EXHIBIT 4.1
J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.,
Depositor
[____________________],
Master Servicer
[________],
Special Servicer
and
[________],
Trustee
and Paying Agent
POOLING AND SERVICING AGREEMENT
Dated as of
[________], 20[__]
J.P. Morgan Chase Commercial Mortgage Securities Corp.
Commercial Mortgage Pass-Through Certificates
[________]
<PAGE>
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS
Section 1.01 Defined
Terms...................................................
Section 1.02 Certain
Calculations............................................
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01 Conveyance of Mortgage
Loans....................................
Section 2.02 Acceptance by
Trustee...........................................
Section 2.03
Representations,
Warranties and Covenants of
the Depositor; Mortgage Loan Sellers'
Repurchase or Substitution of
Mortgage Loans for Defects in Mortgage Files and
Breaches of Representations and Warranties....................
Section 2.04 Execution of
Certificates; Issuance of
Uncertificated Lower-Tier Interests...........................
Section 2.05 Grantor Trust
Designations......................................
ARTICLE III
ADMINISTRATION AND
SERVICING OF THE TRUST FUND
Section 3.01 Master Servicer to Act
as Master Servicer; Special
Servicer to Act as Special Servicer;
Administration of the Mortgage Loans..........................
Section 3.02 Collection of Mortgage
Loan Payments............................
Section 3.03 Collection of Taxes,
Assessments and Similar Items;
Servicing Accounts............................................
Section 3.04 The Certificate
Account, the Lower-Tier and Upper-Tier
Distribution Accounts, the Companion
Distribution Account, the Interest Reserve Account,
the Gain-on-Sale Reserve Account, the Excess
Interest Distribution Account and the
Floating Rate Account.........................................
Section 3.05 Permitted Withdrawals
from the Certificate Account,
the Distribution Accounts, the Companion
Distribution Account, the Excess Interest
Distribution and the Floating Rate Account....................
Section 3.06 Investment of Funds in
the Certificate Account
and the REO Account...........................................
Section 3.07 Maintenance of
Insurance Policies; Errors and
Omissions and Fidelity Coverage...............................
Section 3.08 Enforcement of
Due-on-Sale Clauses; Assumption Agreements.......
Section 3.09 Realization Upon
Defaulted Mortgage Loans.......................
Section 3.10 Trustee to Cooperate;
Release of Mortgage Files.................
Section 3.11 Servicing
Compensation..........................................
Section 3.12 Inspections;
Collection of Financial Statements.................
Section 3.13
[Reserved]......................................................
Section 3.14
[Reserved]......................................................
Section 3.15 Access to Certain
Information...................................
Section 3.16 Title to REO Property;
REO Account..............................
Section 3.17 Management of REO
Property......................................
Section 3.18 Sale of Defaulted
Mortgage Loans and REO Properties.............
Section 3.19 Additional Obligations
of Master Servicer
and Special Servicer..........................................
Section 3.20 Modifications,
Waivers, Amendments and Consents.................
Section 3.21 Transfer of Servicing
Between Master Servicer and
Special Servicer; Recordkeeping; Asset Status
Report........................................................
Section 3.22 Sub-Servicing
Agreements........................................
Section 3.23 Representations,
Warranties and Covenants
of the Master Servicer........................................
Section 3.24 Representations,
Warranties and Covenants
of the Special Servicer.......................................
Section 3.25 Interest Reserve
Account........................................
Section 3.26 Excess Interest
Distribution Account............................
Section 3.27 Directing
Certificateholder Contact with Master Servicer........
Section 3.28 Controlling Class
Certificateholders and Directing
Certificateholder; Certain Rights and Powers of
Directing Certificateholder...................................
Section 3.29 Intercreditor
Agreements........................................
Section 3.30 Companion Paying
Agent..........................................
Section 3.31 Companion
Register..............................................
Section 3.32 Swap
Contract...................................................
Section 3.33 Litigation
Control..............................................
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01
Distributions...................................................
Section 4.02 Statements to
Certificateholders; CMSA Investor
Reporting Package
(IRP)s; Grant of Power of Attorney..........
Section 4.03 P&I
Advances....................................................
Section 4.04 Allocation of
Collateral Support Deficit........................
Section 4.05 Appraisal
Reductions............................................
Section 4.06 Certificate Deferred
Interest...................................
Section 4.07 Grantor Trust
Reporting.........................................
ARTICLE V
THE CERTIFICATES
Section 5.01 The
Certificates................................................
Section 5.02 Registration of
Transfer and Exchange of Certificates...........
Section 5.03 Book-Entry
Certificates.........................................
Section 5.04 Mutilated, Destroyed,
Lost or Stolen Certificates...............
Section 5.05 Persons Deemed
Owners...........................................
Section 5.06 Certificate Ownership
Certification.............................
Section 5.07 Appointment of Paying
Agent.....................................
ARTICLE VI
THE DEPOSITOR, THE MASTER SERVICER,
THE SPECIAL SERVICER AND
THE DIRECTING CERTIFICATEHOLDER
Section 6.01 Liability of the
Depositor, the Master Servicer
and the Special Servicer......................................
Section 6.02 Merger, Consolidation
or Conversion of the Depositor,
the Master Servicer or the Special Servicer...................
Section 6.03 Limitation on
Liability of the Depositor,
the Master Servicer, the Special Servicer and Others..........
Section 6.04 Depositor, Master
Servicer and Special
Servicer Not to Resign........................................
Section 6.05 Rights of the
Depositor in Respect of the
Master Servicer and the Special Servicer......................
Section 6.06 The Master Servicer
and the Special Servicer
as Certificate Owner..........................................
Section 6.07 The Directing
Certificateholder.................................
ARTICLE VII
DEFAULT
Section 7.01 Events of Default;
Master Servicer and
Special Servicer Termination..................................
Section 7.02 Trustee to Act;
Appointment of Successor........................
Section 7.03 Notification to
Certificateholders..............................
Section 7.04 Waiver of Events of
Default.....................................
Section 7.05 Trustee as Maker of
Advances....................................
ARTICLE VIII
CONCERNING THE TRUSTEE AND THE PAYING AGENT
Section 8.01 Duties of the Trustee
and the Paying Agent......................
Section 8.02 Certain Matters
Affecting the Trustee and the Paying Agent......
Section 8.03 Trustee and Paying
Agent Not Liable for Validity or
Sufficiency of Certificates or Mortgage Loans.................
Section 8.04 Trustee or Paying
Agent May Own Certificates....................
Section 8.05 Fees and Expenses of
Trustee and Paying Agent;
Indemnification of Trustee and Paying Agent...................
Section 8.06 Eligibility
Requirements for Trustee and the Paying Agent.......
Section 8.07
Resignation and
Removal of the Trustee and Paying Agent.........
Section 8.08 Successor Trustee or
Paying Agent...............................
Section 8.09 Merger or
Consolidation of Trustee or Paying Agent..............
Section 8.10 Appointment of
Co-Trustee or Separate Trustee...................
Section 8.11 Appointment of
Custodians.......................................
Section 8.12 Access to Certain
Information...................................
Section 8.13 Representations and
Warranties of the Trustee...................
Section 8.14 Representations and
Warranties of the Paying Agent..............
ARTICLE IX
TERMINATION
Section 9.01 Termination upon
Repurchase or Liquidation
of All Mortgage Loans.........................................
Section 9.02 Additional Termination
Requirements.............................
ARTICLE X
ADDITIONAL REMIC
PROVISIONS
Section 10.01
REMIC
Administration............................................
Section 10.02
Use of
Agents...................................................
Section 10.03
Depositor, Master Servicer and Special Servicer to
Cooperate with Paying Agent...................................
Section 10.04
Appointment of REMIC
Administrators.............................
ARTICLE XI
EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE
Section 11.01
Intent of the Parties;
Reasonableness...........................
Section 11.02
Succession;
Subcontractors......................................
Section 11.03
Filing
Obligations..............................................
Section 11.04
Form 10-D
Filings...............................................
Section 11.05
Form 10-K
Filings...............................................
Section 11.06
Sarbanes-Oxley
Certification....................................
Section 11.07
Form 8-K
Filings................................................
Section 11.08
Form 15
Filing..................................................
Section 11.09
Annual Compliance
Statements....................................
Section 11.10
Annual Reports on Assessment of Compliance
with Servicing Criteria.......................................
Section 11.11
Annual Independent Public Accountants' Servicing
Report.........
Section 11.12
Indemnification.................................................
Section 11.13
Amendments......................................................
ARTICLE XII
MISCELLANEOUS PROVISIONS
Section 12.01
Amendment.......................................................
Section 12.02
Recordation of Agreement;
Counterparts..........................
Section 12.03
Limitation on Rights of
Certificateholders......................
Section 12.04
Governing
Law...................................................
Section 12.05
Notices.........................................................
Section 12.06
Severability of
Provisions......................................
Section 12.07
Grant of a Security
Interest....................................
Section 12.08
Successors and Assigns; Third Party
Beneficiaries...............
Section 12.09
Article and Section
Headings....................................
Section 12.10
Notices to the Rating
Agencies..................................
EXHIBITS
Exhibit A-1
Form of Class A-1 Certificate
Exhibit A-2
Form of Class A-2 Certificate
Exhibit A-3
Form of Class A-2FL Certificate
Exhibit A-4
Form of Class A-3 Certificate
Exhibit A-5
Form of Class A-4 Certificate
Exhibit A-6
Form of Class A-SB Certificate
Exhibit A-7
Form of Class A-1A Certificate
Exhibit A-8
Form of Class X-1 Certificate
Exhibit A-9
Form of Class X-2 Certificate
Exhibit A-10
Form of Class A-M Certificate
Exhibit A-11
Form of Class A-J Certificate
Exhibit A-12
Form of Class B Certificate
Exhibit A-13
Form of Class C Certificate
Exhibit A-14
Form of Class D Certificate
Exhibit A-15
Form of Class E Certificate
Exhibit A-16
Form of Class F Certificate
Exhibit A-17
Form of Class G Certificate
Exhibit A-18
Form of Class H Certificate
Exhibit A-19
Form of Class J Certificate
Exhibit A-20
Form of Class K Certificate
Exhibit A-21
Form of Class L Certificate
Exhibit A-22
Form of Class M Certificate
Exhibit A-23
Form of Class N Certificate
Exhibit A-24
Form of Class P Certificate
Exhibit A-25
Form of Class NR Certificate
Exhibit A-26
Form of Class S Certificate
Exhibit A-27
Form of Class R Certificate
Exhibit A-28
Form of Class LR Certificate
Exhibit B
Mortgage Loan Schedule
Exhibit C
Form of Investment Representation Letter
Exhibit D-1
Form of Transfer Affidavit
Exhibit D-2
Form of Transferor Letter
Exhibit E
Form of Request for Release
Exhibit F
Form of ERISA Representation Letter
Exhibit G
Form of Statement to Certificateholders
Exhibit H
Form of Omnibus Assignment
Exhibit I-1
Form of Regulation S Transfer Certificate
during Restricted Period
Exhibit I-2
Form of Regulation S Transfer Certificate after
Restricted Period
Exhibit J
Form of Purchase Option Notice
Exhibit K
Form of Transfer Certificate for Rule 144A Book-Entry
Certificate to Regulation S Book-Entry
Certificate during Restricted Period
Exhibit L
[Reserved]
Exhibit M
Controlling Class Certificateholder's Reports Checklist
Exhibit N
Form of Transfer Certificate for Rule 144A Book-Entry
Certificate to Regulation S Book-Entry
Certificate after Restricted Period
Exhibit O
Form of Transfer Certificate of Regulation S
Book-Entry
Certificate to Rule 144A Global Book-Entry
Certificate during Restricted Period
Exhibit P
Form of Transfer Certificate for Regulation S
Book-Entry Certificate during Restricted Period
Exhibit Q
Form Certification to be Provided with Form 10-K
Exhibit R-1
Form of Certification to be Provided to Depositor
by Paying Agent
Exhibit R-2
Form of Certification to be Provided to Depositor
by Master Servicer
Exhibit R-3
Form of Certification to be Provided to Depositor
by Special Servicer
Exhibit R-4
Form of Performance Certification
Exhibit S
Initial Companion Holders
Exhibit T
Form of Notice and Certification regarding Defeasance
of Mortgage Loan
Exhibit U
Information Request from Certificateholder, Beneficial
Owner or Prospective Purchaser
Exhibit V
Trustee Certification/Exception Report
Exhibit W
[Reserved]
Exhibit X
Servicing Criteria to be Addressed in Assessment
of Compliance
Exhibit Y
Additional Form 10-D Disclosure
Exhibit Z
Additional Form 10-K Disclosure
Exhibit AA
Form 8-K Disclosure Information
Exhibit BB
Swap Contract
Schedule 1
Mortgage Loans Containing Additional Debt
Schedule 2
Mortgage Loans that Initially Pay Interest Only
Schedule 3
Class X Reference Rate Schedule
Schedule 4
Assumption Fees on Certain Mortgage Loans
Schedule 5
Class A-SB Planned Principal Balance Schedule
<PAGE>
[References herein to specific Classes of Certificates are included
solely for
contextual purposes and are not meant to indicate any current or
future
certificate structure for any series of Certificates offered by the
Depositor]
This Pooling and Servicing Agreement (the "Agreement") is dated
and
effective as of [________], 20[__], among J.P. Morgan Chase
Commercial Mortgage
Securities Corp., as Depositor, [____________________], as Master
Servicer,
[________], as Special Servicer and [________], as Trustee and
Paying Agent.
PRELIMINARY STATEMENT:
The Depositor intends to sell commercial mortgage pass-through
certificates (collectively, the "Certificates"), to be issued
hereunder in
multiple classes (each, a "Class"), which in the aggregate will
evidence the
entire beneficial ownership interest in the trust fund (the "Trust
Fund") to be
created hereunder, the primary assets of which will be a pool of
commercial,
multifamily and manufactured housing community mortgage loans (the
"Mortgage
Loans"). As provided herein, the Paying Agent shall elect or shall
cause an
election to be made to treat the Trust Fund (exclusive of the Class
A-2FL
Regular Interest, the Swap Contract, the Floating Rate Account, the
Excess
Interest, the Excess Interest Distribution Account and the proceeds
thereof) for
federal income tax purposes as two separate real estate mortgage
investment
conduits (the "Upper-Tier REMIC" and the "Lower-Tier REMIC" as
described
herein).
The parties intend that the portions of the Trust Fund
representing
(i) the Excess Interest, the Excess Interest Distribution Account
and the
proceeds thereof and (ii) the Class A-2FL Regular Interest, the
Swap Contract,
the Floating Rate Account and the proceeds thereof will be treated
as a grantor
trust under subpart E of Part I of subchapter J of the Code and
that the
beneficial interests therein will be represented by the Class S
Certificates and
the Class A-2FL Certificates, respectively.
LOWER-TIER REMIC
[The Class LA-1-1, Class LA-1-2, Class LA-1-3, Class LA-1-4,
Class
LA-1A-1, Class LA-1A-2, Class LA-1A-3, Class LA-1A-4, Class
LA-1A-5, Class
LA-1A-6, Class LA-1A-7, Class LA-1A-8, Class LA-1A-9, Class
LA-1A-10, Class
LA-1A-11, Class LA-1A-12, Class LA-1A-13, Class LA-1A-14, Class
LA-1A-15, Class
LA-2-1, Class LA-2-2, Class LA-2-3, Class LA-2-4, Class LA-2-5,
Class LA-2-6,
Class LA-2FL-1, Class LA-2FL-2, Class LA-2FL-3, Class LA-2FL-4,
Class LA-2FL-5,
Class LA-2FL-6, Class LA-3-1, Class LA-3-2, Class LA-4-1, Class
LA-4-2, Class
LA-4-3, Class LA-4-4, Class LA-4-5, Class LA-4-6, Class LA-SB-1,
Class LA-SB-2,
Class LA-SB-3, Class LA-SB-4, Class LA-SB-5, Class LA-SB-6, Class
LA-M, Class
LA-J, Class LB, Class LC, Class LD-1, Class LD-2, Class LD-3, Class
LE-1, Class
LE-2, Class LE-3, Class LF-1, Class LF-2, Class LF-3, Class LG-1,
Class LG-2,
Class LH-1, Class LH-2, Class LH-3, Class LJ, Class LK-1, Class
LK-2, Class LL,
Class LM, Class LN, Class LP and Class LNR Uncertificated Interests
will
evidence "regular interests" in the Lower-Tier REMIC created
hereunder. The sole
Class of "residual interests" in the Lower-Tier REMIC will be
evidenced by the
Class LR Certificates.]
The following table sets forth the Original Lower-Tier
Principal
Amounts and per annum rates of interest for the Uncertificated
Lower-Tier
Interests and the Class LR Certificates:
Original Lower-Tier
Class Designation Interest Rate Principal
Amount
----------------- ------------- --------------------
[Class LA-1-1]
(1)
$
[__________]
[Class LA-1-2]
(1)
$
[__________]
[Class LA-1-3]
(1)
$
[__________]
[Class LA-1-4]
(1)
$
[__________]
[Class LA-1A-1]
(1)
$
[__________]
[Class LA-1A-2]
(1)
$
[__________]
[Class LA-1A-3]
(1)
$
[__________]
[Class LA-1A-4]
(1)
$
[__________]
[Class LA-1A-5]
(1)
$
[__________]
[Class LA-1A-6]
(1)
$
[__________]
[Class LA-1A-7]
(1)
$
[__________]
[Class LA-1A-8]
(1)
$
[__________]
[Class LA-1A-9]
(1)
$
[__________]
[Class LA-1A-10]
(1)
$
[__________]
[Class LA-1A-11]
(1)
$
[__________]
[Class LA-1A-12]
(1)
$
[__________]
[Class LA-1A-13]
(1)
$
[__________]
[Class LA-1A-14]
(1)
$
[__________]
[Class LA-1A-15]
(1)
$
[__________]
[Class LA-2-1]
(1)
$
[__________]
[Class LA-2-2]
(1)
$
[__________]
[Class LA-2-3]
(1)
$
[__________]
[Class LA-2-4]
(1)
$
[__________]
[Class LA-2-5]
(1)
$
[__________]
[Class LA-2-6]
(1)
$
[__________]
[Class LA-2FL-1]
(1)
$
[__________]
[Class LA-2FL-2]
(1)
$
[__________]
[Class LA-2FL-3]
(1)
$
[__________]
[Class LA-2FL-4]
(1)
$
[__________]
[Class LA-2FL-5] (1)
$
[__________]
[Class LA-2FL-6]
(1)
$
[__________]
[Class LA-3-1]
(1)
$
[__________]
[Class LA-3-2]
(1)
$
[__________]
[Class LA-4-1]
(1)
$
[__________]
[Class LA-4-2]
(1)
$
[__________]
[Class LA-4-3]
(1)
$
[__________]
[Class LA-4-4]
(1)
$
[__________]
[Class
LA-4-5]
(1)
$
[__________]
[Class LA-4-6]
(1)
$
[__________]
[Class LA-SB-1]
(1)
$
[__________]
[Class LA-SB-2]
(1)
$
[__________]
[Class LA-SB-3]
(1)
$
[__________]
[Class LA-SB-4]
(1)
$
[__________]
[Class LA-SB-5]
(1)
$
[__________]
[Class LA-SB-6]
(1)
$ [__________]
[Class LA-M]
(1)
$
[__________]
[Class LA-J]
(1)
$
[__________]
[Class LB]
(1)
$
[__________]
[Class LC]
(1)
$
[__________]
[Class LD-1]
(1)
$
[__________]
[Class LD-2]
(1)
$
[__________]
[Class LD-3]
(1)
$
[__________]
[Class LE-1]
(1)
$
[__________]
[Class LE-2]
(1)
$
[__________]
[Class LE-3]
(1)
$
[__________]
[Class LF-1]
(1)
$
[__________]
[Class LF-2]
(1)
$
[__________]
[Class LF-3]
(1)
$
[__________]
[Class LG-1]
(1)
$
[__________]
[Class LG-2]
(1)
$
[__________]
[Class LH-1]
(1)
$
[__________]
[Class LH-2]
(1)
$
[__________]
[Class LH-3]
(1)
$
[__________]
[Class LJ]
(1)
$
[__________]
[Class LK-1]
(1)
$
[__________]
[Class LK-2]
(1)
$
[__________]
[Class LL]
(1)
$
[__________]
[Class LM]
(1)
$
[__________]
[Class LN]
(1)
$
[__________]
[Class LP]
(1)
$
[__________]
[Class LNR]
(1)
$
[__________]
[Class LR]
None(2)
None(2)
---------------------
(1) The interest
rate for such Class of Uncertificated Lower-Tier Interests
shall be
the Weighted Average Net Mortgage Rate.
(2) The Class LR
Certificates do not have a Certificate Balance or Notional
Amount, do
not bear interest and will not be entitled to distributions of
Yield
Maintenance Charges. Any Available Distribution Amount remaining
in
the
Lower-Tier Distribution Account after distributing the
Lower-Tier
Regular
Distribution Amount shall be distributed to the Holders of the
Class LR
Certificates (but only to the extent of the Available
Distribution Amount for such Distribution Date, if any, remaining
in the
Lower-Tier
Distribution Account).
UPPER-TIER REMIC
[The Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB,
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 NR,
Class X-1 and Class X-2 Certificates and the Class A-2FL Regular
Interest will
evidence "regular interests" in the Upper-Tier REMIC created
hereunder. The sole
Class of "residual interests" in the Upper-Tier REMIC created
hereunder will be
evidenced by the Class R Certificates.]
The following table sets forth the designation, the
pass-through
rate (the "Pass-Through Rate"), the aggregate initial principal
amount (the
"Original Certificate Balance") or Notional Amount ("Original
Notional Amount"),
as applicable, and the initial ratings given each Class by the
Rating Agencies
for each Class of Certificates and the Class A-2FL Regular Interest
comprising
the interests in the Upper-Tier REMIC created hereunder:
<TABLE>
<CAPTION>
Initial
Original Certificate
Pass-Through Balance or
Notional Ratings(1)
Rate
Amount
(Moody's/S&P)
------------
-------------------- -------------
<S>
<C>
<C>
<C>
[Class A-1 Certificates](2)
[_____]%
$
[________]
Aaa/AAA
[Class A-2 Certificates](2)
[_____]%
$
[________]
Aaa/AAA
[Class A-2FL Regular Interest](2) [_____]%(3)
$[________](4)
Aaa/AAA(5)
[Class A-3 Certificates](2)
[_____]%(6) $
[________]
Aaa/AAA
[Class A-4 Certificates](2)
[_____]%(6) $
[________]
Aaa/AAA
[Class A-SB Certificates](2)
[_____]%(7) $
[________]
Aaa/AAA
[Class A-1A Certificates](2)
[_____]%(6) $
[________]
Aaa/AAA
[Class A-M Certificates]
[_____]%(6) $
[________]
Aaa/AAA
[Class A-J Certificates]
[_____]%(8) $
[________]
Aaa/AAA
[Class B Certificates]
[_____]%(8) $
[________]
Aa2/AA
[Class C Certificates]
[_____]%(8) $
[________]
Aa3/AA-
[Class D Certificates]
[_____]%(8) $
[________]
A2/A
[Class E Certificates]
[_____]%(8) $
[________]
A3/A-
[Class F Certificates]
[_____]%(8) $
[________]
Baa1/BBB+
[Class G Certificates]
[_____]%(8) $
[________]
Baa2/BBB
[Class H Certificates]
[_____]%(8) $
[________]
Baa3/BBB-
[Class J Certificates]
[_____]%(7) $
[________]
Ba1/BB+
[Class K Certificates]
[_____]%(7) $
[________]
Ba2/BB
[Class L Certificates]
[_____]%(7)
$
[________]
Ba3/BB-
[Class M Certificates]
[_____]%(7) $
[________]
B1/B+
[Class N Certificates]
[_____]%(7) $
[________]
B2/B
[Class P Certificates]
[_____]%(7) $
[________]
B3/B-
[Class NR Certificates]
[_____]%(7) $
[________]
*/*
[Class R Certificates]
N/A(9)
N/A(9)
*/*
[Class X-1 Certificates]
[_____]%(10) $ [________](11)
Aaa/AAA
[Class X-2 Certificates]
[_____]%(10) $ [________](11)
Aaa/AAA
</TABLE>
---------------------
(1) The
Certificates marked with an asterisk have not been rated by the
applicable
Rating Agency.
(2) For purposes
of making distributions to the Class A-1, Class A-2, Class
A-3, Class
A-4, Class A-SB and Class A-1A Certificates and the Class A-2FL
Regular
Interest, the pool of Mortgage Loans will be deemed to consist
of
two
distinct Loan Groups, Loan Group 1 and Loan Group 2.
(3) The Class
A-2FL Regular Interest will be uncertificated and will be
transferred to the Trust Fund on the Closing Date, and the Trust
will
issue the
Class A-2FL Certificates in exchange therefor. The Pass-Through
Rate
applicable to the Class A-2FL Certificates on each Distribution
Date
will be
equal to the Class A-2FL Pass-Through Rate.
