section 2.03;
(ii)
the repurchase of a UBS Trust Mortgage Loan or any related
REO Property by or on behalf of the UBS Mortgage Loan Seller,
pursuant to
the UBS/Depositor Mortgage Loan Purchase Agreement;
(iii)
the purchase of a Specially Serviced Trust Mortgage Loan
by a Purchase Option Holder or its assignee, pursuant to Section
3.18;
(iv)
the purchase of a Trust Mortgage Loan or REO Property by a
Controlling Class Certificateholder, the Special Servicer, the
Master
Servicer, the Depositor or Lehman Brothers, or the acquisition
thereof in
exchange for all the Certificates, in any event pursuant to Section
9.01;
(v)
the purchase of a Mortgage Loan by the holder of a related
mezzanine loan in connection with a default under such Mortgage
Loan, as
set forth in the related intercreditor agreement;
(vi)
in the case of a Combination Trust Mortgage Loan, the
purchase of such Mortgage Loan by a related Non-Trust Mortgage Loan
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