(4) The
Certificate Balance of the Class A-2FL Certificates will be equal
at
all times
to the Certificate Balance of the Class A-2FL Regular Interest.
The
Original Certificate Balance of the Class A-2FL Certificates will
be
equal to
$[__________].
(5) The Class
A-2FL Regular Interest will not be rated. The ratings shown are
with
respect to the Class A-2FL Certificates and only reflect receipt
of
interest
at the Class A-2FL Regular Interest Pass-Through Rate.
(6) [The
Pass-Through Rate for any Distribution Date for the Class [A-3,
Class
A-4, Class
A-1A and Class A-M] Certificates will be a per annum rate equal
to the
Weighted Average Net Mortgage Rate for the Distribution Date
minus
[_____]%,
[_____]%, [_____]% and [____]%, respectively.]
(7) [Subject to
a maximum Pass-Through Rate equal to the Weighted Average Net
Mortgage
Rate.]
(8) [The
Pass-Through Rate for any Distribution Date for the Class [A-J,
Class
B, Class
C, Class D, Class E, Class F, Class G and Class H] Certificates
will be
the Weighted Average Net Mortgage Rate.]
(9) The Class R
Certificates do not have a Certificate Balance or Notional
Amount, do
not bear interest and will not be entitled to distributions of
Yield
Maintenance Charges. Any Available Distribution Amount remaining
in
the Upper-Tier
Distribution Account, after all required distributions
under this
Agreement have been made to each other Class of Certificates,
will be
distributed to the Holders of the Class R Certificates.
(10) The Pass-Through
Rates for each of the Class X-1 and Class X-2
Certificates will be calculated in accordance with the related
definitions
of "Class
X-1 Pass-Through Rate" and "Class X-2 Pass-Through Rate," as
applicable.
(11) The Class X-1 and
Class X-2 Certificates will not have a Certificate
Balance;
rather, each such Class of Certificates will accrue interest as
provided
herein on the related Class X-1 Notional Amount and Class X-2
Notional
Amount, as applicable.
As of the close of business on the Cut-off Date, the Mortgage
Loans
had an aggregate principal balance, after application of all
payments of
principal due on or before such date, whether or not received,
equal to
$[__________].
[__________] ([___]) mortgage loans (or groups of mortgage
loans),
the [________] Companion Notes and the [__________] Companion
Loan
(collectively, the "Companion Loans") are not part of the Trust
Fund, but are
secured by the same Mortgage that secures the related Mortgage Loan
(each an "AB
Mortgage Loan" and, collectively, the "AB Mortgage Loans") that is
part of the
Trust Fund. As and to the extent provided herein, the Companion
Loans will be
serviced and administered in accordance with this Agreement.
Amounts
attributable to the Companion Loans will not be assets of the Trust
Fund, and
(except to the extent that such amounts are payable or reimbursable
to any party
to this Agreement) will be owned by the related Companion
Holders.
In consideration of the mutual agreements herein contained, the
Depositor, the Master Servicer, the Special Servicer, the Trustee
and the Paying
Agent agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01 Defined Terms. Whenever used in this Agreement,
including in the Preliminary Statement, the following capitalized
terms, unless
the context otherwise requires, shall have the meanings specified
in this
Article.
"10-K Filing Deadline": As defined in Section 11.05.
"30/360 Mortgage Loans": The Mortgage Loans indicated as such in
the
Mortgage Loan Schedule.
"AB Mortgage Loan": As defined in the recitals to this
Agreement.
"Acceptable Insurance Default": With respect to any Mortgage Loan
or
Loan Pair, other than a Mortgage Loan or a Loan Pair that expressly
requires the
Mortgagor to maintain insurance coverage for acts of terrorism, a
default under
the related Mortgage Loan documents arising by reason of (i) any
failure on the
part of the related Mortgagor to maintain with respect to the
related Mortgaged
Property specific insurance coverage with respect to, or an
all-risk casualty
insurance policy that does not specifically exclude, terrorist or
similar acts,
and/or (ii) any failure on the part of the related Mortgagor to
maintain with
respect to the related Mortgaged Property insurance coverage with
respect to
terrorist or similar acts upon terms not materially less favorable
than those in
place as of the Closing Date, in each case, as to which default the
Master
Servicer and the Special Servicer may forbear taking any
enforcement action,
provided that the Special Servicer has determined based on inquiry
consistent
with the Servicing Standards and after consultation with the
Directing
Certificateholder, that either (a) such insurance is not available
at
commercially reasonable rates and that such hazards are not at the
time commonly
insured against for properties similar to the related Mortgaged
Property and
located in or around the region in which such related Mortgaged
Property is
located, or (b) such insurance is not available at any rate;
provided, however,
the Directing Certificateholder, will not have more than 30 days to
respond to
the Special Servicer's request for consultation; provided, further,
that upon
the Special Servicer's determination, consistent with the Servicing
Standards,
that exigent circumstances do not allow the Special Servicer to
consult with the
Directing Certificateholder, the Special Servicer will not be
required to do so.
The Special Servicer shall be entitled to rely on insurance
consultants in
making determinations described above. The cost of such insurance
consultants
shall be paid from the Certificate Account as a Servicing Advance
to the extent
the Mortgage Loan documents do not prohibit such amounts from being
collected
from the related Mortgagor and otherwise as an expense of the Trust
Fund.
"Accrued Certificate Interest": With respect to each
Distribution
Date and each Class of Regular Certificates (other than the Class
A-2FL
Certificates) and the Class A-2FL Regular Interest, an amount equal
to interest
for the related Interest Accrual Period at the Pass-Through Rate of
such Class
of Certificates or Class A-2FL Regular Interest, as applicable, for
such
Distribution Date, accrued on the related Certificate Balance (or
with respect
to the Class X-1 and Class X-2 Certificates, the Notional Amount of
such Class)
outstanding immediately prior to such Distribution Date (provided
that for
interest accrual purposes any distributions in reduction of
Certificate Balance
or Notional Amount or reductions in Certificate Balance or Notional
Amount as a
result of allocations of Collateral Support Deficit on the
Distribution Date
occurring in an Interest Accrual Period shall be deemed to have
been made on the
first day of such Interest Accrual Period). Accrued Certificate
Interest shall
be calculated on the basis of a 360-day year consisting of twelve
30-day months.
"Accrued Interest From Recoveries": With respect to each
Distribution Date and any Class of Certificates (other than the
Class X, Class
A-2FL, Class S and the Residual Certificates), and the Class A-2FL
Regular
Interest that had an increase to its Certificate Balance as a
result of a
recovery of Nonrecoverable Advances, an amount equal to interest at
the
Pass-Through Rate applicable to that Class on the amount of such
increase to its
Certificate Balance accrued from the Distribution Date on which
Collateral
Support Deficit was allocated to such Class as a result of the
reimbursement of
Nonrecoverable Advances from the Trust to, but not including, the
Distribution
Date on which the Certificate Balance was so increased.
"Act": The Securities Act of 1933, as it may be amended from time
to
time.
"Actual/360 Mortgage Loans": The Mortgage Loans indicated as such
in
the Mortgage Loan Schedule.
"Additional Debt": With respect to any Mortgage Loan, any debt
owed
by the related Mortgagor to a party other than the lender under
such Mortgage
Loan as of the Closing Date as set forth on Schedule 1 hereto, as
increased or
decreased from time to time pursuant to the terms of the related
subordinate
loan documents (including any subordination agreement).
"Additional Exclusions": Exclusions in addition to those
customarily
found in the insurance policies for mortgaged properties similar to
the
Mortgaged Properties on September 11, 2001.
"Additional Form 10-D Disclosure": As defined in Section 11.04.
"Additional Form 10-K Disclosure": As defined in Section 11.05.
"Additional Servicer": Each Affiliate of the Master Servicer
that
services any of the Mortgage Loans and each Person who is not an
Affiliate of
the Master Servicer, other than the Special Servicer, who services
10% or more
of the Mortgage Loans.
"Administrative Cost Rate": With respect to each Mortgage Loan,
the
sum of the Servicing Fee Rate and the Trustee Fee Rate, in each
case computed on
the basis of the Stated Principal Balance of the related Mortgage
Loan and in
the same manner as interest is calculated on such Mortgage
Loan.
"Advance": Any P&I Advance or Servicing Advance.
"Adverse REMIC Event": As defined in Section 10.01(f).
"Affiliate": With respect to any specified Person, any other
Person
controlling or controlled by or under common control with such
specified Person.
For the purposes of this definition, "control" when used with
respect to any
specified Person means the power to direct the management and
policies of such
Person, directly or indirectly, whether through the ownership of
voting
securities, by contract or otherwise and the terms "controlling"
and
"controlled" have meanings correlative to the foregoing.
"Agent": As defined in Section 5.02(c)(i)(A).
"Agreement": This Pooling and Servicing Agreement and all
amendments
hereof and supplements hereto.
"Anticipated Repayment Date": With respect to any Mortgage Loan
that
is indicated on the Mortgage Loan Schedule as having a Revised
Rate, the date
upon which such Mortgage Loan commences accruing interest at such
Revised Rate.
"Applicable Procedures": As defined in Section 5.02(b)(i).
"Applicable State and Local Tax Law": For purposes hereof, the
Applicable State and Local Tax Law shall be (a) the tax laws of the
State of
[New York]; and (b) such other state or local tax laws whose
applicability shall
have been brought to the attention of the Trustee and the Paying
Agent by either
(i) an Opinion of Counsel delivered to it, or (ii) written notice
from the
appropriate taxing authority as to the applicability of such state
or local tax
laws.
"Appraisal": An appraisal prepared by an Independent MAI
appraiser
with at least five years experience in properties of like kind and
in the same
area, prepared in accordance with 12 C.F.R. 225.64, or, in
connection with an
Appraisal Reduction, a valuation meeting the requirements of clause
(b)(i)(A)(2)
in the definition of Appraisal Reduction.
"Appraisal Reduction": For any Distribution Date and for any
Mortgage Loan as to which an Appraisal Reduction Event has
occurred, will be an
amount calculated by the Special Servicer, as of the first
Determination Date
following the date on which the Special Servicer receives or
performs the
related Appraisal, equal to the excess of (a) the Stated Principal
Balance of
such Mortgage Loan and any related Companion Loan, over (b) the
excess of (i)
the sum of (A) [90]% of the appraised value of the related
Mortgaged Property as
determined (1) by one or more Appraisals with respect to any
Mortgage Loan
(together with any other Mortgage Loan cross-collateralized with
such Mortgage
Loan) with an outstanding principal balance equal to or in excess
of $
[________] (the costs of which shall be paid by the Master Servicer
as an
Advance) or (2) by an internal valuation performed by the Special
Servicer with
respect to any Mortgage Loan (together with any other Mortgage
Loan
cross-collateralized with such Mortgage Loan) with an outstanding
principal
balance less than $ [________] minus, with respect to any
Appraisals, such
downward adjustments as the Special Servicer may make (without
implying any
obligation to do so) based upon its review of the Appraisal and any
other
information it deems relevant and (B) all escrows, letters of
credit and
reserves in respect of such Mortgage Loan as of the date of
calculation over
(ii) the sum of, as of the Due Date occurring in the month of the
date of
determination, (A) to the extent not previously advanced by the
Master Servicer
or the Trustee, all unpaid interest on such Mortgage Loan at a per
annum rate
equal to its Mortgage Rate (and any accrued and unpaid interest on
any related
Companion Loan), (B) all unreimbursed Advances and any Advances
that were not
reimbursed out of collections on such Mortgage Loan and interest
thereon at the
Reimbursement Rate in respect of such Mortgage Loan and (C) all
currently due
and unpaid real estate taxes, assessments, insurance premiums,
ground rents,
unpaid Special Servicing Fees and all other amounts due and unpaid
with respect
to such Mortgage Loan (which taxes, premiums, ground rents and
other amounts
have not been the subject of an Advance by the Master Servicer or
the Trustee,
as applicable); provided, however, without limiting the Special
Servicer's
obligation to order and obtain such Appraisal, if the Special
Servicer has not
obtained the Appraisal or valuation, as applicable, referred to
above within
[60] days of the Appraisal Reduction Event (or with respect to the
Appraisal
Reduction Events set forth in clauses (i) and (vi) of the
definition of
Appraisal Reduction Event, within [120] days after the initial
delinquency for
the related Appraisal Reduction Event), the amount of the Appraisal
Reduction
shall be deemed to be an amount equal to [25]% of the current
Stated Principal
Balance of the related Mortgage Loan (or AB Mortgage Loan and its
related
Companion Loan in the case of an AB Mortgage Loan), as applicable,
until such
time as such appraisal or valuation referred to above is received
and the
Appraisal Reduction is calculated. Within [60 days after the
Appraisal Reduction
Event, the Special Servicer shall order and receive an Appraisal
(the cost of
which shall be paid as a Servicing Advance); provided, however,
that with
respect to an Appraisal Reduction Event as set forth in clause (i)
of the
definition of Appraisal Reduction Event, the Special Servicer shall
order and
receive such Appraisal within the [120]-day period set forth in
such clause (i),
which Appraisal shall be delivered by the Special Servicer to the
Master
Servicer, the Directing Certificateholder, the Paying Agent and the
Trustee.
With respect to each Mortgage Loan as to which an Appraisal
Reduction has occurred (unless such Mortgage Loan has become a
Corrected
Mortgage Loan (for such purposes taking into account any amendment
or
modification of such Mortgage Loan), the Special Servicer shall,
within [thirty
(30)] days of each anniversary of the related Appraisal Reduction
Event, order
an Appraisal (which may be an update of a prior Appraisal), the
cost of which
shall be paid by the Master Servicer as a Servicing Advance or to
conduct an
internal valuation, as applicable and, promptly following receipt
of any such
Appraisal, shall deliver a copy thereof to the Master Servicer, the
Directing
Certificateholder, the Paying Agent and the Trustee. Based upon
such Appraisal,
the Special Servicer shall redetermine and report to the
Directing
Certificateholder, the Master Servicer, the Paying Agent and the
Trustee the
amount of the Appraisal Reduction with respect to such Mortgage
Loan and
Companion Loan, as applicable, and such redetermined Appraisal
Reduction shall
replace the prior Appraisal Reduction with respect to such Mortgage
Loan and
Companion Loan, as applicable. The Directing Certificateholder
shall have [ten
(10)] Business Days to review each calculation of an Appraisal
Reduction;
provided, however, that if the Directing Certificateholder fails to
approve or
disapprove any calculation of the Appraisal Reduction within [ten
(10)] Business
Days of receipt of the initial Appraisal Reduction, such consent
shall be deemed
given. Notwithstanding the foregoing, the Special Servicer will not
be required
to obtain an Appraisal or conduct an internal valuation, as
applicable, with
respect to a Mortgage Loan which is the subject of an Appraisal
Reduction Event
to the extent the Special Servicer has obtained an Appraisal or
conducted such a
valuation (in accordance with requirements of this Agreement), as
applicable,
with respect to the related Mortgaged Property within the
twelve-month period
immediately prior to the occurrence of such Appraisal Reduction
Event. Instead,
the Special Servicer may use such prior Appraisal or valuation, as
applicable,
in calculating any Appraisal Reduction with respect to such
Mortgage Loan;
provided that the Special Servicer is not aware of any material
change to the
related Mortgaged Property having occurred and affecting the
validity of such
appraisal or valuation, as applicable.
Any Mortgage Loan previously subject to an Appraisal Reduction
which
Mortgage Loan has become a Corrected Mortgage Loan (for such
purposes taking
into account any amendment or modification of such Mortgage Loan),
and with
respect to which no other Appraisal Reduction Event has occurred
and is
continuing, will no longer be subject to an Appraisal
Reduction.
Notwithstanding anything herein to the contrary, the aggregate
Appraisal Reduction related to a Mortgage Loan or the related REO
Property will
be reduced to zero as of the date on which such Mortgage Loan is
paid in full,
liquidated, repurchased or otherwise removed from the Trust
Fund.
"Appraisal Reduction Event": With respect to any Mortgage Loan
the
earliest of (i) [120] days after an uncured delinquency (without
regard to the
application of any grace period) occurs in respect of such Mortgage
Loan, (ii)
the date on which a reduction in the amount of Monthly Payments on
such Mortgage
Loan, or a change in any other material economic term of such
Mortgage Loan
(other than an extension of the Maturity Date), becomes effective
as a result of
a modification of such Mortgage Loan by the Special Servicer, (iii)
the date on
which a receiver has been appointed, (iv) [60] days after a
Mortgagor declares
bankruptcy, (v) [60] days after the date on which an involuntary
petition of
bankruptcy is filed with respect to a Mortgagor if not dismissed
within such
time, (vi) [90] days after an uncured delinquency occurs in respect
of a Balloon
Payment with respect to such Mortgage Loan except where a
refinancing is
anticipated within [120] days after the Maturity Date of the
Mortgage Loan in
which case [120] days after such uncured delinquency, and (vii)
immediately
after such Mortgage Loan becomes an REO Loan; provided, however,
that an
Appraisal Reduction Event shall not occur at any time when the
aggregate
Certificate Balances of all Classes of Certificates (other than the
Class A
Certificates) have been reduced to zero. The Special Servicer shall
notify the
Master Servicer, or the Master Servicer shall notify the Special
Servicer, as
applicable, promptly upon the occurrence of any of the foregoing
events.
"ARD Loan": Any Mortgage Loan that provides that if the
unamortized
principal balance thereof is not repaid on its Anticipated
Repayment Date, such
Mortgage Loan will accrue Excess Interest at the rate specified in
the related
Mortgage Note and the Mortgagor is required to apply excess monthly
cash flow
generated by the related Mortgaged Property to the repayment of the
outstanding
principal balance on such Mortgage Loan.
"Asset Status Report": As defined in Section 3.21(d).
"Assignment": As defined in Section 2.01(c).
"Assignment of Leases": With respect to any Mortgaged Property,
any
assignment of leases, rents and profits or similar instrument
executed by the
Mortgagor, assigning to the mortgagee all of the income, rents and
profits
derived from the ownership, operation, leasing or disposition of
all or a
portion of such Mortgaged Property, in the form which was duly
executed,
acknowledged and delivered, as amended, modified, renewed or
extended through
the date hereof and from time to time hereafter.
"Assumed Scheduled Payment": For any Due Period and with respect
to
any Mortgage Loan that is delinquent in respect of its Balloon
Payment
(including any REO Loan as to which the Balloon Payment would have
been past
due), an amount equal to the sum of (a) the principal portion of
the Monthly
Payment that would have been due on such Mortgage Loan on the
related Due Date
based on the constant payment required by the related Mortgage Note
or the
original amortization schedule thereof (as calculated with interest
at the
related Mortgage Rate), if applicable, assuming such Balloon
Payment has not
become due, after giving effect to any reduction in the principal
balance
thereof occurring in connection with a modification of such
Mortgage Loan in
connection with a default or bankruptcy or similar proceedings, and
(b) interest
on the Stated Principal Balance of such Mortgage Loan at the
applicable Mortgage
Rate (net of interest at the Servicing Fee Rate).
"Authenticating Agent": The Paying Agent or any agent of the
Trustee
appointed to act as Authenticating Agent pursuant to Section
5.01.
"Available Distribution Amount": With respect to any
Distribution
Date, an amount equal to the sum of (without duplication):
(a) the aggregate amount relating to the Mortgage Loans on
deposit
in the
Certificate Account (exclusive of any Net Investment Earnings
contained
therein and exclusive of any amount on deposit in or credited
to
any
portion of the Certificate Account that is held for the benefit of
the
Companion
Holders) and the Lower-Tier Distribution Account (without
regard
to any
payments made to or received from the Swap Counterparty) as of
the
close of
business on the related P&I Advance Date, exclusive of
(without
duplication):
(i) all Monthly Payments paid by the Mortgagors that are due
on a Due Date following the end of the related Due Period,
excluding
interest related to payments prior to, but due after, the
Cut-off
Date;
(ii) all unscheduled Principal Prepayments (together with any
related payments of interest allocable to the period following
the
related Due Date for the related Mortgage Loan), Liquidation
Proceeds or Insurance and Condemnation Proceeds, in each case,
received subsequent to the related Determination Date (or, with
respect to voluntary Principal Prepayments for each Mortgage
Loan
with a Due Date occurring after the related Determination Date,
the
related Due Date);
(iii) all amounts payable or reimbursable to any Person from
the Certificate Account pursuant to clauses (ii) through
(xvii),
inclusive, and clauses (xix) and (xx) of Section 3.05(a);
(iv) all amounts payable or reimbursable to any Person from
the Lower-Tier Distribution Account pursuant to clauses (iv)
through
(ix), inclusive, of Section 3.05(b);
(v) Excess Interest;
(vi) all Yield Maintenance Charges;
(vii) all amounts deposited in the Certificate Account, the
Lower-Tier Distribution Account and, without duplication, the
REO
Account in error; and
(viii) with respect to the Interest Reserve Loans and any
Distribution Date relating to each Interest Accrual Period ending
in
(1) each January or (2) any December in a year immediately
preceding
a year which is not a leap year, an amount equal to one day of
interest on the Stated Principal Balance of such Mortgage Loan as
of
the Due Date in the month preceding the month in which such
Distribution Date occurs at the related Mortgage Rate to the
extent
such amounts are Withheld Amounts;
(b) if and to the extent not already included in clause (a)
hereof,
the
aggregate amount transferred from the REO Account to the
Certificate
Account
for such Distribution Date pursuant to Section 3.16(c);
(c) the aggregate amount of any P&I Advances made by the
Master
Servicer
or the Trustee, as applicable, for such Distribution Date
pursuant
to Section 4.03 or 7.05 (net of the related Trustee Fee with
respect to
the Mortgage Loans for which such P&I Advances are made);
(d)
for the Distribution Date occurring in each [________], the
Withheld
Amounts remitted to the Lower-Tier Distribution Account
pursuant
to Section
3.26(b); and
(e) with respect to the first Distribution Date, the Closing
Date
Deposit
Amount deposited into the Distribution Account pursuant to
Section
2.01(g).
Notwithstanding the investment of funds held in the Certificate
Account pursuant
to Section 3.06, for purposes of calculating the Available
Distribution Amount,
the amounts so invested shall be deemed to remain on deposit in
such account.
"Balloon Mortgage Loan": Any Mortgage Loan or Companion 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 Maturity
Date.
"Balloon Payment": With respect to any Balloon Mortgage Loan as
of
any date of determination, the Monthly Payment payable on the
Maturity Date of
such Mortgage Loan.
"Bankruptcy Code": The federal Bankruptcy Code, as amended from
time
to time (Title 11 of the United States Code).
"Base Interest Fraction": With respect to any Principal
Prepayment
on any Mortgage Loan and with respect to any Class A-1, Class A-2,
Class A-3,
Class A-4, Class A-SB, Class A-1A, Class A-M, Class A-J, Class B,
Class C, Class
D, Class E, Class F, Class G and Class H Certificate and the Class
A-2FL Regular
Interest, a fraction (a) whose numerator is the greater of (x) zero
and (y) the
amount by which (i) the Pass-Through Rate on such Class of
Certificates or the
Class A-2FL Regular Interest, as applicable, exceeds (ii) the
discount rate used
in accordance with the related Mortgage Loan documents in
calculating the Yield
Maintenance Charge with respect to such Principal Prepayment and
(b) whose
denominator is the amount by which (i) the Mortgage Rate on such
Mortgage Loan
exceeds (ii) the discount rate used in accordance with the related
Mortgage Loan
documents in calculating the Yield Maintenance Charge with respect
to such
Principal Prepayment. However, under no circumstances shall the
Base Interest
Fraction be greater than one. If such discount rate is greater than
the Mortgage
Rate on such Mortgage Loan, then the Base Interest Fraction will
equal zero. The
Master Servicer shall provide to the Paying Agent the discount rate
references
above for purposes of calculating the Base Interest Fraction.
"Bid Allocation": With respect to the Master Servicer and each
Sub-Servicer therefor 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 Servicing Fee Amount for the Master Servicer or such
Sub-Servicer therefor,
as the case may be, as of such date of determination, over (b) the
aggregate of
the Servicing Fee Amounts for the Master Servicer and all
Sub-Servicers therefor
as of such date of determination.
"Book-Entry Certificate": Any Certificate registered in the name
of
the Depository or its nominee.
"Breach": As defined in Section 2.03(b).
"Business Day": Any day other than a Saturday, a Sunday or a day
on
which banking institutions in [________], [________] or the city
and state in
which the Corporate Trust Office of the Trustee, or the principal
place of
business of the Master Servicer, the Paying Agent, or the Special
Servicer is
located, are authorized or obligated by law or executive order to
remain closed.
"CERCLA": The Comprehensive Environmental Response, Compensation
and
Liability Act of 1980, as amended.
"Certificate": Any one of the Depositor's Commercial Mortgage
Pass-Through Certificates Series [________], as executed and
delivered by the
Certificate Registrar and authenticated and delivered hereunder by
the
Authenticating Agent.
"Certificate Account": A segregated custodial account or
accounts
created and maintained by the Master Servicer pursuant to Section
3.04(a) on
behalf of the Trustee in trust for the Certificateholders, which
shall be
entitled "[____________________], as Master Servicer, on behalf of
[________],
as Trustee, in trust for the registered holders of J.P. Morgan
Chase Commercial
Mortgage Securities Corp., Commercial Mortgage Pass-Through
Certificates, Series
[________], Certificate Account." Any such account or accounts
shall be an
Eligible Account. Subject to the related Intercreditor Agreement
and taking into
account that each Companion Loan is subordinate to the related AB
Mortgage Loan
to the extent set forth in the related Intercreditor Agreement, the
subaccount
described in the next to last paragraph of Section 3.04(a) that is
part of the
Certificate Account shall be for the benefit of the related
Companion Holder, to
the extent funds on deposit in such subaccount are attributed to
such Companion
Loan and shall not be an asset of the Trust Fund or the Upper-Tier
REMIC or
Lower-Tier REMIC formed hereunder.
"Certificate Balance": With respect to any Class of
Certificates
(other than the Residual Certificates, the Class S Certificates and
the Class X
Certificates) and the Class A-2FL Regular Interest, (i) on or prior
to the first
Distribution Date, an amount equal to the Original Certificate
Balance of such
Class as specified in the Preliminary Statement hereto, and (ii) as
of any date
of determination after the first Distribution Date, the Certificate
Balance of
such Class of Certificates or the Class A-2FL Regular Interest on
the
Distribution Date immediately prior to such date of determination
(determined as
adjusted pursuant to Section 1.02(iii)). The Certificate Balance
(including the
Original Certificate Balance) of the Class A-2FL Certificates shall
be equal at
all times to the Certificate Balance of the Class A-2FL Regular
Interest.
"Certificate Deferred Interest": For any Distribution Date with
respect to any Class of Certificates (other than the Class A-2FL
Certificates)
and the Class A-2FL Regular Interest, the amount of Mortgage
Deferred Interest
allocated to such Class of Certificates or the Class A-2FL Regular
Interest, as
applicable, pursuant to Section 4.06(a).
"Certificate Factor": With respect to any Class of Certificates,
as
of any date of determination, a fraction, expressed as a decimal
carried to at
least eight (8) places, the numerator of which is the then related
Certificate
Balance, and the denominator of which is the related Original
Certificate
Balance.
"Certificate Owner": With respect to a Book-Entry Certificate,
the
Person who is the beneficial owner of such Certificate as reflected
on the books
of the Depository or on the books of a Depository Participant or on
the books of
an indirect participating brokerage firm for which a Depository
Participant acts
as agent.
"Certificate Ownership Certification": As defined in Section
5.06.
"Certificate Register" and "Certificate Registrar": The
register
maintained and registrar appointed pursuant to Section 5.02.
"Certificateholder" or "Holder": The Person in whose name a
Certificate is registered in the Certificate Register; provided,
however, that
solely for the purposes of giving any consent, approval or waiver
pursuant to
this Agreement, any Certificate registered in the name of the
Master Servicer,
the Special Servicer, the Trustee, the Paying Agent, the Depositor,
or any
Mortgage Loan Seller or any Affiliate thereof shall be deemed not
to be
outstanding, and the Voting Rights to which it is entitled shall
not be taken
into account in determining whether the requisite percentage of
Voting Rights
necessary to effect any such consent, approval or waiver has been
obtained, if
such consent, approval or waiver sought from such party would in
any way
increase its compensation or limit its obligations as Master
Servicer, Special
Servicer, Depositor or Trustee, as applicable, hereunder; provided,
however, so
long as there is no Event of Default with respect to the Master
Servicer or the
Special Servicer, the Master Servicer and the Special Servicer
shall be entitled
to exercise such Voting Rights with respect to any issue which
could reasonably
be believed to adversely affect such party's compensation or
increase its
obligations or liabilities hereunder; and provided, further,
however, that such
restrictions shall not apply to the exercise of the Special
Servicer's rights
(or the Master Servicer's or any Mortgage Loan Seller's rights, if
any) or any
of their Affiliates as a member of the Controlling Class. The
Trustee and the
Paying Agent shall each be entitled to request and rely upon a
certificate of
the Master Servicer, the Special Servicer or the Depositor in
determining
whether a Certificate is registered in the name of an Affiliate of
such Person.
All references herein to "Holders" or "Certificateholders" shall
reflect the
rights of Certificate Owners as they may indirectly exercise such
rights through
the Depository and the Depository Participants, except as otherwise
specified
herein; provided, however, that the parties hereto shall be
required to
recognize as a "Holder" or "Certificateholder" only the Person in
whose name a
Certificate is registered in the Certificate Register.
"Certification Parties": As defined in Section 11.06.
"Certifying Person": As defined in Section 11.06.
"Certifying Servicer" means the Master Servicer, the Special
Servicer, the Trustee or an Additional Servicer, as the case may
be.
"Class": With respect to any Certificates or Uncertificated
Lower-Tier Interests, all of the Certificates bearing the same
alphabetical
(and, if applicable, numerical) Class designation and each
designated
Uncertificated Lower-Tier Interest.
"Class A Certificate": Any Class A-1, Class A-1A, Class A-2,
Class
A-2FL, Class A-3, Class A-4 and Class A-SB Certificate.
"Class A-1 Certificate": A Certificate designated as "Class A-1"
on
the face thereof, in the form of Exhibit A-1 hereto, and evidencing
a "regular
interest" in the Upper-Tier REMIC for purposes of the REMIC
Provisions.
"Class A-1 Pass-Through Rate": With respect to any Distribution
Date, a fixed per annum rate equal to [_____]%.
"Class A-1A Certificate": A Certificate designated as "Class
A-1A"
on the face thereof, in the form of Exhibit A-7 hereto, and
evidencing a
"regular interest" in the Upper-Tier REMIC for purposes of the
REMIC Provisions.
"Class A-1A Pass-Through Rate": With respect to any
Distribution
Date, a per annum rate equal to [_____]%.
"Class A-2 Certificate": A Certificate designated as "Class A-2"
on
the face thereof, in the form of Exhibit A-2 hereto, and evidencing
a "regular
interest" in the Upper-Tier REMIC for purposes of the REMIC
Provisions.
"Class A-2 Pass-Through Rate": With respect to any Distribution
Date, a fixed per annum rate equal to [_____]%.
"Class A-2FL Available Funds": With respect to any Distribution
Date, the sum of (i) the total amount of all principal and/or
interest
distributions on or in respect of the Class A-2FL Regular Interest
with respect
to such Distribution Date and (ii) the amounts, if any, received
from the Swap
Counterparty pursuant to the Swap Contract for such Distribution
Date, less
(iii) all amounts (exclusive of any Yield Maintenance Charges
allocated in
respect of the Class A-2FL Regular Interest) required to be paid to
the Swap
Counterparty pursuant to the Swap Contract for such Distribution
Date.
"Class A-2FL Certificate": A Certificate designated as "Class
A-2FL"
on the face thereof, in the form of Exhibit A-3 hereto, and
evidencing an
undivided beneficial in the portion of the Grantor Trust consisting
of the Class
A-2FL Regular Interest, the Floating Rate Account, the Swap
Contract and the
proceeds thereof.
"Class A-2FL Distribution Conversion": With respect to any
Distribution Date (i) during the continuation of a Swap Default
while the
Trustee (or the Paying Agent on its behalf) is pursuing remedies
under the Swap
Contract pursuant to Section 3.32 or (ii) following the termination
of the Swap
Contract, the conversion of distributions to the Class A-2FL
Certificates from
distributions based, in part, on interest payments from the Swap
Counterparty
under the Swap Contract to distributions based solely on
distributions in
respect of the Class A-2FL Regular Interest, as specified in
Section 4.01(k).
"Class A-2FL Fixed Swap Payment": With respect to any
Distribution
Date, the amount required to be paid to the Swap Counterparty by
the Trust under
the Swap Contract.
"Class A-2FL Floating Swap Payment": With respect to any
Distribution Date, the amount required to be paid to the Trust by
the Swap
Counterparty under the Swap Contract.
"Class A-2FL Interest Distribution Amount": With respect to any
Distribution Date, the sum of (a) interest accrued during the
related Interest
Accrual Period at the Class A-2FL Pass-Through Rate applicable for
such
Distribution Date on the Certificate Balance outstanding
immediately prior to
such Distribution Date of such Class and (b) to the extent not
previously paid,
amounts of interest distributable on the Class A-2FL Certificates
for all
previous Distribution Dates.
"Class A-2FL Net Swap Payment": With respect to the related
Interest
Accrual Period, the excess, if any of (i) the Class A-2FL Fixed
Swap Payment,
over (ii) the Class A-2FL Floating Swap Payment.
"Class A-2FL Pass-Through Rate": With respect to any
Distribution
Date for which a Class A-2FL Distribution Conversion has not
occurred and is not
continuing, a per annum rate equal to LIBOR plus [_____]%, and with
respect to
any Distribution Date on which a Class A-2FL Distribution
Conversion has
occurred and is continuing, a per annum rate equal to the Class
A-2FL Regular
Interest Pass-Through Rate.
"Class A-2FL Principal Distribution Amount": With respect to
any
Distribution Date, an amount equal to the amount of principal
allocated pursuant
to Section 4.01 in respect of the Class A-2FL Regular Interest on
such
Distribution Date.
"Class A-2FL Regular Interest": The uncertificated interest
corresponding to the Class A-2FL Certificates and evidencing a
"regular
interest" in the Upper-Tier REMIC for purposes of the REMIC
Provisions.
"Class A-2FL Regular Interest Distribution Amount": With respect
to
any Distribution Date, the aggregate distributions on the Class
A-2FL Regular
Interest pursuant to this Agreement, including, but not limited to,
any payments
of interest, principal, Yield Maintenance Charges and/or
reimbursements.
"Class A-2FL Regular Interest Pass-Through Rate": With respect
to
any Distribution Date, a per annum rate equal to [_____]%.
"Class A-3 Certificate": A Certificate designated as "Class A-3"
on
the face thereof, in the form of Exhibit A-4 hereto, and evidencing
a "regular
interest" in the Upper-Tier REMIC for purposes of the REMIC
Provisions.
"Class A-3 Pass-Through Rate": With respect to any Distribution
Date, a per annum rate equal to [_____]%.
"Class A-4 Certificate": A Certificate designated as "Class A-4"
on
the face thereof, in the form of Exhibit A-5 hereto, and evidencing
a "regular
interest" in the Upper-Tier REMIC for purposes of the REMIC
Provisions.
"Class A-4 Pass-Through Rate": With respect to any Distribution
Date, a per annum rate equal to [_____]%.
"Class A-J Certificate": A Certificate designated as "Class A-J"
on
the face thereof, in the form of Exhibit A-11 hereto, and
evidencing a "regular
interest" in the Upper-Tier REMIC for purposes of the REMIC
Provisions.
"Class A-J Pass-Through Rate": With respect to any Distribution
Date, a per annum rate equal to[_____]%.
"Class A-M Certificate": A Certificate designated as "Class A-M"
on
the face thereof, in the form of Exhibit A-10 hereto, and
evidencing a "regular
interest" in the Upper-Tier REMIC for purposes of the REMIC
Provisions.
"Class A-M Pass-Through Rate": With respect to any Distribution
Date, a per annum rate equal to [____]%.
"Class A-SB Certificate": A Certificate designated as "Class
A-SB"
on the face thereof, in the form of Exhibit A-6 hereto, and
evidencing a
"regular interest" in the Upper-Tier REMIC for purposes of the
REMIC Provisions.
"Class A-SB Pass-Through Rate": With respect to any
Distribution
Date, a per annum rate equal to [_____]%.
"Class A-SB Planned Principal Balance": With respect to any
Distribution Date, the planned principal amount for such
Distribution Date
specified in Schedule 5 hereto relating to the Class A-SB
Certificates.
"Class B Certificate": A Certificate designated as "Class B" on
the
face thereof, in the form of Exhibit A-13 hereto, and evidencing a
"regular
interest" in the Upper-Tier REMIC for purposes of the REMIC
Provisions.
"Class B Pass-Through Rate": With respect to any Distribution
Date,
a per annum rate equal to [_____]%.
"Class C Certificate": A Certificate designated as "Class C" on
the
face thereof, in the form of Exhibit A-13 hereto, and evidencing a
"regular
interest" in the Upper-Tier REMIC for purposes of the REMIC
Provisions.
"Class C Pass-Through Rate": With respect to any Distribution
Date,
a per annum rate equal to [_____]%.
"Class D Certificate": A Certificate designated as "Class D" on
the
face thereof, in the form of Exhibit A-14 hereto, and evidencing a
"regular
interest" in the Upper-Tier REMIC for purposes of the REMIC
Provisions.
"Class D Pass-Through Rate": With respect to any Distribution
Date,
a per annum rate equal to [_____]%.
"Class E Certificate": A Certificate designated as "Class E" on
the
face thereof, in the form of Exhibit A-15 hereto, and evidencing a
"regular
interest" in the Upper-Tier REMIC for purposes of the REMIC
Provisions.
"Class E Pass-Through Rate": With respect to any Distribution
Date,
a per annum rate equal to [_____]%.
"Class F Certificate": A Certificate designated as "Class F" on
the
face thereof, in the form of Exhibit A-16 hereto, and evidencing a
"regular
interest" in the Upper-Tier REMIC for purposes of the REMIC
Provisions.
"Class F Pass-Through Rate": With respect to any Distribution
Date,
a per annum rate equal to [_____]%.
"Class G Certificate": A Certificate designated as "Class G" on
the
face thereof, in the form of Exhibit A-17 hereto, and evidencing a
"regular
interest" in the Upper-Tier REMIC for purposes of the REMIC
Provisions.
"Class G Pass-Through Rate": With respect to any Distribution
Date,
a per annum rate equal to [_____]%.
"Class H Certificate": A Certificate designated as "Class H" on
the
face thereof, in the form of Exhibit A-18 hereto, and evidencing a
"regular
interest" in the Upper-Tier REMIC for purposes of the REMIC
Provisions.
"Class H Pass-Through Rate": With respect to any Distribution
Date,
a per annum rate equal to [_____]%.
"Class J Certificate": A Certificate designated as "Class J" on
the
face thereof, in the form of Exhibit A-19 hereto, and evidencing a
"regular
interest" in the Upper-Tier REMIC for purposes of the REMIC
Provisions.
"Class J Pass-Through Rate": With respect to any Distribution
Date,
a per annum rate equal to [_____]%.
"Class K Certificate": A Certificate designated as "Class K" on
the
face thereof, in the form of Exhibit A-20 hereto, and evidencing a
"regular
interest" in the Upper-Tier REMIC for purposes of the REMIC
Provisions.
"Class K Pass-Through Rate": With respect to any Distribution
Date,
a per annum rate equal to [_____]%.
"Class L
Certificate": A Certificate designated as "Class L" on the
face thereof, in the form of Exhibit A-21 hereto, and evidencing a
"regular
interest" in the Upper-Tier REMIC for purposes of the REMIC
Provisions.
"Class L Pass-Through Rate": With respect to any Distribution
Date,
a per annum rate equal to [_____]%.
"Class LA-1-1 Uncertificated Interest": An uncertificated
regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-1-2 Uncertificated Interest": An uncertificated
regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-1-3 Uncertificated Interest": An uncertificated
regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-1-4 Uncertificated Interest": An uncertificated
regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-1A-1 Uncertificated Interest": An uncertificated
regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-1A-2 Uncertificated Interest": An uncertificated
regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-1A-3 Uncertificated Interest": An uncertificated
regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-1A-4 Uncertificated Interest": An uncertificated
regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-1A-5 Uncertificated Interest": An uncertificated
regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-1A-6 Uncertificated Interest": An uncertificated
regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-1A-7 Uncertificated Interest": An uncertificated
regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-1A-8 Uncertificated Interest": An uncertificated
regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-1A-9 Uncertificated Interest": An uncertificated
regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-1A-10 Uncertificated Interest": An uncertificated
regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-1A-11 Uncertificated Interest": An uncertificated
regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-1A-12 Uncertificated Interest": An uncertificated
regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-1A-13 Uncertificated Interest": An uncertificated
regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-1A-14 Uncertificated Interest": An uncertificated
regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-1A-15 Uncertificated Interest": An uncertificated
regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-2-1 Uncertificated Interest": An uncertificated
regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-2-2 Uncertificated Interest": An uncertificated
regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-2-3 Uncertificated Interest": An uncertificated
regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-2-4 Uncertificated Interest": An uncertificated
regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-2-5 Uncertificated Interest": An uncertificated
regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-2-6 Uncertificated Interest": An uncertificated
regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-2FL-1 Uncertificated Interest": An uncertificated
regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-2FL-2 Uncertificated Interest": An uncertificated
regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-2FL-3 Uncertificated Interest": An uncertificated
regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-2FL-4 Uncertificated Interest": An uncertificated
regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-2FL-5 Uncertificated Interest": An uncertificated
regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-2FL-6 Uncertificated Interest": An uncertificated
regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-3-1 Uncertificated Interest": An uncertificated
regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-3-2 Uncertificated Interest": An uncertificated
regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-4-1 Uncertificated Interest": An uncertificated
regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-4-2 Uncertificated Interest": An uncertificated
regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-4-3 Uncertificated Interest": An uncertificated
regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-4-4 Uncertificated Interest": An uncertificated
regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-4-5 Uncertificated Interest": An uncertificated
regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-4-6 Uncertificated Interest": An uncertificated
regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-J Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-M Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-SB-1 Uncertificated Interest": An uncertificated
regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-SB-2 Uncertificated Interest": An uncertificated
regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-SB-3 Uncertificated Interest": An uncertificated
regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-SB-4 Uncertificated Interest": An uncertificated
regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-SB-5 Uncertificated Interest": An uncertificated
regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-SB-6 Uncertificated Interest": An uncertificated
regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LB Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LC Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LD-1 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LD-2 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LD-3 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LE-1 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LE-2 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class
LE-3 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LF-1 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LF-2 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LF-3 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LG-1 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LG-2 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LH-1 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LH-2 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LH-3 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LJ Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LK-1 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LK-2 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LL Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LM Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LN Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LNR Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LP Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per
annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LR Certificate": A Certificate designated as "Class LR"
on
the face thereof, in the form of Exhibit A-28 hereto, evidencing
the sole class
of "residual interests" in the Lower-Tier REMIC for purposes of the
REMIC
Provisions.
"Class M Certificate": A Certificate designated as "Class M" on
the
face thereof, in the form of Exhibit A-22 hereto, and evidencing a
"regular
interest" in the Upper-Tier REMIC for purposes of the REMIC
Provisions.
"Class M Pass-Through Rate": With respect to any Distribution
Date,
a per annum rate equal to [_____]%.
"Class N Certificate": A Certificate designated as "Class N" on
the
face thereof, in the form of Exhibit A-23 hereto, and evidencing a
"regular
interest" in the Upper-Tier REMIC for purposes of the REMIC
Provisions.
"Class N Pass-Through Rate": With respect to any Distribution
Date,
a per annum rate equal to [_____]%.
"Class Notional Amount": The Class X-1 Notional Amount or the
Class
X-2 Notional Amount, as the context requires.
"Class NR Certificate": A Certificate designated as "Class NR"
on
the face thereof, in the form of Exhibit A-25 hereto, and
evidencing a "regular
interest" in the Upper-Tier REMIC for purposes of the REMIC
Provisions.
"Class NR Pass-Through Rate": With respect to any Distribution
Date,
a per annum rate equal to [_____]%.
"Class P Certificate": A Certificate designated as "Class P" on
the
face thereof, in the form of Exhibit A-24 hereto, and evidencing a
"regular
interest" in the Upper-Tier REMIC for purposes of the REMIC
Provisions.
"Class P Pass-Through Rate": With respect to any Distribution
Date,
a per annum rate equal to [_____]%.
"Class R Certificate": A Certificate designated as "Class R" on
the
face thereof in the form of Exhibit A-27 hereto, and evidencing the
sole class
of "residual interest" in the Upper-Tier REMIC for purposes of the
REMIC
Provisions.
"Class S Certificate": A Certificate designated as "Class S" on
the
face thereof, in the form of Exhibit A-26 hereto, and evidencing an
undivided
beneficial interest in the portion of the Grantor Trust consisting
of the Excess
Interest, the Excess Interest Distribution Account and the proceeds
thereof.
"Class Unpaid Interest Shortfall": As to any Distribution Date
and
any Class of Certificates (other than the Class A-2FL Certificates)
or the Class
A-2FL Regular Interest, the excess, if any, of (a) the sum of (i)
the
Distributable Certificate Interest in respect of such Class of
Certificates or
the Class A-2FL Regular Interest, as applicable, for the
immediately preceding
Distribution Date and (ii) any outstanding Class Unpaid Interest
Shortfall
payable to such Class of Certificates or the Class A-2FL Regular
Interest, as
applicable, on such preceding Distribution Date over (b) the
aggregate amount in
respect of interest actually distributed to such Class of
Certificates or the
Class A-2FL Regular Interest, as applicable, on such immediately
preceding
Distribution Date. The Class Unpaid Interest Shortfall with respect
to any Class
of Certificates and the Class A-2FL Regular Interest as of the
initial
Distribution Date is zero. No interest shall accrue on Class Unpaid
Interest
Shortfalls.
"Class X Certificates": The Class X-1 Certificates and the Class
X-2
Certificates.
"Class X Reference Rate": With respect to any Distribution Date,
the
rate for such Distribution Date specified in Schedule 3 hereto.
"Class X-1 Certificate": Any one of the Certificates with a
"Class
X-1" designation on the face thereof, substantially in the form of
Exhibit A-8
attached hereto, and evidencing a "regular interest" in the
Upper-Tier REMIC for
purposes of the REMIC Provisions.
Class X-1 Notional Amount": As of any date of determination, the
sum
of the then Component Notional Amounts of all the Components.
"Class X-1 Pass-Through Rate": With respect to any Distribution
Date, the weighted average of the Class X-1 Strip Rates for the
respective
Components for such Distribution Date (weighted on the basis of the
respective
Component Notional Amounts of such Components outstanding
immediately prior to
such Distribution Date).
"Class X-1 Strip Rate": (A) With respect to any Class of the
Components (other than those Components that are Class X-2
Components which are
included for purposes of calculating the Class X-2 Notional Amount
for such
Distribution Date) for any Distribution Date, a rate per annum
equal to (i) the
Weighted Average Net Mortgage Rate for such Distribution Date,
minus (ii) the
Pass-Through Rate for the Related Certificates and (B) with respect
to any
Components that are Class X-2 Components which are included for
purposes of
calculating the Class X-2 Notional Amount for such Distribution
Date (i) for any
Distribution Date occurring on or before the Class X-2 Termination
Date, (x) the
Weighted Average Net Mortgage Rate for such Distribution Date minus
(y)(1) with
respect to Component XA-3-1, Component XA-3-2, Component XA-4-1,
Component
XA-4-2, Component XA-4-3, Component XA-4-4, Component XA-4-5,
Component XA-4-6,
Component XA-1A-1, Component XA-1A-2, Component XA-1A-3, Component
XA-1A-4,
Component XA-1A-5, Component XA-1A-6, Component XA-1A-7, Component
XA-1A-8,
Component XA-1A-9, Component XA-1A-10, Component XA-1A-11,
Component XA-1A-12,
Component XA-1A-13, Component XA-1A-14, Component XA-1A-15 and
Component XA-M,
the sum of (I) the Class X-2 Strip Rate for the applicable Class
X-2 Component
and (II) the Pass-Through Rate for the Related Certificates for
such
Distribution Date and (2) for each other Class X-2 Component, the
greater of (I)
the Class X Reference Rate for such Distribution Date and (II) the
Pass-Through
Rate for the Related Certificate for such Distribution Date, and
(ii) for any
Distribution Date occurring after the Class X-2 Termination Date, a
rate per
annum equal to (x) the Weighted Average Net Mortgage Rate for such
Distribution
Date, minus (y) the Pass-Through Rate for the Related Certificates
for such
Distribution Date; provided, that in no event shall any Class X-1
Strip Rate be
less than zero.
"Class X-2 Certificate": Any one of the Certificates with a
"Class
X-2" designation on the face thereof, substantially in the form of
Exhibit A-9
attached hereto and evidencing a "regular interest" in the
Upper-Tier REMIC for
purposes of the REMIC Provisions.
"Class X-2 Components": Each of Component XA-1-2, Component
XA-1-3,
Component XA-1-4, Component XA-1A-2, Component XA-1A-3, Component
XA-1A-4,
Component XA-1A-5, Component XA-1A-6, Component XA-1A-7, Component
XA-1A-8,
Component XA-1A-9, Component XA-1A-10, Component XA-1A-11,
Component XA-1A-12,
Component XA-1A-13, Component XA-1A-14, Component XA-1A-15,
Component XA-2-1,
Component XA-2-2, Component XA-2-3, Component XA-2-4, Component
XA-2-5,
Component XA-2-6, Component XA-2FL-1, Component XA-2FL-2, Component
XA-2FL-3,
Component XA-2FL-4, Component XA-2FL-5, Component XA-2FL-6,
Component XA-3-1,
Component XA-3-2, Component XA-4-1, Component XA-4-2, Component
XA-4-3,
Component XA-4-4, Component XA-4-5, Component XA-4-6, Component
XA-SB-1,
Component XA-SB-2, Component XA-SB-3, Component XA-SB-4, Component
XA-SB-5,
Component XA-SB-6, Component XA-M, Component XA-J, Component XB,
Component XC,
Component XD-1, Component XD-2, Component XD-3, Component XE-1,
Component XE-2,
Component XE-3, Component XF-1, Component XF-2, Component XF-3,
Component XG-1,
Component XG-2, Component XH-1, Component XH-2, Component XH-3,
Component XJ,
Component XK-1, Component XK-2 and Component XL.
"Class X-2 Notional Amount": (i) With respect to any
Distribution
Date on or prior to the Distribution Date in [__________], the sum
of the then
Component Notional Amounts of Component XA-1-2, Component XA-1-3,
Component
XA-1-4, Component XA-1A-2, Component XA-1A-3, Component XA-1A-4,
Component
XA-1A-5, Component XA-1A-6, Component XA-1A-7, Component XA-1A-8,
Component
XA-1A-9, Component XA-1A-10, Component XA-1A-11, Component
XA-1A-12, Component
XA-1A-13, Component XA-1A-14, Component XA-1A-15, Component XA-2-1,
Component
XA-2-2, Component XA-2-3, Component XA-2-4, Component XA-2-5,
Component XA-2-6,
Component XA-2FL-1, Component XA-2FL-2, Component XA-2FL-3,
Component XA-2FL-4,
Component XA-2FL-5, Component XA-2FL-6, Component XA-3-1, Component
XA-3-2,
Component XA-4-1, Component XA-4-2, Component XA-4-3, Component
XA-4-4,
Component XA-4-5, Component XA-4-6, Component XA-SB-1, Component
XA-SB-2,
Component XA-SB-3, Component XA-SB-4, Component XA-SB-5, Component
XA-SB-6,
Component XA-M, Component XA-J, Component XB, Component XC,
Component XD-1,
Component XD-2, Component XD-3, Component XE-1, Component XE-2,
Component XE-3,
Component XF-1, Component XF-2, Component XF-3, Component XG-1,
Component XG-2,
Component XH-1, Component XH-2, Component XH-3, Component XJ,
Component XK-1,
Component XK-2 and Component XL.
(ii) With respect to any Distribution Date after the
Distribution Date in [__________] through and including the
Distribution Date in [__________], the sum of the then
Component
Notional Amounts of Component XA-1-3, Component XA-1-4,
Component
XA-1A-3,
Component XA-1A-4, Component XA-1A-5, Component XA-1A-6,
Component XA-1A-7, Component XA-1A-8, Component XA-1A-9,
Component
XA-1A-10, Component XA-1A-11, Component XA-1A-12, Component
XA-1A-13, Component XA-1A-14, Component XA-1A-15, Component
XA-2-1,
Component XA-2-2, Component XA-2-3, Component XA-2-4, Component
XA-2-5, Component XA-2-6, Component XA-2FL-1, Component
XA-2FL-2,
Component XA-2FL-3, Component XA-2FL-4, Component XA-2FL-5,
Component XA-2FL-6, Component XA-3-1, Component XA-3-2,
Component
XA-4-1, Component XA-4-2, Component XA-4-3, Component XA-4-4,
Component XA-4-5, Component XA-4-6, Component XA-SB-1,
Component
XA-SB-2, Component
XA-SB-3, Component XA-SB-4, Component XA-SB-5,
Component XA-SB-6, Component XA-M, Component XA-J, Component
XB,
Component XC, Component XD-1, Component XD-2, Component XD-3,
Component XE-1, Component XE-2, Component XE-3, Component XF-1,
Component XF-2, Component XF-3, Component XG-1, Component XG-2,
Component XH-1, Component XH-2, Component XH-3, Component XJ,
Component XK-1, Component XK-2 and Component XL.
(iii) With respect to any Distribution Date after the
Distribution Date in [__________] through and including the
Distribution Date in [__________], the sum of the then
Component
Notional Amounts of Component XA-1-4, Component XA-1A-4,
Component
XA-1A-5, Component XA-1A-6, Component XA-1A-7, Component
XA-1A-8,
Component XA-1A-9, Component XA-1A-10, Component XA-1A-11,
Component
XA-1A-12, Component XA-1A-13, Component XA-1A-14, Component
XA-1A-15, Component XA-2-1, Component XA-2-2, Component XA-2-3,
Component XA-2-4, Component XA-2-5, Component XA-2-6, Component
XA-2FL-1, Component XA-2FL-2, Component XA-2FL-3, Component
XA-2FL-4, Component XA-2FL-5, Component XA-2FL-6, Component
XA-3-1,
Component XA-3-2, Component XA-4-1, Component XA-4-2, Component
XA-4-3, Component XA-4-4, Component XA-4-5, Component XA-4-6,
Component XA-SB-1, Component XA-SB-2, Component XA-SB-3,
Component
XA-SB-4, Component XA-SB-5, Component XA-SB-6, Component XA-M,
Component XA-J, Component XB, Component XC, Component XD-1,
Component XD-2, Component XD-3, Component XE-1, Component XE-2,
Component XE-3, Component XF-1, Component XF-2, Component XF-3,
Component XG-1, Component XG-2, Component XH-1, Component XH-2,
Component XH-3, Component XJ, Component XK-1, Component XK-2
and
Component XL.
(iv) With respect to any Distribution Date after the
Distribution Date in [__________] through and including the
Distribution Date in [__________], the sum of the then
Component
Notional Amounts of Component XA-1A-5, Component XA-1A-6,
Component
XA-1A-7, Component XA-1A-8, Component XA-1A-9, Component
XA-1A-10,
Component XA-1A-11, Component XA-1A-12, Component XA-1A-13,
Component XA-1A-14, Component XA-1A-15, Component XA-2-2,
Component
XA-2-3, Component XA-2-4, Component XA-2-5, Component XA-2-6,
Component XA-2FL-2, Component XA-2FL-3, Component XA-2FL-4,
Component XA-2FL-5, Component XA-2FL-6, Component XA-3-1,
Component
XA-3-2,
Component XA-4-1, Component XA-4-2, Component XA-4-3,
Component XA-4-4, Component XA-4-5, Component XA-4-6, Component
XA-SB-1, Component XA-SB-2, Component XA-SB-3, Component
XA-SB-4,
Component XA-SB-5, Component XA-SB-6, Component XA-M, Component
XA-J, Component XB, Component XC, Component XD-1, Component
XD-2,
Component XD-3, Component XE-1, Component XE-2, Component XE-3,
Component XF-1, Component XF-2, Component XF-3, Component XG-1,
Component XG-2, Component XH-1, Component XH-2, Component XH-3,
Component XJ, Component XK-1, Component XK-2 and Component XL.
(v) With respect to any Distribution Date after the
Distribution Date in [__________] through and including the
Distribution Date in [__________], the sum of the then
Component
Notional Amounts of Component XA-1A-6, Component XA-1A-7,
Component
XA-1A-8, Component XA-1A-9, Component XA-1A-10, Component
XA-1A-11,
Component XA-1A-12, Component XA-1A-13, Component XA-1A-14,
Component XA-1A-15, Component XA-2-3, Component XA-2-4,
Component
XA-2-5, Component XA-2-6, Component XA-2FL-3, Component
XA-2FL-4,
Component XA-2FL-5, Component XA-2FL-6, Component XA-3-1,
Component
XA-3-2, Component XA-4-1, Component XA-4-2, Component XA-4-3,
Component XA-4-4, Component XA-4-5, Component XA-4-6, Component
XA-SB-1, Component XA-SB-2, Component XA-SB-3, Component
XA-SB-4,
Component XA-SB-5, Component XA-SB-6, Component XA-M, Component
XA-J, Component XB, Component XC, Component XD-1, Component
XD-2,
Component XD-3, Component XE-1, Component XE-2, Component XE-3,
Component XF-1, Component XF-2, Component XF-3, Component XG-1,
Component XG-2, Component XH-1, Component XH-2, Component XH-3,
Component XJ and Component XK-2.
(vi) With respect to any Distribution Date after the
Distribution Date in [__________] through and including the
Distribution Date in [__________], the sum of the then
Component
Notional Amounts of Component XA-1A-7, Component XA-1A-8,
Component
XA-1A-9, Component XA-1A-10, Component XA-1A-11, Component
XA-1A-12,
Component XA-1A-13, Component XA-1A-14, Component XA-1A-15,
Component XA-2-4, Component XA-2-5, Component XA-2-6, Component
XA-2FL-4, Component XA-2FL-5, Component XA-2FL-6, Component
XA-3-1,
Component XA-3-2, Component XA-4-1, Component XA-4-2, Component
XA-4-3, Component XA-4-4, Component XA-4-5, Component XA-4-6,
Component XA-SB-1, Component XA-SB-2, Component XA-SB-3,
Component
XA-SB-4, Component XA-SB-5, Component XA-SB-6, Component XA-M,
Component XA-J, Component XB, Component XC, Component XD-1,
Component XD-2, Component XD-3, Component XE-1, Component XE-2,
Component XE-3, Component XF-1, Component XF-2, Component XF-3,
Component XG-1, Component XG-2, Component XH-2 and Component
XH-3.
(vii) With respect to any Distribution Date after the
Distribution Date in [__________] through and including the
Distribution Date in [__________], the sum of the then
Component
Notional Amounts of Component XA-1A-8, Component XA-1A-9,
Component
XA-1A-10, Component XA-1A-11, Component XA-1A-12, Component
XA-1A-13, Component XA-1A-14, Component XA-1A-15, Component
XA-2-5,
Component XA-2-6, Component XA-2FL-5, Component XA-2FL-6,
Component
XA-3-1, Component XA-3-2, Component XA-4-1, Component XA-4-2,
Component XA-4-3, Component XA-4-4, Component XA-4-5, Component
XA-4-6, Component XA-SB-1, Component XA-SB-2, Component
XA-SB-3,
Component XA-SB-4, Component XA-SB-5, Component XA-SB-6,
Component
XA-M, Component XA-J, Component XB, Component XC, Component
XD-1,
Component XD-2, Component XD-3, Component XE-1, Component XE-2,
Component XE-3, Component XF-1, Component XF-2, Component XF-3,
Component XG-1, Component XG-2 and Component XH-3.
(viii) With respect to any Distribution Date after the
Distribution Date in [__________] through and including the
Distribution Date in [__________], the sum of the then
Component
Notional Amounts of Component XA-1A-9, Component XA-1A-10,
Component
XA-1A-11, Component XA-1A-12, Component XA-1A-13, Component
XA-1A-14, Component XA-1A-15, Component XA-2-6, Component
XA-2FL-6,
Component XA-3-1, Component XA-3-2, Component XA-4-1, Component
XA-4-2, Component XA-4-3, Component XA-4-4, Component XA-4-5,
Component XA-4-6, Component XA-SB-1, Component XA-SB-2,
Component
XA-SB-3, Component XA-SB-4, Component XA-SB-5, Component
XA-SB-6,
Component XA-M, Component XA-J, Component XB, Component XC,
Component XD-1, Component XD-2, Component XD-3, Component XE-1,
Component XE-2, Component XE-3, Component XF-1, Component XF-2,
Component XF-3 and Component XG-2.
(ix) With respect to any Distribution Date after the
Distribution Date in [__________] through and including the
Distribution Date in [__________], the sum of the then
Component
Notional Amounts
of Component XA-1A-10, Component XA-1A-11,
Component XA-1A-12, Component XA-1A-13, Component XA-1A-14,
Component XA-1A-15, Component XA-3-2, Component XA-4-1,
Component
XA-4-2, Component XA-4-3, Component XA-4-4, Component XA-4-5,
Component XA-4-6, Component XA-SB-1, Component XA-SB-2,
Component
XA-SB-3, Component XA-SB-4, Component XA-SB-5, Component
XA-SB-6,
Component XA-M, Component XA-J, Component XB, Component XC,
Component XD-1, Component XD-2, Component XD-3, Component XE-1,
Component XE-2, Component XE-3, Component XF-2 and Component
XF-3.
(x) With respect to any Distribution Date after the
Distribution Date in [__________] through and including the
Distribution Date in [__________], the sum of the then
Component
Notional Amounts of Component XA-1A-11, Component XA-1A-12,
Component XA-1A-13, Component XA-1A-14, Component XA-1A-15,
Component XA-4-2, Component XA-4-3, Component XA-4-4, Component
XA-4-5, Component XA-4-6, Component XA-SB-2, Component XA-SB-3,
Component XA-SB-4, Component XA-SB-5, Component XA-SB-6,
Component
XA-M, Component XA-J, Component XB, Component XC, Component
XD-1,
Component XD-2, Component XD-3, Component XE-1, Component XE-2,
Component XE-3 and Component XF-3.
(xi) With respect to any Distribution Date after the
Distribution Date in [__________] through and including the
Distribution Date in [__________], the sum of the then
Component
Notional Amounts of Component XA-1A-12, Component XA-1A-13,
Component XA-1A-14, Component XA-1A-15, Component XA-4-3,
Component
XA-4-4, Component XA-4-5, Component XA-4-6, Component XA-SB-3,
Component XA-SB-4, Component XA-SB-5, Component XA-SB-6,
Component
XA-M, Component XA-J, Component XB, Component XC, Component
XD-1,
Component XD-2, Component XD-3 and Component XE-2, Component
XE-3.
(xii) With respect to any Distribution Date after the
Distribution Date in [__________] through and including the
Distribution
Date in [__________], the sum of the then Component
Notional Amounts of Component XA-1A-13, Component XA-1A-14,
Component XA-1A-15, Component XA-4-4, Component XA-4-5,
Component
XA-4-6, Component XA-SB-4, Component XA-SB-5, Component
XA-SB-6,
Component XA-M, Component XA-J, Component XB, Component XC,
Component XD-1, Component XD-2, Component XD-3 and Component
XE-3.
(xiii) With respect to any Distribution Date after the
Distribution Date in [__________] through and including the
Distribution Date in [__________], the sum of the then
Component
Notional Amounts of Component XA-1A-14, Component XA-1A-15,
Component XA-4-5, Component XA-4-6, Component XA-SB-5,
Component
XA-SB-6, Component XA-M, Component XA-J, Component XB, Component
XC,
Component XD-2 and Component XD-3.
(xiv) With respect to any Distribution Date after the
Distribution Date in [__________] through and including the
Distribution Date in [__________], the sum of the then
Component
Notional Amounts of Component XA-1A-15, Component XA-4-6,
Component
XA-SB-6, Component XA-M, Component XA-J, Component XB, Component
XC
and Component XD-3.
(xv) after the Distribution Date in [________], $0.
"Class X-2 Pass-Through Rate": With respect to any Distribution
Date, the weighted average of the Class X-2 Strip Rates for the
respective Class
X-2 Components that are Class X-2 Components which are included for
purposes of
calculating the Class X-2 Notional Amount for such Distribution
Date (weighted
on the basis of the respective Component Notional Amounts of such
Components
outstanding immediately prior to such Distribution Date).
"Class X-2 Strip Rate": With respect to each Class X-2 Component
for
any Distribution Date, a rate per annum equal to (i) for any
Distribution Date
occurring on or before the Class X-2 Termination Date, (A) with
respect to
Component X[_]-3-1 and Component X[_]-3-2, the lesser of (1)
[_____]% and (2)
the Weighted Average Net Mortgage Rate for such Distribution Date
minus the
Pass-Through Rate in effect on such Distribution Date for the Class
A-3
Certificates, (B) with respect to Component X[_]-1, Component
X[_]-2, Component
X[_]-3, Component X[_]-4, Component X[_]-5 and Component X[_]-6,
the lesser of
(1) [_____]% and (2) the Weighted Average Net Mortgage Rate for
such
Distribution Date minus the Pass-Through Rate in effect on such
Distribution
Date for the Class A-4 Certificates, (C) with respect to Component
X[_]-2,
Component X[_]-3, Component X[_]-4, Component X[_]-5, Component
X[_]-6,
Component X[_]-7, Component X[_]-8, Component X[_]-9, Component
X[_]-10,
Component X[_]-11, Component X[_]-12, Component X[_]-13, Component
X[_]-14 and
Component X[_]-15, the lesser of (1) [_____]% and (2) the Weighted
Average Net
Mortgage Rate for such Distribution Date minus the Pass-Through
Rate in effect
on such Distribution Date for the Class A-1A Certificates, (D) with
respect to
Component X[_]-M, the lesser of (1) [_____]% and (2) the Weighted
Average Net
Mortgage Rate for such Distribution Date minus the Pass-Through
Rate in effect
on such Distribution Date for the Class A-M Certificates, and (E)
with respect
to each other Class X-2 Component, (1) the lesser of (I) the
Weighted Average
Net Mortgage Rate for such Distribution Date and (II) the Class X
Reference Rate
for such Distribution Date, minus (2) the Pass-Through Rate for the
Related
Certificates (provided, that in no event shall any Class X-2 Strip
Rate be less
than zero) and (ii) for any Distribution Date occurring after the
Class X-2
Termination Date, 0% per annum.
"Class X-2 Termination Date": The Distribution Date in November
2012.
"Clearstream": Clearstream Banking, societe anonyme or any
successor
thereto.
"Closing Date": [________], 20[__].
"Closing Date Deposit Amount": $[__________], representing the
aggregate amount of interest that would have accrued at the related
Mortgage
Rates during the Due Period ending in [________] 20[__], for those
Mortgage
Loans originated in [________] 20[__] that do not have their first
Monthly
Payment due until [________] 20[__].
"CMSA": The Commercial Mortgage Securities Association, or any
successor organization reasonably acceptable to the Trustee, the
Paying Agent,
the Master Servicer and the Directing Certificateholder.
"CMSA Advance Recovery Report": The report substantially in the
form
of, and containing the information called for in, the downloadable
form of the
"Advance Recovery Report" available as of the Closing Date on the
CMSA Website,
or such other form for the presentation of such information and
containing such
additional information as may from time to time be approved by the
CMSA for
commercial mortgage securities transactions generally as is
reasonably
acceptable to the Master Servicer and the Special Servicer.
"CMSA Bond Level File": The data file in the "CMSA Bond Level
File"
format substantially in the form of and containing the information
called for
therein, or such other form for the presentation of such
information as may be
approved from time to time by the CMSA for commercial mortgage
securities
transactions generally and, insofar as it requires the presentation
of
information in addition to that called for by the form of the "CMSA
Bond Level
File" available as of the Closing Date on the CMSA website, as is
reasonably
acceptable to the Paying Agent.
"CMSA Collateral Summary File": The data file in the "CMSA
Collateral Summary File" format substantially in the form of and
containing the
information called for therein, or such other form for the
presentation of such
information as may be approved from time to time by the CMSA for
commercial
mortgage securities transactions generally and, insofar as it
requires the
presentation of information in addition to that called for by the
form of the
"CMSA Collateral Summary File" available as of the Closing Date on
the CMSA
website, is reasonably acceptable to the Paying Agent, the Trustee
and the
Master Servicer.
"CMSA Comparative Financial Status Report": The monthly report
in
"Comparative Financial Status Report" format substantially in the
form of and
containing the information called for therein for the Mortgage
Loans, or such
other form for the presentation of such information as may be
approved from time
to time by the CMSA for commercial mortgage securities transactions
generally
and, insofar as it requires the presentation of information in
addition to that
called for by the form of the "Comparative Financial Status Report"
available as
of the Closing Date on the CMSA website, is reasonably acceptable
to the Master
Servicer or the Special Servicer, as applicable.
"CMSA Delinquent Loan Status Report": The monthly report in the
"Delinquent Loan Status Report" format substantially in the form of
and
containing the information called for therein for the Mortgage
Loans, or such
other form for the presentation of such information as may be
approved from time
to time by the CMSA for commercial mortgage securities transactions
generally
and, insofar as it requires the presentation of information in
addition to that
called for the form of the "Delinquent Loan Status Report"
available as of the
Closing Date on the CMSA website, is reasonably acceptable to the
Master
Servicer or the Special Servicer, as applicable.
"CMSA Financial File": The data file in the "CMSA Financial
File"
format substantially in the form of and containing the information
called for
therein for the Mortgage Loans, or such other form for the
presentation of such
information as may be approved from time to time by the CMSA for
commercial
mortgage securities transactions generally and, insofar as it
requires the
presentation of information in addition to that called for by the
form of the
"CMSA Financial File" available as of the Closing Date on the CMSA
website, is
reasonably acceptable to the Master Servicer or the Special
Servicer, as
applicable.
"CMSA Historical Liquidation Report": The monthly report in the
"Historical Liquidation File" format substantially in the form of
and containing
the information called for therein for the Mortgage Loans, or such
other form
for the presentation of such information as may be approved from
time to time by
the CMSA for commercial mortgage securities transactions generally
and, insofar
as it requires the presentation of information in addition to that
called for by
the form of the "Historical Liquidation Report" available as of the
Closing Date
on the CMSA website, is reasonably acceptable to the Master
Servicer or the
Special Servicer, as applicable.
"CMSA Historical Loan Modification and Corrected Mortgage Loan
Report": The monthly report in the "Historical Loan Modification
and Corrected
Mortgage Loan Report" format substantially in the form of and
containing the
information called for therein for the Mortgage Loans, or such
other form for
the presentation of such information as may be approved from time
to time by the
CMSA for commercial mortgage securities transactions generally and,
insofar as
it requires the presentation of information in addition to that
called for by
the form of the "Historical Loan Modification and Corrected
Mortgage Loan
Report" available as of the Closing Date on the CMSA website, is
reasonably
acceptable to the Master Servicer or the Special Servicer, as
applicable.
"CMSA Investor Reporting Package (IRP)": The collection of
reports
specified by the CMSA from time to time as the "CMSA Investor
Reporting
Package." As of the Closing Date, the CMSA IRP contains seven
electronic files
((1) CMSA Loan Set up File, (2) CMSA Loan Periodic Update File, (3)
CMSA
Property File, (4) CMSA Bond Level File, (5) CMSA Collateral
Summary File, (6)
CMSA Financial File and (7) CMSA Special Servicer Loan File) and
ten
surveillance reports ((1) CMSA Servicer Watch List, (2) CMSA
Delinquent Loan
Status Report, (3) CMSA REO Status Report, (4) CMSA Comparative
Financial Status
Report, (5) CMSA Historical Loan Modification and Corrected
Mortgage Loan
Report, (6) CMSA Historical Liquidation Report, (7) CMSA Operating
Statement
Analysis Report, (8) CMSA NOI Adjustment Worksheet, (9) CMSA Loan
Level
Reserve/LOC Report and (10) CMSA Reconciliation of Funds Report).
In addition,
the CMSA Investor Reporting Package shall include the CMSA Advance
Recovery
Report and the CMSA Realized Loss Report. The CMSA IRP shall be
substantially in
the form of, and containing the information called for in, the
downloadable
forms of the "CMSA IRP" 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 or reports as may from time to time be
approved by the
CMSA for commercial mortgage backed securities transaction
generally and,
insofar as it requires the presentation of information in addition
to that
called for by the form of the "CMSA IRP" available as of the
Closing Date on the
CMSA website, as is reasonably acceptable to the Master Servicer,
the Special
Servicer, the Trustee and the Paying Agent. For the purposes of the
production
of the CMSA Comparative Financial Status Report by the Master
Servicer or the
Special Servicer of any such report that is required to state
information for
any period prior to the Cut off Date, the Master Servicer or the
Special
Servicer, as the case may be, may conclusively rely (without
independent
verification), absent manifest error, on information provided to it
by the
Mortgage Loan Sellers or by the related Mortgagor or (x) in the
case of such a
report produced by the Master Servicer, by the Special Servicer (if
other than
the Master Servicer or an Affiliate thereof) and (y) in the case of
such a
report produced by the Special Servicer, by the Master Servicer (if
other than
the Special Servicer or an Affiliate thereof).
"CMSA Loan Level Reserve/LOC Report": The monthly report in the
"CMSA Loan Level Reserve/LOC Report" format substantially in the
form of and
containing the information called for therein for the Mortgage
Loans, or such
other form for the presentation of such information as may be
approved from time
to time by the CMSA for commercial mortgage securities transactions
generally
and, insofar as it requires the presentation of information in
addition to that
called for by the form of the "Loan Level Reserve/LOC Report"
available as of
the Closing Date on the CMSA website, is reasonably acceptable to
the Master
Servicer.
"CMSA Loan Periodic Update File": The data file in the "CMSA
Loan
Periodic Update File" format substantially in the form of and
containing the
information called for therein for the Mortgage Loans, or such
other form for
the presentation of such information as may be approved from time
to time by the
CMSA for commercial mortgage securities transactions generally and,
insofar as
it requires the presentation of information in addition to that
called for by
the form of the "CMSA Loan Periodic Update File" available as of
the Closing
Date on the CMSA website, as is reasonably acceptable to the Master
Servicer,
the Paying Agent and the Trustee.
"CMSA Loan Setup File": The data file in the "CMSA Loan Setup
File"
format substantially in the form of and containing the information
called for
therein for the Mortgage Loans, or such other form for the
presentation of such
information as may be approved from time to time by the CMSA for
commercial
mortgage securities transactions generally and, insofar as it
requires the
presentation of information in addition to that called for by the
form of the
"CMSA Loan Setup File" available as of the Closing Date on the CMSA
website, is
reasonably acceptable to the Master Servicer and the Paying
Agent.
"CMSA NOI Adjustment Worksheet": The worksheet in the "NOI
Adjustment Worksheet" format substantially in the form of and
containing the
information called for therein for the Mortgage Loans, or such
other form for
the presentation of such information as may be approved from time
to time by the
CMSA for commercial mortgage securities transactions generally and,
insofar as
it requires the presentation of information in addition to that
called for by
the form of the "CMSA NOI Adjustment Worksheet" available as of the
Closing Date
on the CMSA website, is reasonably acceptable to the Master
Servicer or the
Special Servicer, as applicable.
"CMSA
Operating Statement Analysis Report": The monthly report in
the "Operating Statement Analysis Report" format substantially in
the form of
and containing the information called for therein for the Mortgage
Loans, or
such other form for the presentation of such information as may be
approved from
time to time by the CMSA for commercial mortgage securities
transactions
generally and, insofar as it requires the presentation of
information in
addition to that called for by the form of the "CMSA Operating
Statement
Analysis Report" available as of the Closing Date on the CMSA
website, is
reasonably acceptable to the Master Servicer or the Special
Servicer, as
applicable.
"CMSA Property File": The data file in the "CMSA Property File"
format substantially in the form of and containing the information
called for
therein for the Mortgage Loans, or such other form for the
presentation of such
information as may be approved from time to time by the CMSA for
commercial
mortgage securities transactions generally and, insofar as it
requires the
presentation of information in addition to that called for by the
form of the
"CMSA Property File" available as of the Closing Date on the CMSA
website, is
reasonably acceptable to the Master Servicer or the Special
Servicer, as
applicable.
"CMSA Realized Loss Report": The report in the "Servicer
Realized
Loss Form" format substantially in the form of and containing the
information
called for therein for the Mortgage Loans, or such other form for
the
presentation of such information as may be approved from time to
time by the
CMSA for commercial mortgage securities transactions generally and,
insofar as
it requires the presentation of information in addition to that
called for by
the form of the "CMSA Realized Loss Report" available as of the
Closing Date on
the CMSA website, is reasonably acceptable to the Master Servicer
or the Special
Servicer, as applicable.
"CMSA Reconciliation of Funds Report": The monthly report in
the
"Reconciliation of Funds" format substantially in the form of and
containing the
information called for therein for the Mortgage Loans, or such
other form for
the presentation of such information as may be approved from time
to time by the
CMSA for commercial mortgage securities transactions generally and,
insofar as
it requires the presentation of information in addition to that
called for by
the form of the "Reconciliation of Funds" available as of the
Closing Date on
the CMSA website, is reasonably acceptable to the Trustee.
"CMSA REO Status Report": The report in the "REO Status Report"
format substantially in the form of and containing the information
called for
therein for the Mortgage Loans, or such other form for the
presentation of such
information as may be approved from time to time by the CMSA for
commercial
mortgage securities transactions generally and, insofar as it
requires the
presentation of information in addition to that called for by the
form of the
"CMSA REO Status Report" available as of the Closing Date on the
CMSA website,
is reasonably acceptable to the Master Servicer or the Special
Servicer, as
applicable.
"CMSA Servicer Watch List and Portfolio Review Guidelines": As
of
each Determination Date a report, including and identifying each
Non Specially
Serviced Mortgage Loan satisfying the "CMSA Portfolio Review
Guidelines"
approved from time to time by the CMSA in the "CSMA Servicer Watch
List" format
substantially in the form of and containing the information called
for therein
for the Mortgage Loans, or such other form (including other
portfolio review
guidelines) for the presentation of such information as may be
approved from
time to time by the CMSA for commercial mortgage securities
transactions
generally and, insofar as it requires the presentation of
information in
addition to that called for by the form of the "CMSA Servicer Watch
List"
available as of the Closing Date on the CMSA website, is reasonably
acceptable
to the Master Servicer.
"CMSA Special Servicer Loan File": The data file in the "CMSA
Special Servicer Loan File" format substantially in the form of and
containing
the information called for therein for the Mortgage Loans, or such
other form
for the presentation of such information as may be approved from
time to time by
the CMSA for commercial mortgage securities transactions generally
and, insofar
as it requires the presentation of information in addition to that
called for by
the form of the "CMSA Special Servicer Loan File" available as of
the Closing
Date on the CMSA website, is reasonably acceptable to the Special
Servicer.
"Code": The Internal Revenue Code of 1986, as amended from time
to
time, and applicable final or temporary regulations of the U.S.
Department of
the Treasury issued pursuant thereto.
"Collateral Support Deficit": As defined in Section 4.04.
"Commission": The Securities and Exchange Commission.
"Companion Distribution Account": With respect to the Companion
Loans, the separate account created and maintained by the Companion
Paying Agent
pursuant to Section 3.04(b) and held on behalf of the Companion
Holders, which
shall be entitled "[____________________], as Companion Paying
Agent for the
Companion Holders of the Companion Loans, relating to the J.P.
Morgan Chase
Commercial Mortgage Securities Corp., Commercial Mortgage
Pass-Through
Certificates, Series [________]." The Companion Distribution
Account shall not
be an asset of the Trust Fund, but instead shall be held by the
Companion Paying
Agent on behalf of the Companion Holders. Any such account shall be
an Eligible
Account. Notwithstanding the foregoing, if the Master Servicer and
the Companion
Paying Agent are the same entity, the Companion Distribution
Account may be the
subaccount referenced in the second to the last paragraph of
Section 3.04(a).
"Companion Holder": Each of the holders of the Companion Loans.
"Companion Loan": As defined in the Preliminary Statement.
"Companion Paying Agent": The Master Servicer in its role as
Companion Paying Agent appointed pursuant to Section 3.30.
"Companion Register": The register maintained by the Companion
Paying Agent pursuant to Section 3.31.
"Compensating Interest Payments": With respect to each Mortgage
Loan
(or REO Loan), an amount as of any Distribution Date equal to the
lesser of (i)
the aggregate amount of Prepayment Interest Shortfalls and (ii) the
aggregate of
(A) that portion of Servicing Fees for such Distribution Date that
is, in the
case of each and every Mortgage Loan and REO Loan for which such
Servicing Fees
are being paid for such Due Period, calculated at [_____]% per
annum, and (B)
all Prepayment Interest Excesses received in respect of the
Mortgage Loans for
the related Distribution Date and (C) to the extent earned on
Principal
Prepayments, Net Investment Earnings received by the Master
Servicer during such
Due Period with respect to the Mortgage Loans and related Companion
Loan related
to such Prepayment Interest Shortfalls. However, if a Prepayment
Interest
Shortfall occurs as a result of the Master Servicer's allowing the
related
Mortgagor to deviate from the terms of the related Mortgage Loan
documents
regarding Principal Prepayments (other than (X) subsequent to a
default under
the related Mortgage Loan documents (with the consent of the
Special Servicer),
(Y) pursuant to applicable law or a court order, or (Z) at the
request or with
the consent of the Directing Certificateholder), then, for purposes
of
calculating the Compensating Interest Payment for the related
Distribution Date,
the amount in clause (ii) above shall be the aggregate of (1) all
Servicing Fees
for such Due Period, (2) all Prepayment Interest Excesses and (3)
to the extent
earned solely on Principal Prepayments, Net Investment Earnings
received by the
Master Servicer during such Due Period with respect to the Mortgage
Loan subject
to such Principal Prepayment. In no event will the rights of
the
Certificateholders to offset the aggregate Prepayment Interest
Shortfalls be
cumulative.
"Component": Each of Component XA-1-1, Component XA-1-2,
Component
XA-1-3, Component XA-1-4, Component XA-1A-1, Component XA-1A-2,
Component
XA-1A-3, Component XA-1A-4, Component XA-1A-5, Component XA-1A-6,
Component
XA-1A-7, Component XA-1A-8, Component XA-1A-9, Component XA-1A-10,
Component
XA-1A-11, Component XA-1A-12, Component XA-1A-13, Component
XA-1A-14, Component
XA-1A-15, Component XA-2-1, Component XA-2-2, Component XA-2-3,
Component
XA-2-4, Component XA-2-5, Component XA-2-6, Component XA-2FL-1,
Component
XA-2FL-2, Component XA-2FL-3, Component XA-2FL-4, Component
XA-2FL-5, Component
XA-2FL-6, Component XA-3-1, Component XA-3-2, Component XA-4-1,
Component
XA-4-2, Component XA-4-3, Component XA-4-4, Component XA-4-5,
Component XA-4-6,
Component XA-SB-1, Component XA-SB-2, Component XA-SB-3, Component
XA-SB-4,
Component XA-SB-5, Component XA-SB-6, Component XA-M, Component
XA-J, Component
XB, Component XC, Component XD-1, Component XD-2, Component XD-3,
Component
XE-1, Component XE-2, Component XE-3, Component XF-1, Component
XF-2, Component
XF-3, Component XG-1, Component XG-2, Component XH-1, Component
XH-2, Component
XH-3, Component XJ, Component XK-1, Component XK-2, Component XL,
Component XM,
Component XN, Component XP and Component XNR.
"Component Notional Amount": With respect to each Component and
any
date of determination, an amount equal to the then Lower-Tier
Principal Amount
of its Related Uncertificated Lower-Tier Interest.
"Component XA-1-1": One of the [__] components of the Class X-1
Certificates having a Component Notional Amount equal to the then
current
Lower-Tier Principal Amount of the Class LA-1-1 Uncertificated
Interest as of
any date of determination.
"Component XA-1-2": One of the [__] components of the Class X-1
Certificates and one of the [__] components of the Class X-2
Certificates having
a Component Notional Amount equal to the then current Lower-Tier
Principal
Amount of the Class LA-1-2 Uncertificated Interest as of any date
of
determination.
"Component XA-1-3": One of the [__] components of the Class X-1
Certificates and one of the [__] components of the Class X-2
Certificates having
a Component Notional Amount equal to the then current Lower-Tier
Principal
Amount of the Class LA-1-3 Uncertificated Interest as of any date
of
determination.
"Component XA-1-4": One of the [__] components of the Class X-1
Certificates and one of the [__] components of the Class X-2
Certificates having
a Component Notional Amount equal to the then current Lower-Tier
Principal
Amount of the Class LA-1-4 Uncertificated Interest as of any date
of
determination.
"Component XA-1A-1": One of the [__] components of the Class
X-1
Certificates having a Component Notional Amount equal to the then
current
Lower-Tier Principal Amount of the Class LA-1A-1 Uncertificated
Interest as of
any date of determination.
"Component XA-1A-2": One of the [__] components of the Class
X-1
Certificates and one of the [__] components of the Class X-2
Certificates having
a Component Notional Amount equal to the then current Lower-Tier
Principal
Amount of the Class LA-1A-2 Uncertificated Interest as of any date
of
determination.
"Component XA-1A-3": One of the [__] components of the Class
X-1
Certificates and one of the [__] components of the Class X-2
Certificates having
a Component Notional Amount equal to the then current Lower-Tier
Principal
Amount of the Class LA-1A-3 Uncertificated Interest as of any date
of
determination.
"Component XA-1A-4": One of the [__] components of the Class
X-1
Certificates and one of the [__] components of the Class X-2
Certificates having
a Component Notional Amount equal to the then current Lower-Tier
Principal
Amount of the Class LA-1A-4 Uncertificated Interest as of any date
of
determination.
"Component XA-1A-5": One of the [__] components of the Class
X-1
Certificates and one of the [__] components of the Class X-2
Certificates having
a Component Notional Amount equal to the then current Lower-Tier
Principal
Amount of the Class LA-1A-5 Uncertificated Interest as of any date
of
determination.
"Component XA-1A-6": One of the [__] components of the Class
X-1
Certificates and one of the [__] components of the Class X-2
Certificates having
a Component Notional Amount equal to the then current Lower-Tier
Principal
Amount of the Class LA-1A-6 Uncertificated Interest as of any date
of
determination.
"Component XA-1A-7": One of the [__] components of the Class
X-1
Certificates and one of the [__] components of the Class X-2
Certificates having
a Component Notional Amount equal to the then current Lower-Tier
Principal
Amount of the Class LA-1A-7 Uncertificated Interest as of any date
of
determination.
"Component XA-1A-8": One of the [__] components of the Class
X-1
Certificates and one of the [__] components of the Class X-2
Certificates having
a Component Notional Amount equal to the then current Lower-Tier
Principal
Amount of the Class LA-1A-8 Uncertificated Interest as of any date
of
determination.
"Component XA-1A-9": One of the [__] components of the Class
X-1
Certificates and one of the [__] components of the Class X-2
Certificates having
a Component Notional Amount equal to the then current Lower-Tier
Principal
Amount of the Class LA-1A-9 Uncertificated Interest as of any date
of
determination.
"Component XA-1A-10": One of the [__] components of the Class
X-1
Certificates and one of the [__] components of the Class X-2
Certificates having
a Component Notional Amount equal to the then current Lower-Tier
Principal
Amount of the Class LA-1A-10 Uncertificated Interest as of any date
of
determination.
"Component XA-1A-11": One of the [__] components of the Class
X-1
Certificates and one of the [__] components of the Class X-2
Certificates having
a Component Notional Amount equal to the then current Lower-Tier
Principal
Amount of the Class LA-1A-11 Uncertificated Interest as of any date
of
determination.
"Component XA-1A-12": One of the [__] components of the Class
X-1
Certificates and one of the [__] components of the Class X-2
Certificates having
a Component Notional Amount equal to the then current Lower-Tier
Principal
Amount of the Class LA-1A-12 Uncertificated Interest as of any date
of
determination.
"Component XA-1A-13": One of the [__] components of the Class
X-1
Certificates and one of the [__] components of the Class X-2
Certificates having
a Component Notional Amount equal to the then current Lower-Tier
Principal
Amount of the Class LA-1A-13 Uncertificated Interest as of any date
of
determination.
"Component XA-1A-14": One of the [__] components of the Class
X-1
Certificates and one of the [__] components of the Class X-2
Certificates having
a Component Notional Amount equal to the then current Lower-Tier
Principal
Amount of the Class LA-1A-14 Uncertificated Interest as of any date
of
determination.
"Component XA-1A-15": One of the [__] components of the Class
X-1
Certificates and one of the [__] components of the Class X-2
Certificates having
a Component Notional Amount equal to the then current Lower-Tier
Principal
Amount of the Class LA-1A-15 Uncertificated Interest as of any date
of
determination.
"Component XA-2-1": One of the [__] components of the Class X-1
Certificates and one of the [__] components of the Class X-2
Certificates having
a Component Notional Amount equal to the then current Lower-Tier
Principal
Amount of the Class LA-2-1 Uncertificated Interest as of any date
of
determination.
"Component XA-2-2": One of the [__] components of the Class X-1
Certificates and one of the [__] components of the Class X-2
Certificates having
a Component Notional Amount equal to the current Lower-Tier
Principal Amount of
the Class LA-2-2 Uncertificated Interest as of any date of
determination.
"Component XA-2-3": One of the [__] components of the Class X-1
Certificates and one of the [__] components of the Class X-2
Certificates having
a Component Notional Amount equal to the current Lower-Tier
Principal Amount of
the Class LA-2-3 Uncertificated Interest as of any date of
determination.
"Component XA-2-4": One of the [__] components of the Class X-1
Certificates and one of the [__] components of the Class X-2
Certificates having
a Component Notional Amount equal to the current Lower-Tier
Principal Amount of
the Class LA-2-4 Uncertificated Interest as of any date of
determination.
"Component XA-2-5": One of the [__] components of the Class X-1
Certificates and one of the [__] components of the Class X-2
Certificates having
a Component Notional Amount equal to the then current Lower-Tier
Principal
Amount of the Class LA-2-5 Uncertificated Interest as of any date
of
determination.
"Component XA-2-6": One of the [__] components of the Class X-1
Certificates and one of the [__] components of the Class X-2
Certificates having
a Component Notional Amount equal to the then current Lower-Tier
Principal
Amount of the Class LA-2-6 Uncertificated Interest as of any date
of
determination.
"Component XA-2FL-1": One of the [__] components of the Class
X-1
Certificates and one of the [__] components of the Class X-2
Certificates having
a Component Notional Amount equal to the then current Lower-Tier
Principal
Amount of the Class LA-2FL-1 Uncertificated Interest as of any date
of
determination.
"Component XA-2FL-2": One of the [__] components of the Class
X-1
Certificates and one of the [__] components of the Class X-2
Certificates having
a Component Notional Amount equal to the then current Lower-Tier
Principal
Amount of the Class LA-2FL-2 Uncertificated Interest as of any date
of
determination.
"Component XA-2FL-3": One of the [__] components of the Class
X-1
Certificates and one of the [__] components of the Class X-2
Certificates having
a Component Notional Amount equal to the then current Lower-Tier
Principal
Amount of the Class LA-2FL-3 Uncertificated Interest as of any date
of
determination.
"Component XA-2FL-4": One of the [__] components of the Class
X-1
Certificates and one of the [__] components of the Class X-2
Certificates having
a Component Notional Amount equal to the then current Lower-Tier
Principal
Amount of the Class LA-2FL-4 Uncertificated Interest as of any date
of
determination.
"Component XA-2FL-5": One of the [__] components of the Class
X-1
Certificates and one of the [__] components of the Class X-2
Certificates having
a Component Notional Amount equal to the then current Lower-Tier
Principal
Amount of the Class LA-2FL-5 Uncertificated Interest as of any date
of
determination.
"Component XA-2FL-6": One of the [__] components of the Class
X-1
Certificates and one of the [__] components of the Class X-2
Certificates having
a Component Notional Amount equal to the then current Lower-Tier
Principal
Amount of the Class LA-2FL-6 Uncertificated Interest as of any date
of
determination.
"Component XA-3-1": One of the [__] components of the Class X-1
Certificates and one of the [__] components of the Class X-2
Certificates having
a Component Notional Amount equal to the then current Lower-Tier
Principal
Amount of the Class LA-3-1 Uncertificated Interest as of any date
of
determination.
"Component XA-3-2": One of the [__] components of the Class X-1
Certificates and one of the [__] components of the Class X-2
Certificates having
a Component Notional Amount equal to the then current Lower-Tier
Principal
Amount of the Class LA-3-2 Uncertificated Interest as of any date
of
determination.
"Component XA-4-1": One of the [__] components of the Class X-1
Certificates and one of the [__] components of the Class X-2
Certificates having
a Component Notional Amount equal to the then current Lower-Tier
Principal
Amount of the Class LA-4-1 Uncertificated Interest as of any date
of
determination.
"Component XA-4-2": One of the [__] components of the Class X-1
Certificates and one of the [__] components of the Class X-2
Certificates having
a Component Notional Amount equal to the then current Lower-Tier
Principal
Amount of the Class LA-4-2 Uncertificated Interest as of any date
of
determination.
"Component XA-4-3": One of the [__] components of the Class X-1
Certificates and one of the [__] components of the Class X-2
Certificates having
a Component Notional Amount equal to the then current Lower-Tier
Principal
Amount of the Class LA-4-3 Uncertificated Interest as of any date
of
determination.
"Component XA-4-4": One of the [__] components of the Class X-1
Certificates and one of the [__] components of the Class X-2
Certificates having
a Component Notional Amount equal to the then current Lower-Tier
Principal
Amount of the Class LA-4-4 Uncertificated Interest as of any date
of
determination.
"Component XA-4-5": One of the [__] components of the Class X-1
Certificates and one of the [__] components of the Class X-2
Certificates having
a Component Notional Amount equal to the then current Lower-Tier
Principal
Amount of the Class LA-4-5 Uncertificated Interest as of any date
of
determination.
"Component XA-4-6": One of the [__] components of the Class X-1
Certificates and one of the [__] components of the Class X-2
Certificates having
a Component Notional Amount equal to the then current Lower-Tier
Principal
Amount of the Class LA-4-6 Uncertificated Interest as of any date
of
determination.
"Component XA-J": One of the [__] components of the Class X-1
Certificates and one of the [__] components of the Class X-2
Certificates having
a Component Notional Amount equal to the then current Lower-Tier
Principal
Amount of the Class LA-J Uncertificated Interest as of any date
of
determination.
"Component XA-M": One of the [__] components of the Class X-1
Certificates and one of the [__] components of the Class X-2
Certificates having
a Component Notional Amount equal to the then current Lower-Tier
Principal
Amount of the Class LA-M Uncertificated Interest as of any date
of
determination.
"Component XA-SB-1": One of the [__] components of the Class
X-1
Certificates and one of the [__] components of the Class X-2
Certificates having
a Component Notional Amount equal to the then current Lower-Tier
Principal
Amount of the Class LA-SB-1 Uncertificated Interest as of any date
of
determination.
"Component XA-SB-2": One of the [__] components of the Class
X-1
Certificates and one of the [__] components of the Class X-2
Certificates having
a Component Notional Amount equal to the then current Lower-Tier
Principal
Amount of the Class LA-SB-2 Uncertificated Interest as of any date
of
determination.
"Component XA-SB-3": One of the [__] components of the Class
X-1
Certificates and one of the [__] components of the Class X-2
Certificates having
a Component Notional Amount equal to the then current Lower-Tier
Principal
Amount of the Class LA-SB-3 Uncertificated Interest as of any date
of
determination.
"Component XA-SB-4": One of the [__] components of the Class
X-1
Certificates and one of the [__] components of the Class X-2
Certificates having
a Component Notional Amount equal to the then current Lower-Tier
Principal
Amount of the Class LA-SB-4 Uncertificated Interest as of any date
of
determination.
"Component XA-SB-5": One of the [__] components of the Class
X-1
Certificates and one of the [__] components of the Class X-2
Certificates having
a Component Notional Amount equal to the then current Lower-Tier
Principal
Amount of the Class LA-SB-5 Uncertificated Interest as of any date
of
determination.
"Component XA-SB-6": One of the [__] components of the Class
X-1
Certificates and one of the [__] components of the Class X-2
Certificates having
a Component Notional Amount equal to the then current Lower-Tier
Principal
Amount of the Class LA-SB-6 Uncertificated Interest as of any date
of
determination.
"Component XB": One of the [__] components of the Class X-1
Certificates and one of the [__] components of the Class X-2
Certificates having
a Component Notional Amount equal to the then current Lower-Tier
Principal
Amount of the Class LB Uncertificated Interest as of any date of
determination.
"Component XC": One of the [__] components of the Class X-1
Certificates and one of the [__] components of the Class X-2
Certificates having
a Component Notional Amount equal to the then current Lower-Tier
Principal
Amount of the Class LC Uncertificated Interest as of any date of
determination.
"Component XD-1": One of the [__] components of the Class X-1
Certificates and one of the [__] components of the Class X-2
Certificates having
a Component Notional Amount equal to the then current Lower-Tier
Principal
Amount of the Class LD-1 Uncertificated Interest as of any date
of
determination.
"Component XD-2": One of the [__] components of the Class X-1
Certificates and one of the [__] components of the Class X-2
Certificates having
a Component Notional Amount equal to the then current Lower-Tier
Principal
Amount of the Class LD-2 Uncertificated Interest as of any date
of
determination.
"Component XD-3": One of the [__] components of the Class X-1
Certificates and one of the [__] components of the Class X-2
Certificates having
a Component Notional Amount equal to the then current Lower-Tier
Principal
Amount of the Class LD-3 Uncertificated Interest as of any date
of
determination.
"Component XE-1": One of the [__] components of the Class X-1
Certificates and one of the [__] components of the Class X-2
Certificates having
a Component Notional Amount equal to the then current Lower-Tier
Principal
Amount of the Class LE-1 Uncertificated Interest as of any date
of
determination.
"Component XE-2": One of the [__] components of the Class X-1
Certificates and one of the [__] components of the Class X-2
Certificates having
a Component Notional Amount equal to the then current Lower-Tier
Principal
Amount of the Class LE-2 Uncertificated Interest as of any date
of
determination.
"Component XE-3": One of the [__] components of the Class X-1
Certificates and one of the [__] components of the Class X-2
Certificates having
a Component Notional Amount equal to the then current Lower-Tier
Principal
Amount of the Class LE-3 Uncertificated Interest as of any date
of
determination.
"Component XF-1": One of the [__] components of the Class X-1
Certificates and one of the [__] components of the Class X-2
Certificates having
a Component Notional Amount equal to the then current Lower-Tier
Principal
Amount of the Class LF-1 Uncertificated Interest as of any date
of
determination.
"Component XF-2": One of the [__] components of the Class X-1
Certificates and one of the [__] components of the Class X-2
Certificates having
a Component Notional Amount equal to the then current Lower-Tier
Principal
Amount of the Class LF-2 Uncertificated Interest as of any date
of
determination.
"Component XF-3": One of the [__] components of the Class X-1
Certificates and one of the [__] components of the Class X-2
Certificates having
a Component Notional Amount equal to the then current Lower-Tier
Principal
Amount of the Class LF-3 Uncertificated Interest as of any date
of
determination.
"Component XG-1": One of the [__] components of the Class X-1
Certificates and one of the [__] components of the Class X-2
Certificates having
a Component Notional Amount equal to the current Lower-Tier
Principal Amount of
the Class LG-1 Uncertificated Interest as of any date of
determination.
"Component XG-2": One of the [__] components of the Class X-1
Certificates and one of the [__] components of the Class X-2
Certificates having
a Component Notional Amount equal to the current Lower-Tier
Principal Amount of
the Class LG-2 Uncertificated Interest as of any date of
determination.
"Component XH-1": One of the [__] components of the Class X-1
Certificates and one of the [__] components of the Class X-2
Certificates having
a Component Notional Amount equal to the current Lower-Tier
Principal Amount of
the Class LH-1 Uncertificated Interest as of any date of
determination.
"Component XH-2": One of the [__] components of the Class X-1
Certificates and one of the [__] components of the Class X-2
Certificates having
a Component Notional Amount equal to the current Lower-Tier
Principal Amount of
the Class LH-2 Uncertificated Interest as of any date of
determination.
"Component XH-3": One of the [__] components of the Class X-1
Certificates and one of the [__] components of the Class X-2
Certificates having
a Component Notional Amount equal to the current Lower-Tier
Principal Amount of
the Class LH-3 Uncertificated Interest as of any date of
determination.
"Component XJ": One of the [__] components of the Class X-1
Certificates and one of the [__] components of the Class X-2
Certificates having
a Component Notional Amount equal to the then current Lower-Tier
Principal
Amount of the Class LJ Uncertificated Interest as of any date of
determination.
"Component XK-1": One of the [__] components of the Class X-1
Certificates and one of the [__] components of the Class X-2
Certificates having
a Component Notional Amount equal to the then current Lower-Tier
Principal
Amount of the Class LK-1 Uncertificated Interest as of any date
of
determination.
"Component XK-2": One of the [__] components of the Class X-1
Certificates and one of the [__] components of the Class X-2
Certificates having
a Component Notional Amount equal to the then current Lower-Tier
Principal
Amount of the Class LK-2 Uncertificated Interest as of any date
of
determination.
"Component XL": One of the [__] components of the Class X-1
Certificates and one of the [__] components of the Class X-2
Certificates having
a Component Notional Amount equal to the then current Lower-Tier
Principal
Amount of the Class LL Uncertificated Interest as of any date of
determination.
"Component XM": One of the [__] components of the Class X-1
Certificates having a Component Notional Amount equal to the
current Lower-Tier
Principal Amount of the Class LM Uncertificated Interest as of any
date of
determination.
"Component XN": One of the [__] components of the Class X-1
Certificates having a Component Notional Amount equal to the
current Lower-Tier
Principal Amount of the Class LN Uncertificated Interest as of any
date of
determination.
"Component XNR": One of the [__] components of the Class X-1
Certificates having a Component Notional Amount equal to the then
current
Lower-Tier Principal Amount of the Class LNR Uncertificated
Interest as of any
date of determination.
"Component XP": One of the [__] components of the Class X-1
Certificates having a Component Notional Amount equal to the then
current
Lower-Tier Principal Amount of the Class LP Uncertificated Interest
as of any
date of determination.
"Controlling Class": As of any date of determination, the most
subordinate Class of Regular Certificates (other than the Class X
Certificates)
then outstanding that has a then aggregate Certificate Balance at
least equal to
[25]% of the Original Certificate Balance of such Class of
Certificates. As of
the Closing Date, the Controlling Class will be the Class NR
Certificates. In
determining the most subordinate Class of Regular Certificates for
the purpose
of determining the Controlling Class, such determination shall be
made without
consideration of Appraisal Reductions, if any, allocated to any
Class of Regular
Certificates.
"Controlling Class Certificateholder's Option Period": As defined
in
Section 3.18(a)(ii).
"Controlling Class Certificateholders": Each Holder (or
Certificate
Owner, if applicable) of a Certificate of the Controlling Class as
certified by
the Certificate Registrar to the Trustee from time to time by such
Holder (or
Certificate Owner).
"Controlling Class Option Holder": As defined in Section
3.18(a)(i).
"Corporate Trust Office": The 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 [____________________].
"Corrected Mortgage Loan": Any Specially Serviced Mortgage Loan
that
has become current and remained current for three consecutive
Monthly Payments
(for such purposes taking into account any modification or
amendment of such
Mortgage Loan or Companion Loan, whether by a consensual
modification or in
connection with a bankruptcy, insolvency or similar proceeding
involving the
Mortgagor), and (provided that no additional default is foreseeable
in the
reasonable judgment of the Special Servicer and no other event or
circumstance
exists that causes such Mortgage Loan or Companion Loan to
otherwise constitute
a Specially Serviced Mortgage Loan) the servicing of which the
Special Servicer
has returned to the Master Servicer pursuant to Section
3.21(a).
"Crossed Group": With respect to any Mortgage Loan, such
Mortgage
Loan and all other Mortgage Loans that are cross-collateralized
and
cross-defaulted with such Mortgage Loan.
"Crossed Loan": A Mortgage Loan that is cross-collateralized
and
cross-defaulted with one or more other Mortgage Loans.
"Crossed Loan Repurchase Criteria": (i) The weighted average
Debt
Service Coverage Ratio for all remaining related Crossed Loans for
the most
recent twelve month period covered by an annual operating statement
for the
related Mortgaged Properties preceding the repurchase or
substitution shall not
be less than the greater of (a) the Debt Service Coverage Ratio for
all such
related Crossed Loans, including the affected Crossed Loan, for the
most recent
twelve month period covered by an annual operating statement for
the related
Mortgaged Properties preceding the repurchase or substitution, and
(b) [1.25]x,
(ii) the weighted average LTV Ratio for all remaining related
Crossed Loans
determined at the time of repurchase or substitution based upon an
Appraisal
obtained by the Special Servicer at the expense of the related
Mortgage Loan
Seller shall not be greater than the lesser of (a) the weighted
average LTV
Ratio for all such related Crossed Loans, including the affected
Crossed Loan,
determined at the time of repurchase or substitution based upon an
Appraisal
obtained by the Special Servicer at the expense of the related
Mortgage Loan
Seller and (b) [75]%, (iii) the Mortgage Loan Seller, at its
expense, shall have
furnished the Trustee with an Opinion of Counsel that any
modification relating
to the repurchase or substitution of a Crossed Loan shall not cause
an Adverse
REMIC Event, (iv) the related Mortgage Loan Seller causes the
affected Crossed
Loan to become not cross-collateralized and cross-defaulted with
the remaining
related Crossed Loans prior to such repurchase or substitution or
otherwise
forbears from exercising enforcement rights against any Crossed
Loan remaining
in the Trust Fund and (v) the Directing Certificateholder shall
have consented
to the repurchase or substitution of the affected Crossed Loan,
which consent
shall not be unreasonably withheld.
"Custodian": A Person who is at any time appointed by the
Trustee
pursuant to Section 8.11 as a document custodian for the Mortgage
Files, which
Person shall not be the Depositor, either of the Mortgage Loan
Sellers or an
Affiliate of any of them. The Trustee shall be the initial
Custodian.
"Cut-off Date": With respect to each Mortgage Loan, the related
Due
Date of the Mortgage Loan in [________] 20[__].
"Cut-off Date Principal Balance": With respect to any Mortgage
Loan
or Companion Loan, the outstanding principal balance of such
Mortgage Loan or
Companion Loan as of the Cut-off Date, after application of all
payments of
principal due on or before such date, whether or not received.
"Debt Service Coverage Ratio": With respect to any Mortgage Loan
for
any twelve month period covered by an annual operating statement
for the related
Mortgaged Property, the ratio of (i) Net Operating Income produced
by the
related Mortgaged Property during such period to (ii) the aggregate
amount of
Monthly Payments (other than any Balloon Payment) due under such
Mortgage Loan
during such period, provided that with respect to the Mortgage
Loans indicated
on Schedule 2, which pay interest only for a specified period of
time set forth
in the related Mortgage Loan documents and then pay principal and
interest, the
related Monthly Payment will be calculated (for purposes of this
definition
only) to include interest and principal (based on the remaining
amortization
term indicated in the Mortgage Loan Schedule).
"Default Interest": With respect to any Mortgage Loan or
Companion
Loan, all interest accrued in respect of such Mortgage Loan or
Companion Loan
during such Due Period provided for in the related Mortgage Note or
Mortgage as
a result of a default (exclusive of late payment charges) that is
in excess of
interest at the related Mortgage Rate accrued on the unpaid
principal balance of
such Mortgage Loan or Companion Loan outstanding from time to
time.
"Defaulted Mortgage Loan": A Mortgage Loan (i) that is delinquent
at
least sixty days in respect of its Monthly Payments or more than
thirty days (or
sixty days with respect to the circumstances described in clause
(ii) of the
definition of Servicing Transfer Event) delinquent in respect of
its Balloon
Payment, if any, in either case such delinquency to be determined
without giving
effect to any grace period permitted by the related Mortgage or
Mortgage Note
and without regard to any acceleration of payments under the
related Mortgage
and Mortgage Note or (ii) as to which the Master Servicer or
Special Servicer
has, by written notice to the related Mortgagor, accelerated the
maturity of the
indebtedness evidenced by the related Mortgage Note. For the
avoidance of doubt,
a defaulted Companion Loan does not constitute a "Defaulted
Mortgage Loan".
"Defaulting Party": As defined in Section 7.01(b).
"Defeasance Accounts": As defined in Section 3.20(l).
"Defect": As defined in Section 2.02(f).
"Deficient Valuation": With respect to any Mortgage Loan, a
valuation by a court of competent jurisdiction of the Mortgaged
Property in an
amount less than the then outstanding principal balance of the
Mortgage Loan,
which valuation results from a proceeding initiated under the
Bankruptcy Code.
"Definitive Certificate": Any Certificate in definitive, fully
registered form without interest coupons.
"Denomination": As defined in Section 5.01(a).
"Depositor": J.P. Morgan Chase Commercial Mortgage Securities
Corp.,
a Delaware corporation, or its successor in interest.
"Depository": The Depository Trust Company, or any successor
Depository hereafter named. The nominee of the initial Depository
for purposes
of registering those Certificates that are to be Book-Entry
Certificates, is
Cede & Co. The Depository shall at all times be a "clearing
corporation" as
defined in Section 8-102(3) of the Uniform Commercial Code of the
State of New
York and a "clearing agency" registered pursuant to the provisions
of Section
17A of the Exchange Act.
"Depository Participant": A broker, dealer, bank or other
financial
institution or other Person for whom from time to time the
Depository effects
book-entry transfers and pledges of securities deposited with the
Depository.
"Depository Rules": As defined in Section 5.02(b).
"Determination Date": With respect to any Distribution Date,
the
fourth Business Day preceding such Distribution Date.
"Determination Information": As defined in Section 3.18(a)(i).
"Directing Certificateholder": The Controlling Class
Certificateholder (or a representative thereof identified to the
Master
Servicer, the Special Servicer, the Trustee and the Paying Agent)
selected by
more than 50% of the Controlling Class Certificateholders, by
Certificate
Balance, as certified by the Certificate Registrar from time to
time; provided,
however, that (i) absent such selection, or (ii) until a
Directing
Certificateholder is so selected or (iii) upon receipt of a notice
from a
majority of the Controlling Class Certificateholders, by
Certificate Balance,
that a Directing Certificateholder is no longer designated, the
Controlling
Class Certificateholder that owns the largest aggregate Certificate
Balance of
the Controlling Class will be the Directing Certificateholder which
will
initially be Citigroup Property Investors.
"Directly Operate": With respect to any REO Property, the
furnishing
or rendering of services to the tenants thereof, that are not
customarily
provided to tenants in connection with the rental of space "for
occupancy only"
within the meaning of Treasury Regulations Section
1.512(b)-1(c)(5), the
management or operation of such REO Property, the holding of such
REO Property
primarily for sale to customers, the use of such REO Property in a
trade or
business conducted by the Trust Fund or on behalf of a Companion
Holder or the
performance of any construction work on the REO Property (other
than the
completion of a building or improvement, where more than 10% of the
construction
of such building or improvement was completed before default became
imminent),
other than through an Independent Contractor; provided, however,
that an REO
Property shall not be considered to be Directly Operated solely
because the
Trustee (or the Special Servicer on behalf of the Trustee)
establishes rental
terms, chooses tenants, enters into or renews leases, deals with
taxes and
insurance or makes decisions as to repairs or capital expenditures
with respect
to such REO Property or takes other actions consistent with
Treasury Regulations
Section 1.856-4(b)(5)(ii).
"Disqualified Organization": Any of (i) the United States, any
State
or political subdivision thereof, any possession of the United
States or any
agency or instrumentality of any of the foregoing (other than an
instrumentality
which is a corporation if all of its activities are subject to tax
and a
majority of its board of directors is not selected by such
governmental unit),
(ii) a foreign government, any international organization or any
agency or
instrumentality of any of the foregoing, (iii) any organization
(other than
certain farmers' cooperatives described in Section 521 of the Code)
which is
exempt from the tax imposed by Chapter 1 of the Code (including the
tax imposed
by Section 511 of the Code on unrelated business taxable income),
(iv) rural
electric and telephone cooperatives described in Section
1381(a)(2)(C) of the
Code and (v) any other Person so designated by the Paying Agent
based upon an
Opinion of Counsel as provided to the Paying Agent (at no expense
to the Paying
Agent) that the holding of an Ownership Interest in a Residual
Certificate by
such Person may cause the Upper-Tier REMIC or the Lower-Tier REMIC
to fail to
qualify as a REMIC or any Person having an Ownership Interest in
any Class of
Certificates (other than such Person) to incur a liability for any
federal tax
imposed under the Code that would not otherwise be imposed but for
the Transfer
of an Ownership Interest in a Residual Certificate to such Person.
The terms
"United States," "State" and "international organization" shall
have the
meanings set forth in Section 7701 of the Code or successor
provisions.
"Distributable Certificate Interest": With respect to any
Distribution Date, as to any Class of Regular Certificates (other
than the Class
A-2FL Certificates) and the Class A-2FL Regular Interest, the
Accrued
Certificate Interest in respect of such Class of Regular
Certificates or the
Class A-2FL Regular Interest, as applicable, for such Distribution
Date, reduced
(to not less than zero) by any allocations to such Class of
Certificates (other
than in the case of the Class X Certificates) or the Class A-2FL
Regular
Interest, as applicable, of (i) the product of (a) any Net
Aggregate Prepayment
Interest Shortfall for such Distribution Date, multiplied by (b) a
fraction,
expressed as a decimal, the numerator of which is the Accrued
Certificate
Interest in respect of such Class of Certificates or the Class
A-2FL Regular
Interest, as applicable, for such Distribution Date, and the
denominator of
which is the aggregate Accrued Certificate Interest in respect of
all the
Classes of Regular Certificates (other than the Class A-2FL
Certificates and the
Class X Certificates) and the Class A-2FL Regular Interest for such
Distribution
Date, and (ii) any Certificate Deferred Interest for such
Distribution Date
allocated to such Class of Certificates or the Class A-2FL Regular
Interest, as
applicable, pursuant to Section 4.06(a).
"Distribution Accounts": Collectively, the Upper-Tier
Distribution
Account, the Lower-Tier Distribution Account, the Floating Rate
Account and the
Excess Interest Distribution Account, all of which may be
subaccounts of a
single Eligible Account.
"Distribution Date": The [__] day of each month, or, if such
[__]
day is not a Business Day, on the next succeeding Business Day,
beginning in
[________] 20[__].
"DTC": As defined in Section 5.03(d).
"Due Date": With respect to (i) any Mortgage Loan or Companion
Loan,
on or prior to its Maturity Date, the day of the month set forth in
the related
Mortgage Note on which each Monthly Payment thereon is scheduled to
be first
due, (ii) any Mortgage Loan or Companion Loan after the Maturity
Date therefor,
the day of the month set forth in the related Mortgage Note on
which each
Monthly Payment on such Mortgage Loan or Companion Loan had been
scheduled to be
first due, and (iii) any REO Loan, the day of the month set forth
in the related
Mortgage Note on which each Monthly Payment on the related Mortgage
Loan or
Companion Loan had been scheduled to be first due.
"Due Period": With respect to any Distribution Date and any
Mortgage
Loan or Companion Loan, the period commencing on the day
immediately succeeding
the Due Date for such Mortgage Loan or Companion Loan occurring in
the month
preceding the month in which such Distribution Date occurs or the
date that
would have been the Due Date if the Mortgage Loan had a Due Date in
[________]
20[__] and ending on and including the Due Date for such Mortgage
Loan or
Companion Loan occurring in the month in which such Distribution
Date occurs.
Notwithstanding the foregoing, in the event that the last day of a
Due Period
(or applicable grace period) is not a Business Day, any Monthly
Payments
received with respect to the Mortgage Loans or Companion Loan
relating to such
Due Period on the Business Day immediately following such day shall
be deemed to
have been received during such Due Period and not during any other
Due Period.
"Eligible Account": Either (i) a segregated account or accounts
maintained with a federal or state chartered depository institution
or trust
company (including the Paying Agent and Trustee), (A)(x) the
long-term unsecured
debt obligations of which are rated at least "Aa3" by Moody's, if
the deposits
are to be held in such account for [30] days or more and (y) the
short term debt
obligations of which have a short-term rating of not less than
"P-1" from
Moody's, if the deposits are to be held in such account for less
than [30] days
or, (B)(x) the long-term unsecured debt obligations of which are
rated at least
"AA-" by Fitch, if the deposits are to be held in such account for
[30] days or
more and (y) the short-term debt obligations of which have a
short-term rating
of not less than "F-1" from Fitch, if the deposits are to be held
in such
account for less than [30] days, (C) an account or accounts
maintained with
[________] so long as [________] long term unsecured debt rating
shall be at
least "A+" from Fitch and "A-1" from Moody's (if the deposits are
to be held in
the account for more than [30] days) or [________] short term
deposit or short
term unsecured debt rating shall be at least "F-1" from Fitch or
"P-1" from
Moody's (if the deposits are to be held in the account for [30]
days or less)
and (D) such other account or accounts with respect to which each
of the Rating
Agencies shall have confirmed in writing that the then current
rating assigned
to any of the Certificates will not be qualified, downgraded or
withdrawn by
reason thereof or (ii) a segregated trust account or accounts
maintained with
the corporate trust department of a federal or state chartered
depository
institution or trust company that, in either case, has corporate
trust powers,
acting in its fiduciary capacity, provided that any state chartered
depository
institution or trust company is subject to regulation regarding
fiduciary funds
substantially similar to 12 C.F.R. ss. 9.10(b). Eligible Accounts
may bear
interest. No Eligible Account shall be evidenced by a certificate
of deposit,
passbook or other similar instrument.
"Eligible Investor": Either (i) a Qualified Institutional Buyer
that
is purchasing for its own account or for the account of a
Qualified
Institutional Buyer to whom notice is given that the offer, sale or
transfer is
being made in reliance on Rule 144A or (ii) an Institutional
Accredited
Investor.
"Environmental Assessment": A "Phase I assessment" as described
in,
and meeting the criteria of, the American Society of Testing
Materials Standard
Sections 1527-99 or any successor thereto published by the American
Society of
Testing Materials.
"Environmental Indemnity Agreement": With respect to any
Mortgage
Loan, any agreement between the Mortgagor (or a guarantor thereof)
and the
originator of such Mortgage Loan relating to the Mortgagor's
obligation to
remediate or monitor or indemnify for any environmental problems
relating to the
related Mortgaged Property.
"ERISA": The Employee Retirement Income Security Act of 1974,
as
amended.
"ERISA Prohibited Holder": As defined in Section 5.02(c)(i)(A).
"ERISA Restricted Certificate": Any Class J, Class K, Class L,
Class
M, Class N, Class P or Class NR Certificate; provided that any such
Certificate:
(a) will cease to be considered an ERISA Restricted Certificate and
(b) will
cease to be subject to the transfer restrictions contained in
Section 5.02(c)
if, as of the date of a proposed transfer of such Certificate,
either (i) it is
rated in one of the four highest generic ratings categories by a
Rating Agency
or (ii) relevant provisions of ERISA would permit the transfer of
such
Certificate to a Plan.
"Escrow Payment": Any payment received by the Master Servicer or
the
Special Servicer for the account of any Mortgagor for application
toward the
payment of real estate taxes, assessments, insurance premiums,
ground lease
rents and similar items in respect of the related Mortgaged
Property, including
amounts for deposit to any reserve account.
"Euroclear": Euroclear Bank societe anonyme or any successor
thereto.
"Event of Default": One or more of the events described in
Section
7.01(a).
"Excess Interest": With respect to each of the Mortgage Loans
indicated on the Mortgage Loan Schedule as having a Revised Rate,
interest
accrued on such Mortgage Loan after the Anticipated Repayment Date
allocable to
the Excess Rate, including all interest accrued thereon. The Excess
Interest
shall not be an asset of either the Lower-Tier REMIC or the
Upper-Tier REMIC
formed hereunder.
"Excess Interest Distribution Account": The trust account or
accounts created and maintained as a separate account or accounts
(or as a
subaccount of the Distribution Account) by the Paying Agent
pursuant to Section
3.04(c), which shall be entitled "[________], as Paying Agent, in
trust for the
registered Holders of J.P. Morgan Chase Commercial Mortgage
Securities Corp.,
Commercial Mortgage Pass-Through Certificates, Series [________],
Excess
Interest Distribution Account," and which must be an Eligible
Account (or a
subaccount of an Eligible Account). The Excess Interest
Distribution Account
shall not be an asset of either the Lower-Tier REMIC or the
Upper-Tier REMIC
formed hereunder.
"Excess Rate": With respect to each of the Mortgage Loans
indicated
on the Mortgage Loan Schedule as having a Revised Rate, the excess
of (i) the
applicable Revised Rate over (ii) the applicable Mortgage Rate,
each as set
forth in the Mortgage Loan Schedule.
"Exchange Act": The Securities Exchange Act of 1934, as amended
from
time to time.
"Fannie Mae": Federal National Mortgage Association or any
successor
thereto.
"FDIC": Federal Deposit Insurance Corporation or any successor
thereto.
"Final Recovery Determination": A reasonable determination by
the
Special Servicer, in consultation with the Directing
Certificateholder, with
respect to any Defaulted Mortgage Loan or Corrected Mortgage Loan
(and, if
applicable, any defaulted Companion Loan) or REO Property (other
than a Mortgage
Loan or REO Property, as the case may be, that was purchased by any
of the
Mortgage Loan Sellers pursuant to Section 6 of the applicable
Mortgage Loan
Purchase Agreement, the Controlling Class Option Holder, the
applicable
Companion Holder or the Special Servicer pursuant to Section
3.18(b), any
mezzanine lender pursuant to Section 3.18(e) or the Master
Servicer, Special
Servicer, the Holders of the Controlling Class, or the Holders of
the Class LR
Certificates pursuant to Section 9.01) that there has been a
recovery of all
Insurance and Condemnation Proceeds, Liquidation Proceeds, REO
Revenue and other
payments or recoveries that, in the Special Servicer's judgment,
which judgment
was exercised without regard to any obligation of the Special
Servicer to make
payments from its own funds pursuant to Section 3.07(b), will
ultimately be
recoverable. The Directing Certificateholder shall have ten (10)
Business Days
to review and approve each such recovery determination by the
Special Servicer;
provided, however, that if the Directing Certificateholder fails to
approve or
disapprove any recovery determination within ten (10) Business Days
of receipt
of the initial recovery determination, such consent shall be deemed
given.
"FIRREA": The Financial Institutions Reform, Recovery, and
Enforcement Act of 1989, as it may be amended from time to
time.
"Fitch": Fitch, Inc., and its successors in interest. If
neither
Fitch 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 Paying Agent, the Master Servicer, the
Directing
Certificateholder and the Special Servicer, and specific ratings of
Fitch herein
referenced shall be deemed to refer to the equivalent ratings of
the party so
designated.
"Form 8-K Disclosure Information": As defined in Section 11.07.
"Floating Rate Account": The trust account or accounts created
and
maintained as a separate account or accounts (or as a subaccount of
the
Distribution Account) by the Paying Agent pursuant to Section
3.04(b), which
shall be entitled "[____________________], as Paying Agent, in
trust for the
registered Holders of J.P. Morgan Chase Commercial Mortgage
Securities Corp.,
Commercial Mortgage Pass-Through Certificates, Series [________]
Class A-2FL
Certificates, Floating Rate Account," and which must be an Eligible
Account (or
a subaccount of an Eligible Account). The Floating Rate Account
shall not be an
asset of either the Lower-Tier REMIC or the Upper-Tier REMIC formed
hereunder.
"Freddie Mac": Federal Home Loan Mortgage Corporation or any
successor thereto.
"Gain-on-Sale Proceeds": With respect to any Mortgage Loan or
Companion Loan, as applicable, the excess of (i) Liquidation
Proceeds of the
Mortgage Loan or Companion Loan or related REO Property net of any
related
Liquidation Expenses, Unliquidated Advances, unreimbursed Advances,
Liquidation
Fees, unreimbursed interest on Advances, unpaid Servicing Fees, and
unpaid
Special Servicing Fees and additional Trust Fund expenses over (ii)
the Purchase
Price for such Mortgage Loan or Companion Loan, as applicable, on
the date on
which such Liquidation Proceeds were received.
"Gain-on-Sale Reserve Account": A custodial account or accounts
(or
subaccount of the Distribution Account) created and maintained by
the Paying
Agent, pursuant to Section 3.04(d) on behalf of the Trustee in
trust for the
Certificateholders, which shall be entitled "[________], as Paying
Agent, in
trust for the registered Holders of J.P. Morgan Chase Commercial
Mortgage
Securities Corp., Commercial Mortgage Pass-Through Certificates,
Series
[________], Gain-on-Sale Reserve Account." Any such account shall
be an Eligible
Account or a subaccount of an Eligible Account.
"Grantor Trust": A segregated asset pool within the Trust Fund
consisting of (i) the Excess Interest and amounts held from time to
time in the
Excess Interest Distribution Account, beneficial ownership of which
is
represented by the Class S Certificates and (ii) the Class A-2FL
Regular
Interest, the Swap Contract, the Floating Rate Account and the
proceeds thereof,
beneficial ownership of which is represented by the Class A-2FL
Certificates.
"Ground Lease": The ground lease pursuant to which any
Mortgagor
holds a leasehold interest in the related Mortgaged Property and
any estoppels
or other agreements executed and delivered by the ground lessor in
favor of the
lender under the Mortgage Loan.
"Group 1 Mortgage Loan": Any Mortgage Loan identified on the
Mortgage Loan Schedule as belonging to Loan Group 1.
"Group 2 Mortgage Loan": Any Mortgage Loan identified on the
Mortgage Loan Schedule as belonging to Loan Group 2.
"Hazardous Materials": Any dangerous, toxic or hazardous
pollutants,
chemicals, wastes or substances, including, without limitation,
those so
identified pursuant to CERCLA or any other federal, state or local
environmental
related laws and regulations, and specifically including, without
limitation,
asbestos and asbestos-containing materials, polychlorinated
biphenyls, radon
gas, petroleum and petroleum products, urea formaldehyde and any
substances
classified as being "in inventory," "usable work in process" or
similar
classification which would, if classified as unusable, be included
in the
foregoing definition.
"Independent": When used with respect to any specified Person,
any
such Person who (i) is in fact independent of the Trustee, the
Paying Agent, the
Depositor, the Master Servicer, the Special Servicer, the
Directing
Certificateholder, the related B Note Representative, and all
Affiliates
thereof, (ii) does not have any material direct financial interest
in or any
material indirect financial interest in any of the Trustee, the
Paying Agent,
the Depositor, the Master Servicer, the Special Servicer, the
Directing
Certificateholder, the related B Note Representative, or any
Affiliate thereof
and (iii) is not connected with the Trustee, the Paying Agent, the
Depositor,
the Master Servicer, the Special Servicer, the Directing
Certificateholder, the
related B Note Representative, 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 Trustee, the Paying Agent, the Depositor, the Master Servicer,
the Special
Servicer, the Directing Certificateholder or any Affiliate thereof
merely
because such Person is the beneficial owner of 1% or less of any
Class of
securities issued by the Trustee, the Paying Agent, the Depositor,
the Master
Servicer, the Special Servicer, the Directing Certificateholder,
the related B
Note Representative, or any Affiliate thereof, as the case may be,
provided such
ownership constitutes less than 1% of the total assets of such
person.
"Independent Contractor": Either (i) any Person that would be
an
"independent contractor" with respect to the Trust within the
meaning of Section
856(d)(3) of the Code if the Trust were a real estate investment
trust (except
that the ownership test set forth in that Section shall be
considered to be met
by any Person that owns, directly or indirectly, 35% or more of any
Class of
Certificates, or such other interest in any Class of Certificates
as is set
forth in an Opinion of Counsel, which shall be at no expense to the
Trustee, the
Paying Agent, the Master Servicer, any Companion Holder or the
Trust, delivered
to the Trustee, the Paying Agent, any Companion Holder and the
Master Servicer),
so long as the Trust does not receive or derive any income from
such Person and
provided that the relationship between such Person and the Trust is
at arm's
length, all within the meaning of Treasury Regulations Section
1.856-4(b)(5)
(except that the Master Servicer or the Special Servicer shall not
be considered
to be an Independent Contractor under the definition in this clause
(i) unless
an Opinion of Counsel has been delivered to the Trustee to that
effect) or (ii)
any other Person (including the Master Servicer and the Special
Servicer) upon
receipt by the Trustee, the Paying Agent and the Master Servicer of
an Opinion
of Counsel, which shall be at no expense to the Trustee, the Paying
Agent, the
Master Servicer or the Trust Fund, to the effect that the taking of
any action
in respect of any REO Property by such Person, subject to any
conditions therein
specified, that is otherwise herein contemplated to be taken by an
Independent
Contractor will not cause such REO Property to cease to qualify as
"foreclosure
property" within the meaning of Section 860G(a)(8) of the Code or
cause any
income realized in respect of such REO Property to fail to qualify
as Rents from
Real Property.
"Initial Purchaser": J.P. Morgan Securities Inc.
"Initial Sub-Servicer": With respect to each Mortgage Loan that
is
subject to a Sub-Servicing Agreement with the Master Servicer as of
the Closing
Date, the Sub-Servicer under any such Sub-Servicing Agreement.
"Initial Sub-Servicing Agreement": Any Sub-Servicing Agreement
in
effect as of the Closing Date.
"Institutional Accredited Investor": An entity meeting the
requirements of Rule 501(a)(1), (2), (3) or (7) of Regulation D
promulgated
under the Act.
"Insurance and Condemnation Proceeds": All proceeds paid under
any
Insurance Policy or in connection with the full or partial
condemnation of a
Mortgaged Property, in either case, to the extent such proceeds are
not applied
to the restoration of the related Mortgaged Property or released to
the
Mortgagor or any tenants or ground lessors, in either case, in
accordance with
the Servicing Standards (and in the case of any AB Mortgage Loan,
to the extent
any portion of such proceeds are received by the Paying Agent in
connection with
such AB Mortgage Loan, pursuant to the allocations set forth in the
related
Intercreditor Agreement).
"Insurance Policy": With respect to any Mortgage Loan, any
hazard
insurance policy, flood insurance policy, title policy or other
insurance policy
that is maintained from time to time in respect of such Mortgage
Loan or the
related Mortgaged Property.
"Intercreditor Agreements": [________].
"Interest Accrual Period": With respect to any Class of Regular
Certificates (other than the Class A-2FL Certificates if the Class
A-2FL
Distribution Conversion is not in effect), the Class A-2FL Regular
Interest or
the Uncertificated Lower-Tier Interests and any Distribution Date,
the period
beginning on the first day of the calendar month preceding the
calendar month in
which the related Distribution Date occurs and ending on the last
day of the
calendar month preceding the calendar month in which such
Distribution Date
occurs, calculated assuming that each month has 30 days and each
year has 360
days. With respect to the Class A-2FL Certificates and any
Distribution Date for
which the Class A-2FL Distribution Conversion is not in effect, the
Interest
Accrual Period will be the period from and including the
Distribution Date in
the month preceding the month in which the related Distribution
Date occurs (or
in the case of the first Distribution Date, the Closing Date) to,
but excluding
the related Distribution Date, calculated assuming that each month
has the
actual number of days in such Interest Accrual Period and each year
has 360
days.
"Interest Distribution Amount": With respect to any Class of
Regular
Certificates (other than the Class A-2FL Certificates) and the
Class A-2FL
Regular Interest for any Distribution Date, an amount equal to the
sum of the
Distributable Certificate Interest and the Class Unpaid Interest
Shortfall with
respect to such Class of Regular Certificates or the Class A-2FL
Regular
Interest, as applicable, for such Distribution Date and any Accrued
Interest
From Recoveries for such Class, to the extent not previously paid
for all prior
Distribution Dates.
"Interest Reserve Account": The trust account or subaccount of
the
Distribution Account created and maintained by the Paying Agent
pursuant to
Section 3.25 in the name of "[________], as Paying Agent, in trust
for the
registered holders of J.P. Morgan Chase Commercial Mortgage
Securities Corp.,
Commercial Mortgage Pass-Through Certificates, Series [________],
Interest
Reserve Account," into which the amounts set forth in Section 3.25
shall be
deposited directly and which must be an Eligible Account or
subaccount of an
Eligible Account.
"Interest Reserve Loan": Each Actual/360 Mortgage Loan.
"Interested Person": The Depositor, the Master Servicer, the
Special
Servicer, any Independent Contractor engaged by the Special
Servicer, any Holder
of a Certificate, each Companion Holder (but only with respect to
the related AB
Mortgage Loan) or any Affiliate of any such Person.
"Investment Account": As defined in Section 3.06(a).
"Investment Representation Letter": As defined in Section
5.02(b).
"JPMorgan": JPMorgan Chase Bank, National Association, a
banking
association organized under the laws of the United States, or its
successor in
interest.
"Late Collections": With respect to any Mortgage Loan or
Companion
Loan, all amounts received thereon prior to the related
Determination Date,
whether as payments, Insurance and Condemnation Proceeds,
Liquidation Proceeds
or otherwise, which represent late payments or collections of
principal or
interest due in respect of such Mortgage Loan or Companion Loan
(without regard
to any acceleration of amounts due thereunder by reason of default)
on a Due
Date prior to the immediately preceding Determination Date and not
previously
recovered. With respect to any REO Loan, all amounts received in
connection with
the related REO Property prior to the related Determination Date,
whether as
Insurance and Condemnation Proceeds, Liquidation Proceeds, REO
Revenues or
otherwise, which represent late collections of principal or
interest due or
deemed due in respect of such REO Loan or the predecessor Mortgage
Loan or
Companion Loan (without regard to any acceleration of amounts due
under the
predecessor Mortgage Loan or Companion Loan by reason of default)
on a Due Date
prior to the immediately preceding Determination Date and not
previously
recovered. The term "Late Collections" shall specifically exclude
Penalty
Charges.
"LIBOR": With respect to the Class A-2FL Certificates and each
Interest Accrual Period for which the Class A-2FL Distribution
Conversion is not
in effect, the rate for deposits in U.S. Dollars, for a period
equal to one
month, which appears on the Dow Jones Market Service (formerly
Telerate) Page
3750 as of 11:00 a.m., London time, on the related LIBOR
Determination Date. If
such rate does not appear on Dow Jones Market Service Page 3750,
the rate for
that Interest Accrual Period shall be determined on the basis of
the rates at
which deposits in U.S. Dollars are offered by any four major
reference banks in
the London interbank market selected by the Paying Agent to provide
such bank's
offered quotation of such rates at approximately 11:00 a.m., London
time, on the
related LIBOR Determination Date to prime banks in the London
interbank market
for a period of one month, commencing on the first day of such
Interest Accrual
Period and in an amount that is representative for a single such
transaction in
the relevant market at the relevant time. The Paying Agent shall
request the
principal London office of any four major reference banks in the
London
interbank market selected by the Paying Agent to provide a
quotation of such
rates, as offered by each such bank. If at least two such
quotations are
provided, the rate for that Interest Accrual Period shall be the
arithmetic mean
of the quotations. If fewer than two quotations are provided as
requested, the
rate for that Interest Accrual Period shall be the arithmetic mean
of the rates
quoted by major banks in New York City selected by the Paying
Agent, at
approximately 11:00 a.m., New York City time, on the LIBOR
Determination Date
with respect to such Mortgage Loan Accrual Period for loans in U.S.
Dollars to
leading European banks for a period equal to one month, commencing
on the LIBOR
Determination Date with respect to such Interest Accrual Period and
in an amount
that is representative for a single such transaction in the
relevant market at
the relevant time. The Paying Agent shall determine LIBOR for each
Interest
Accrual Period and the determination of LIBOR by Paying Agent shall
be binding
absent manifest error.
"LIBOR Business Day": Any day on which commercial banks are open
for
international business (including dealings in U.S. Dollar deposits)
in London,
England.
"LIBOR Determination Date": (i) With respect to the initial
Interest
Accrual Period, the date that is [two] LIBOR Business Days prior to
the Closing
Date, and (ii) with respect to each Interest Accrual Period
thereafter, the date
that is [two] LIBOR Business Days prior to the beginning of the
related Interest
Accrual Period.
"Liquidation Event": With respect to any Mortgage Loan, any of
the
following events: (i) such Mortgage Loan is paid in full; (ii) a
Final Recovery
Determination is made with respect to such Mortgage Loan; (iii)
such Mortgage
Loan is repurchased by the applicable Mortgage Loan Seller pursuant
to Section 6
of the related Mortgage Loan Purchase Agreement; (iv) such Mortgage
Loan is
purchased by the Controlling Class Option Holder or the Special
Servicer
pursuant to Section 3.18(b); (v) such Mortgage Loan is purchased by
the Special
Servicer, the Master Servicer, the Holders of the Controlling Class
or the
Holders of the Class LR Certificates pursuant to Section 9.01 or
acquired by the
Sole Certificateholder in exchange for its Certificates pursuant to
Section
9.01; (vi) such Mortgage Loan is purchased by (a) the applicable
Companion
Holder pursuant to or as contemplated by Section 3.18(d) or (b) a
mezzanine
lender pursuant to the related mezzanine intercreditor agreement.
With respect
to any REO Property (and the related REO Loan), any of the
following events: (i)
a Final Recovery Determination is made with respect to such REO
Property; (ii)
such REO Property is purchased by the Master Servicer, the Special
Servicer, the
Holders of the Controlling Class or the Holders of the Class LR
Certificates
pursuant to Section 9.01; or (iii) such REO Property is purchased
by (a) the
applicable Companion Holder pursuant to or as contemplated by
Section 3.18(d) or
(b) a mezzanine lender pursuant to the related mezzanine
intercreditor
agreement.
"Liquidation Expenses": All customary, reasonable and necessary
"out
of pocket" costs and expenses incurred by the Special Servicer in
connection
with a liquidation of any Specially Serviced Mortgage Loan or REO
Property
pursuant to Section 3.18 (including, without limitation, legal fees
and
expenses, committee or referee fees and, if applicable, brokerage
commissions
and conveyance taxes).
"Liquidation Fee": A fee payable to the Special Servicer with
respect to each Specially Serviced Mortgage Loan or REO Property as
to which the
Special Servicer receives (i) a full or discounted payoff (or an
unscheduled
partial payment to the extent such prepayment is required by the
Special
Servicer as a condition to a workout) with respect thereto from the
related
Mortgagor or (ii) any Liquidation Proceeds or Insurance and
Condemnation
Proceeds with respect to the related Mortgage Loan or REO Property
(in any case,
other than amounts for which a Workout Fee has been paid, or will
be payable),
equal to the product of the Liquidation Fee Rate and the proceeds
of such full
or discounted payoff or other partial payment or the Liquidation
Proceeds or
Insurance and Condemnation Proceeds (net of the related costs and
expenses
associated with the related liquidation) related to such liquidated
Specially
Serviced Mortgage Loan or REO Property, as the case may be;
provided, however,
that no Liquidation Fee shall be payable with respect to any event
described in
(1) clause (iii)(A) of the definition of "Liquidation Proceeds,"
(2) clause (iv)
of the definition of "Liquidation Proceeds" if such repurchase
occurs within the
time parameters set forth in this Agreement and in the related
Mortgage Loan
Purchase Agreement or (3) clause (v) and clause (vi) of the
definition of
"Liquidation Proceeds," as long as, with respect to a purchase
pursuant to
clause (vi)(b), the repurchase occurs within 60 days after such
option is
exercisable by the related mezzanine lender.
"Liquidation Fee Rate": A rate equal to [1.00]%.
"Liquidation Proceeds": Cash amounts received by or paid to the
Master Servicer or the Special Servicer in connection with: (i) the
liquidation
(including a payment in full) of a Mortgaged Property or other
collateral
constituting security for a Defaulted Mortgage Loan or Corrected
Mortgage Loan
through a 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) the purchase of a
Defaulted
Mortgage Loan by the Majority Controlling Class Certificateholder,
the Special
Servicer or the Master Servicer pursuant to Section 3.18(a) or (B)
any other
sale thereof pursuant to Section 3.18(c), Section 3.18(e) or
Section 3.18(f);
(iv) the repurchase of a Mortgage Loan by the applicable Mortgage
Loan Seller
pursuant to Section 6 of the related Mortgage Loan Purchase
Agreement; (v) the
purchase of a Mortgage Loan or REO Property by the Holders of the
Controlling
Class, the Special Servicer, the Master Servicer or the Holders of
the Class LR
Certificates pursuant to Section 9.01 or; (vi) the purchase of a
Mortgage Loan
or an REO Property by (A) the Companion Holder pursuant to Section
3.18(d) or
(B) any other mezzanine lender of the related Mortgage Loan or REO
Loan.
"Litigation Control": As defined in Section 3.33(a).
"Loan Group": Either Loan Group 1 or Loan Group 2.
"Loan Group 1": Collectively, all of the Mortgage Loans that
are
Group 1 Mortgage Loans and any successor REO Loans with respect
thereto.
"Loan Group 1 Available Distribution Amount": With respect to
any
Distribution Date, that portion, if any, of the Available
Distribution Amount
attributable to Loan Group 1.
"Loan Group 1 Principal Distribution Amount": With respect to
any
Distribution Date, an amount equal to the sum of (a) the Loan Group
1 Principal
Shortfall for such Distribution Date, (b) that portion, if any, of
the Scheduled
Principal Distribution Amount for such Distribution Date
attributable to Loan
Group 1 and (c) that portion, if any, of the Unscheduled Principal
Distribution
Amount for such Distribution Date attributable to Loan Group 1;
provided, that
the Loan Group 1 Principal Distribution Amount for any Distribution
Date shall
be reduced by the amount of any reimbursements of (i)
Nonrecoverable Advances
plus interest on such Nonrecoverable Advances that are paid or
reimbursed from
principal collections on the Group 1 Mortgage Loans in a period
during which
such principal collections would have otherwise been included in
the Loan Group
1 Principal Distribution Amount for such Distribution Date, (ii)
Workout-Delayed
Reimbursement Amounts that were paid or reimbursed from principal
collections on
the Group 1 Mortgage Loans in a period during which such principal
collections
would have otherwise been included in the Loan Group 1 Principal
Distribution
Amount for such Distribution Date and (iii) following the
reimbursements
provided for in clauses (i) and (ii) above, the excess, if any of
(A) the total
amount of Nonrecoverable Advances and Workout-Delayed Reimbursement
Amounts,
plus interest on such Nonrecoverable Advances and Workout-Delayed
Reimbursement
Amounts, that would have been paid or reimbursed from principal
collections on
the Group 2 Mortgage Loans as provided for in clauses (i) and (ii)
of the
definition of "Loan Group 2 Principal Distribution Amount" had the
Loan Group 2
Principal Distribution Amount been sufficient to make such
reimbursements in
full, over (B) the Loan Group 2 Principal Distribution Amount
(prior to giving
effect to clauses (i), (ii) and (iii) of the definition of "Loan
Group 2
Principal Distribution Amount") for that Distribution Date
(provided, further,
(I) that, with respect to the amounts identified in clauses (i) and
(ii) above,
if any of such amounts reimbursed from principal collections on the
Group 1
Mortgage Loans are subsequently recovered on the related Mortgage
Loan, subject
to the application of any recovery to increase the Loan Group 2
Principal
Distribution Amount as required under clause (II) of the definition
of "Loan
Group 2 Principal Distribution Amount", such recovery will be
applied to
increase the Loan Group 1 Principal Distribution Amount for the
Distribution
Date related to the period in which such recovery occurs; and (II)
that in the
case of clause (iii) above, if any of such amounts reimbursed from
principal
collections on the Loan Group 2 Mortgage Loans are subsequently
recovered on the
related Mortgage Loan, such recovery will first be applied to
increase the Loan
Group 1 Principal Distribution Amount up to such amounts and then
to increase
the Loan Group 2 Principal Distribution Amount).
"Loan Group 1 Principal Shortfall": With respect to any
Distribution
Date, the amount, if any, by which (1) the lesser of (a) the Loan
Group 1
Principal Distribution Amount for the prior Distribution Date and
(b) the
Certificate Balance of the Class A-1, Class A-2, Class A-3, Class
A-4 and Class
A-SB Certificates and the Class A-2FL Regular Interest, exceeds (2)
the
aggregate amount distributed in respect of principal on the Class
A-1, Class
A-2, Class A-3, Class A-4 and Class A-SB Certificates and the Class
A-2FL
Regular Interest on the prior Distribution Date. There will be no
Loan Group 1
Principal Shortfall on the first Distribution Date.
"Loan Group 2": Collectively, all of the Mortgage Loans that
are
Group 2 Mortgage Loans and any successor REO Loans with respect
thereto.
"Loan Group 2 Available Distribution Amount": With respect to
any
Distribution Date, that portion, if any, of the Available
Distribution Amount
attributable to Loan Group 2.
"Loan Group 2 Principal Distribution Amount": With respect to
any
Distribution Date, an amount equal to the sum of (a) the Loan Group
2 Principal
Shortfall for such Distribution Date, (b) that portion, if any, of
the Scheduled
Principal Distribution Amount for such Distribution Date
attributable to Loan
Group 2 and (c) that portion, if any, of the Unscheduled Principal
Distribution
Amount for such Distribution Date attributable to Loan Group 2;
provided, that
the Loan Group 2 Principal Distribution Amount for any Distribution
Date shall
be reduced by the amount of any reimbursements of (i)
Nonrecoverable Advances
plus interest on such Nonrecoverable Advances that are paid or
reimbursed from
principal collections on the Group 2 Mortgage Loans in a period
during which
such principal collections would have otherwise been included in
the Loan Group
2 Principal Distribution Amount for such Distribution Date, (ii)
Workout-Delayed
Reimbursement Amounts that were paid or reimbursed from principal
collections on
the Group 2 Mortgage Loans in a period during which such principal
collections
would have otherwise been included in the Loan Group 2 Principal
Distribution
Amount for such Distribution Date and (iii) following the
reimbursements
provided for in clauses (i) and (ii) above, the excess, if any of
(A) the total
amount of Nonrecoverable Advances and Workout-Delayed Reimbursement
Amounts,
plus interest on such Nonrecoverable Advances and Workout-Delayed
Reimbursement
Amounts, that would have been paid or reimbursed from principal
collections on
the Group 1 Mortgage Loans as provided for in clauses (i) and (ii)
of the
definition of "Loan Group 1 Principal Distribution Amount" had the
Loan Group 1
Principal Distribution Amount been sufficient to make such
reimbursements in
full, over (B) the Loan Group 1 Principal Distribution Amount
(prior to giving
effect to clauses (i), (ii) and (iii) of the definition of "Loan
Group 1
Principal Distribution Amount") for that Distribution Date
(provided, further,
(I) that, with respect to the amounts identified in clauses (i),
(ii) and (iii)
above, if any of such amounts reimbursed from principal collections
on the Group
2 Mortgage Loans are subsequently recovered on the related Mortgage
Loan,
subject to the application of any recovery to increase the Loan
Group 1
Principal Distribution Amount as required under clause (II) of the
definition of
"Loan Group 1 Principal Distribution Amount", such recovery will be
applied to
increase the Loan Group 2 Principal Distribution Amount for the
Distribution
Date related to the period in which such recovery occurs; and (II)
that in the
case of clause (iii) above, if any of such amounts reimbursed from
principal
collections on the Loan Group 1 Mortgage Loans are subsequently
recovered on the
related Mortgage Loan, such recovery will first be applied to
increase the Loan
Group 2 Principal Distribution Amount up to such amounts and then
to increase
the Loan Group 1 Principal Distribution Amount).
"Loan Group 2 Principal Shortfall": With respect to any
Distribution
Date, the amount, if any, by which (1) the lesser of (a) the Loan
Group 2
Principal Distribution Amount for the prior Distribution Date and
(b) the
Certificate Balance of the Class A-1A Certificates, exceeds (2) the
aggregate
amount distributed in respect of principal on the Class A-1A
Certificates on the
prior Distribution Date. There will be no Loan Group 2 Principal
Shortfall on
the first Distribution Date.
"Loan Pair": Collectively, a Companion Loan and the related AB
Mortgage Loan.
"Lower-Tier Distribution Account": The segregated account,
accounts
or sub-accounts created and maintained by the Paying Agent pursuant
to Section
3.04(b) in trust for the Certificateholders, which shall be
entitled
"[________], as Paying Agent, in trust for the registered Holders
of J.P. Morgan
Chase Commercial Mortgage Securities Corp., Commercial Mortgage
Pass-Through
Certificates, Series [________], Lower-Tier Distribution Account."
Any such
account, accounts or sub-accounts shall be an Eligible Account.
"Lower-Tier Distribution Amount": As defined in Section
4.01(b).
"Lower-Tier Principal Amount": With respect to any Class of
Uncertificated Lower-Tier Interests, (i) on or prior to the first
Distribution
Date, an amount equal to the Original Lower-Tier Principal Amount
of such Class
as specified in the Preliminary Statement hereto, and (ii) as of
any date of
determination after the first Distribution Date, an amount equal to
the
Certificate Balance of the Class of Related Certificates on the
Distribution
Date immediately prior to such date of determination (determined as
adjusted
pursuant to Section 1.02(iii), and in the case of the Class Class
LA-1-1, Class
LA-1-2, Class LA-1-3, Class LA-1-4, Class LA-1A-1, Class LA-1A-2,
Class LA-1A-3,
Class LA-1A-4, Class LA-1A-5, Class LA-1A-6, Class LA-1A-7, Class
LA-1A-8, Class
LA-1A-9, Class LA-1A-10, Class LA-1A-11, Class LA-1A-12, Class
LA-1A-13, Class
LA-1A-14, Class LA-1A-15, Class LA-2-1, Class LA-2-2, Class LA-2-3,
Class
LA-2-4, Class LA-2-5, Class LA-2-6, Class LA-2FL-1, Class LA-2FL-2,
Class
LA-2FL-3, Class LA-2FL-4, Class LA-2FL-5, Class LA-2FL-6, Class
LA-3-1, Class
LA-3-2, Class LA-4-1, Class LA-4-2, Class LA-4-3, Class LA-4-4,
Class LA-4-5,
Class LA-4-6, Class LA-SB-1, Class LA-SB-2, Class LA-SB-3, Class
LA-SB-4, Class
LA-SB-5, Class LA-SB-6, Class LD-1, Class LD-2, Class LD-3, Class
LE-1, Class
LE-2, Class LE-3, Class LF-1, Class LF-2, Class LF-3, Class LG-1,
Class LG-2,
Class LH-1, Class LH-2, Class LH-3, Class LJ, Class LK-1 and Class
LK-2
Uncertificated Interests, as set forth in Section 4.01(b)).
"Lower-Tier REMIC": One of two separate REMICs comprising a
portion
of the Trust Fund, the assets of which consist of the Mortgage
Loans (exclusive
of Excess Interest), any REO Property with respect thereto (or an
allocable
portion thereof, in the case of the AB Mortgage Loans), such
amounts as shall
from time to time be held in the Certificate Account (other than
with respect to
the Companion Loans), the REO Account, if any, the Interest Reserve
Account, the
Gain-on-Sale Reserve Account and the Lower-Tier Distribution
Account, and all
other property included in the Trust Fund that is not in the
Upper-Tier REMIC or
the Grantor Trust.
"LTV Ratio": With respect to any Mortgage Loan, as of any date
of
determination, a fraction, expressed as a percentage, the numerator
of which is
the scheduled principal balance of such Mortgage Loan as of such
date (assuming
no defaults or prepayments on such Mortgage Loan prior to that
date), and the
denominator of which is the appraised value of the related
Mortgaged Property.
"MAI": Member of the Appraisal Institute.
"Majority Controlling Class Certificateholder": As of any date,
the
Controlling Class Certificateholder owning a majority of the
Percentage
Interests in the Controlling Class.
"Master Servicer": [____________________], and its successors
in
interest and assigns, or any successor Master Servicer appointed as
allowed
herein.
"Maturity Date": With respect to any Mortgage Loan or Companion
Loan
as of any date of determination, the date on which the last payment
of principal
is due and payable under the related Mortgage Note, after taking
into account
all Principal Prepayments received prior to such date of
determination, but
without giving effect to (i) any acceleration of the principal of
such Mortgage
Loan or Companion Loan by reason of default thereunder or (ii) any
grace period
permitted by the related Mortgage Note.
"Monthly Payment": With respect to any Mortgage Loan or
Companion
Loan, the scheduled monthly payment of principal and/or interest
(other than
Excess Interest) on such Mortgage Loan or Companion Loan, including
any Balloon
Payment, which is payable (as the terms of the applicable Mortgage
Loan or
Companion Loan may be changed or modified in connection with a
bankruptcy or
similar proceedings involving the related Mortgagor or by reason of
a
modification, extension, waiver or amendment granted or agreed to
pursuant to
the terms hereof) by a Mortgagor from time to time under the
related Mortgage
Note and applicable law, without regard to any acceleration of
principal of such
Mortgage Loan or Companion Loan by reason of default thereunder and
without
respect to any Excess Interest.
"Moody's": Moody's Investors Service, Inc. If neither Moody's
nor
any successor remains in existence, "Moody's" shall be deemed to
refer to such
other nationally recognized statistical rating agency or other
comparable Person
designated by the Depositor, notice of which designation shall be
given to the
Trustee, the Paying Agent, the Master Servicer and the Special
Servicer, and
specific ratings of Moody's herein referenced shall be deemed to
refer to the
equivalent ratings of the party so designated.
"Mortgage": With respect to any Mortgage Loan and Companion
Loan,
the mortgage, deed of trust or other instrument securing a Mortgage
Note and
creating a lien on the fee and/or leasehold interest in the related
Mortgaged
Property.
"Mortgage Deferred Interest": With respect to any Mortgage Loan
as
of any Due Date that has been modified to reduce the rate at which
interest is
paid currently below the Mortgage Rate and capitalize the amount of
such
interest reduction, the excess, if any, of (a) interest accrued on
the Stated
Principal Balance thereof during the one-month interest accrual
period set forth
in the related Mortgage Note at the related Mortgage Rate over (b)
the interest
portion of the related Monthly Payment, as so modified or reduced,
or, if
applicable, Assumed Scheduled Payment due on such Due Date.
"Mortgage File": With respect to each Mortgage Loan and
Companion
Loan, if applicable, but subject to Section 2.01, collectively the
following
documents:
(i) the original executed Mortgage Note bearing, or
accompanied by, all prior and intervening endorsements,
assignments
or allonges showing a complete chain of endorsement or
assignment
from the originator of the Mortgage Loan to the most recent
endorsee, and further endorsed (at the direction of the
Depositor
given pursuant to the applicable Mortgage Loan Purchase
Agreement),
on its face or by allonge attached thereto, without recourse,
representation or warranty, express or implied to the order of
the
Trustee in the following form: "Pay to the order of [________],
as
trustee for the registered holders of J.P. Morgan Chase
Commercial
Mortgage Securities Corp., [________]"; or in blank provided
that
the requirements of this clause (i) will be satisfied by delivery
of
a signed lost note affidavit and indemnity properly assigned or
endorsed to the Trustee as described above, with a copy of the
Mortgage Note attached to it;
(ii) the
original Mortgage (or a certified or other copy
thereof from the applicable recording office) and originals (or
certified or other copies from the applicable recording office)
of
any intervening assignments thereof showing a complete chain of
assignment from the originator of the Mortgage Loan to the most
recent mortgagee of record, in each case with evidence of
recording
indicated thereon (except for recording information not yet
available if the Mortgage or an assignment thereof has not been
returned from the applicable recording office);
(iii) an original assignment of the Mortgage, in complete and
recordable form (except for recording information not yet
available
if the instrument being assigned has not been returned from the
applicable recording office), executed by the most recent
assignee
of record thereof prior to the Trustee, or if none, by the
originator to "[________], as trustee for the registered holders
of
J.P. Morgan Chase Commercial Mortgage Securities Corp.,
Commercial
Mortgage Pass-Through Certificates, Series [________]";
(iv) an original or copy of any related Assignment of Leases
(if such item is a document separate from the Mortgage) and the
originals or copies of any intervening assignments thereof showing
a
complete chain of assignment from the originator of the
Mortgage
Loan to the most recent assignee of record, in each case with
evidence of recording thereon (except for recording information
not
yet available if the Mortgage or an assignment thereof has not
been
returned from the applicable recording office);
(v) an original assignment of any related Assignment of Leases
(if such item is a document separate from the Mortgage and to
the
extent not already assigned pursuant to preceding clause (iii)),
in
recordable form (except for recording information not yet
available
if the instrument being assigned has not been returned from the
applicable recording office), executed by the applicable assignee
of
record to "[________], as trustee for the registered holders of
J.P.
Morgan Chase Commercial Mortgage Securities Corp., Commercial
Mortgage Pass-Through Certificates, Series [________]";
(vi) an original or copy of any related Security Agreement (if
such item is a document separate from the Mortgage) and the
originals or copies of any intervening assignments thereof showing
a
complete chain of assignment from the originator of the
Mortgage
Loan to the applicable Mortgage Loan Seller;
(vii) an original assignment of any related Security Agreement
(if such item is a document separate from the Mortgage), in
complete
form (except for recording information not yet available if the
instrument being assigned has not been returned from the
applicable
recording office), executed by the applicable Mortgage Loan
Seller
to "[________], as trustee for the registered holders of J.P.
Morgan
Chase Commercial Mortgage Securities Corp., Commercial Mortgage
Pass-Through Certificates, Series [________]";
(viii) originals or copies of all consolidation, assumption,
modification, written assurance and substitution agreements,
with
evidence of recording thereon, where appropriate, in those
instances
where the terms or provisions of the Mortgage, Mortgage Note or
any
related security document have been consolidated or modified or
the
Mortgage Loan has been assumed;
(ix) the original lender's title insurance policy or a copy
thereof, together with all endorsements or riders that were
issued
with or subsequent to the issuance of such policy, insuring the
priority of the Mortgage as a first lien on the Mortgagor's fee
or
leasehold interest in the Mortgaged Property, or if the policy
has
not yet been issued, an original or copy of a "marked-up"
written
commitment (marked as binding and in all cases countersigned by
the
title insurer or its authorized agent) or the pro forma or
specimen
title insurance policy (accepted or approved in writing by the
title
insurer or its authorized agent) or an agreement to provide the
same
pursuant to lender's escrow trust instructions executed by an
authorized representative of the title insurance company,
provided
the policy is issued within twelve (12) months from the Closing
Date, in connection with the related Mortgage Loan;
(x) the original or copy of any guaranty of the obligations of
the Mortgagor under the Mortgage Loan and any intervening
assignments;
(xi) all UCC Financing Statements, assignments and
continuation statements or copies thereof, as filed or recorded,
or
in form that is complete and suitable for filing or recording,
as
appropriate, or other evidence of filing or recording sufficient
to
perfect (and maintain the perfection of) the security interest
held
by the originator of the Mortgage Loan (and each assignee of
record
prior to the Trustee) in and to the personalty of the Mortgagor
at
the Mortgaged Property (in each case with evidence of filing or
recording thereon, with the exception of filing or recording
information not yet available because the UCC Financing
Statement,
assignment or continuation statement, as the case may be, has
not
yet been returned from the applicable filing or recording
office),
and to transfer such security interest to the Trustee;
(xii) the original power of attorney or a copy thereof (with
evidence of recording thereon) granted by the Mortgagor if the
Mortgage, Mortgage Note or other document or instrument referred
to
above was not signed by the Mortgagor;
(xiii) with respect to any Mortgage Loans with Additional
Debt, a co-lender agreement, a subordination agreement or other
intercreditor agreement, pursuant to which such Additional Debt
will
be subordinated to such Mortgage Loan as set forth in such
intercreditor agreement;
(xiv) any additional documents required to be added to the
Mortgage File pursuant to this Agreement;
(xv) with respect to any Mortgage Loan secured by a ground
lease, the related ground lease or a certified copy thereof and
any
related ground lessor estoppels;
(xvi) a copy of any letter of credit securing such Mortgage
Loan and, within thirty (30) days of the Closing Date or such
earlier date as required by the issuer of the letter of credit,
a
copy of the appropriate transfer or assignment documents (which
may
be in the form of an amendment) for such letter of credit;
(xvii) a copy of any Environmental Indemnity Agreement,
together with a copy of any environmental insurance policy;
(xviii) a copy of any loan agreement(s);
(xix) a copy of any escrow agreement(s);
(xx) a copy of any property management agreement(s);
(xxi) a copy of any franchise agreements and comfort letters
related thereto;
(xxii) a copy of any lock-box or cash management agreement(s);
(xxiii) a list related to such Mortgage Loan indicating the
related Mortgage Loan documents included in the related
Mortgage
File (the "Mortgage Loan Checklist");
(xxiv) a copy of all environmental reports that were received
by the applicable Mortgage Loan Seller relating to the relevant
Mortgaged Property; and
(xxv) with respect to each Mortgage Loan that has one or more
Companion Loan(s), the related Intercreditor Agreement and a copy
of
each Mortgage Note relating to such Companion Loan(s), rather
than
the original;
provided, however, that (a) whenever the term "Mortgage File" is
used to refer
to documents held by the Trustee, or a Custodian appointed thereby,
such term
shall not be deemed to include such documents and instruments
required to be
included therein unless they are actually received by the Trustee
or a Custodian
appointed thereby, (b) if there exists with respect to any Crossed
Group only
one original or certified copy of any document referred to in the
definition of
"Mortgage File" covering all of the Mortgage Loans in such Crossed
Group, then
the inclusion of such original or certified copy in the Mortgage
File for any of
the Mortgage Loans constituting such Crossed Group shall be deemed
the inclusion
of such original or certified copy in the Mortgage File for each
such Mortgage
Loan, (c) to the extent that this Agreement refers to a "Mortgage
File" for any
Companion Loan, such "Mortgage File" shall be construed to mean the
Mortgage
File for the related Mortgage Loan (except that references to the
Mortgage Note
otherwise described above shall be construed to instead refer to a
photocopy of
such Mortgage Note) and (d) the execution and/or recordation of any
assignment
of Mortgage, any separate assignment of Assignment of Leases and
any assignment
of any UCC Financing Statement in the name of the Trustee shall not
be construed
to limit the beneficial interest of the related Companion Holder(s)
in such
instrument and the benefits intended to be provided to them by such
instrument,
it being acknowledged that (i) the Trustee shall hold such record
title for the
benefit of the Trust as the holder of the related Mortgage Loan and
the related
Companion Holder(s) collectively and (ii) any efforts undertaken by
the Trustee,
the Master Servicer, or the Special Servicer on its behalf to
enforce or obtain
the benefits of such instrument shall be construed to be so
undertaken by
Trustee, the Master Servicer or the Special Servicer for the
benefit of the
Trust as the holder of the applicable Mortgage Loan and the related
Companion
Holder(s) collectively.
"Mortgage Loan": Each of the mortgage loans transferred and
assigned
to the Trustee pursuant to Section 2.01 and from time to time held
in the Trust
Fund. As used herein, the term "Mortgage Loan" includes the related
Mortgage
Note, Mortgage and other documents contained in the related
Mortgage File and
any related agreements. As used in this Agreement, the term
"Mortgage Loan" does
not include any Companion Loan.
"Mortgage Loan Checklist": As defined in the definition of
"Mortgage
File."
"Mortgage Loan Purchase Agreement": Each of the agreements
between
the Depositor and each Mortgage Loan Seller, relating to the
transfer of all of
such Mortgage Loan Seller's right, title and interest in and to the
related
Mortgage Loans.
"Mortgage Loan Schedule": The list of Mortgage Loans transferred
on
the Closing Date to the Trustee as part of the Trust Fund, attached
hereto as
Exhibit B, which list sets forth the following information with
respect to each
Mortgage Loan:
(i) the loan identification number and loan servicing number
(as specified in Annex A-1 to the Prospectus);
(ii) the Mortgagor's name;
(iii) the street address (including city, county, state and
zip code) and name of the related Mortgaged Property;
(iv) the Mortgage Rate in effect at origination;
(v) the Net Mortgage Rate in effect at the Cut-off Date;
(vi) the original principal balance;
(vii) the Cut-off Date Principal Balance;
(viii) the (a) original term to stated maturity, (b) remaining
term to stated maturity and (c) Maturity Date;
(ix) the original and remaining amortization terms;
(x) the amount of the Monthly Payment due on the first Due
Date following
the Cut-off Date;
(xi) the applicable Servicing Fee Rate;
(xii) whether the Mortgage Loan is a 30/360 Mortgage Loan or
an Actual/360 Mortgage Loan;
(xiii) the Anticipated Repayment Date, if applicable;
(xiv) the Revised Rate of such Mortgage Loan, if any;
(xv) whether such Mortgage Loan is secured by the related
Mortgagor's interest in a ground lease;
(xvi) identifying any Mortgage Loans with which such Mortgage
Loan is cross-defaulted or cross-collateralized;
(xvii) the originator of such Mortgage Loan and the Mortgage
Loan Seller;
(xviii) whether such Mortgage Loan has a guarantor;
(xix) whether such Mortgage Loan is secured by a letter of
credit;
(xx) amount of any reserve or escrowed funds that were
deposited at origination and any ongoing periodic deposit
requirements;
(xxi) number of grace days;
(xxii) whether a cash management agreement or lock-box
agreement is in place;
(xxiii) the general property type of the related Mortgaged
Property;
(xxiv) whether the Mortgage Loan permits defeasance;
(xxv) the interest accrual period;
(xxvi) the applicable Loan Group to which the Mortgage Loan
belongs; and
(xxvii) the number of units, pads or square feet with respect
to each Mortgaged Property.
Such Mortgage Loan Schedule shall also set forth the aggregate
of
the amounts described under clause (vii) above for all of the
Mortgage Loans.
Such list may be in the form of more than one list, collectively
setting forth
all of the information required.
"Mortgage Loan Seller": Each of: (1) [________], a [________],
or
its successor in interest and (2) [________], a [________]
[________], or its
successor in interest.
"Mortgage Note": The original executed note evidencing the
indebtedness of a Mortgagor under a Mortgage Loan or Companion
Loan, together
with any rider, addendum or amendment thereto.
"Mortgage Rate": With respect to: (i) any Mortgage Loan or
Companion
Loan on or prior to its Maturity Date, the annual rate at which
interest is
scheduled (in the absence of a default) to accrue on such Mortgage
Loan or
Companion Loan from time to time in accordance with the related
Mortgage Note
and applicable law, exclusive of the Excess Rate; or (ii) any
Mortgage Loan or
Companion Loan after its Maturity Date, the annual rate described
in clause (i)
above determined without regard to the passage of such Maturity
Date.
"Mortgaged Property": The real property subject to the lien of
a
Mortgage.
"Mortgagor": The obligor or obligors on a Mortgage Note,
including
without limitation, any Person that has acquired the related
Mortgaged Property
and assumed the obligations of the original obligor under the
Mortgage Note.
"Net Aggregate Prepayment Interest Shortfall": With respect to
any
Distribution Date, the amount, if any, by which (a) the aggregate
of all
Prepayment Interest Shortfalls incurred in connection with the
receipt of
Principal Prepayments on the Mortgage Loans during the related Due
Period,
exceeds (b) the aggregate amount deposited by the Master Servicer
in the
Certificate Account for such Distribution Date pursuant to Section
3.19 in
connection with such Prepayment Interest Shortfalls.
"Net Investment Earnings": With respect to the Certificate
Account,
the Servicing Accounts or the REO Account for any period from any
Distribution
Date to the immediately succeeding P&I Advance Date, the
amount, if any, by
which the aggregate of all interest and other income realized
during such period
on funds relating to the Trust Fund held in such account, exceeds
the aggregate
of all losses, if any, incurred during such period in connection
with the
investment of such funds in accordance with Section 3.06.
"Net Investment Loss": With respect to the Certificate Account,
the
Servicing Accounts or the REO Account for any period from any
Distribution Date
to the immediately succeeding P&I Advance Date, the amount by
which the
aggregate of all losses, if any, incurred during such period in
connection with
the investment of funds relating to the Trust Fund held in such
account in
accordance with Section 3.06, exceeds the aggregate of all interest
and other
income realized during such period on such funds.
"Net Mortgage Rate": With respect to any Mortgage Loan or REO
Loan
as of any date of determination, a rate per annum equal to the
related Mortgage
Rate then in effect, minus the Administrative Cost Rate; provided,
that for
purposes of calculating Pass-Through Rates, the Net Mortgage Rate
for any
Mortgage Loan will be determined without regard to any
modification, waiver or
amendment of the terms of such Mortgage Loan, whether agreed to by
the Master
Servicer or the Special Servicer or resulting from a bankruptcy,
insolvency or
similar proceeding involving the Mortgagor; provided, further, that
if any
Mortgage Loan does not accrue interest on the basis of a 360-day
year consisting
of twelve 30-day months, then, solely for purposes of calculating
Pass-Through
Rates, the Net Mortgage Rate of such Mortgage Loan for any
one-month period
preceding a related Due Date will be the annualized rate at which
interest would
have to accrue in respect of such Mortgage Loan on the basis of a
360-day year
consisting of twelve 30-day months in order to produce the
aggregate amount of
interest actually accrued (exclusive of Default Interest or Excess
Interest) in
respect of such Mortgage Loan during such one-month period at the
related Net
Mortgage Rate; provided, further, that, with respect to each
Interest Reserve
Loan, the Net Mortgage Rate for the one month period (A) preceding
the Due Dates
that occur in January and February in any year which is not a leap
year or
preceding the Due Date that occurs in February in any year which is
a leap year,
and (B) preceding the Due Date in [________], will be the per annum
rate stated
in the related Mortgage Note less the related Administrative Cost
Rate. With
respect to any REO Loan, the Net Mortgage Rate shall be calculated
as described
above, determined as if the predecessor Mortgage Loan had remained
outstanding.
"Net Operating Income": With respect to any Mortgaged Property,
for
any Mortgagor's fiscal year end, Net Operating Income will be
calculated in
accordance with the standard definition of "Net Operating Income"
approved from
time to time endorsed and put forth by the CMSA.
"New Lease": Any lease of REO Property entered into at the
direction
of the Special Servicer on behalf of the Trust, including any lease
renewed,
modified or extended on behalf of the Trust, if the Trust has the
right to
renegotiate the terms of such lease.
"Non-Registered Certificate": Unless and until registered under
the
Securities Act, any Class X-1, Class A-1A, Class E, Class F, Class
G, Class H,
Class J, Class K, Class L, Class M, Class N, Class P, Class NR,
Class S, Class R
or Class LR Certificate.
"Non-Specially Serviced Mortgage Loan": Any Mortgage Loan or
Companion Loan that is not a Specially Serviced Mortgage Loan.
"Non-Serviced Mortgage Loan": As defined in Section [_].
"Non-Serviced Mortgage Loan Master Servicer": As defined in
Section
[_].
"Non-Serviced Mortgage Loan Paying Agent": As defined in
Section
[_].
"Non-Serviced Mortgage Loan Pooling and Servicing Agreement":
As
defined in Section [_].
"Non-Serviced Mortgage Loan Special Servicer": As defined in
Section
[_].
"Non-Serviced Mortgage Loan Trustee": As defined in Section
[_].
"Non-U.S. Person": Any person other than a U.S. Person, unless,
with
respect to the Transfer of a Residual Certificate, (i) such person
holds such
Residual Certificate in connection with the conduct of a trade or
business
within the United States and furnishes the Transferor and the
Certificate
Registrar with an effective Internal Revenue Service Form W-8ECI
(or successor
form) or (ii) the Transferee delivers to both the Transferor and
the Certificate
Registrar an opinion of a nationally recognized tax counsel to the
effect that
such Transfer is in accordance with the requirements of the Code
and the
regulations promulgated thereunder and that such Transfer of the
Residual
Certificate will not be disregarded for federal income tax
purposes. A Person
shall be treated as a Non-U.S. Person, (A) notwithstanding clause
(i) of the
preceding sentence, if it is a partnership (including any entity
treated as a
partnership for U.S. federal income tax purposes) any interest in
which is
owned, directly or indirectly, through one more partnerships,
trusts or other
pass-through entities by a Non-U.S. Person or (B) if such Person is
a U.S.
Person with respect to whom income from a Residual Certificate is
attributable
to a foreign permanent establishment of fixed base, within the
meaning of an
applicable income treaty, of such Person or any other U.S.
Person.
"Nonrecoverable Advance": Any Nonrecoverable P&I Advance or
Nonrecoverable Servicing Advance.
"Nonrecoverable P&I Advance": Any P&I Advance previously
made or
proposed to be made in respect of a Mortgage Loan or REO Loan
which, in the
reasonable judgment of the Master Servicer or the Trustee, as
applicable, will
not be ultimately recoverable, together with any accrued and unpaid
interest
thereon at the Reimbursement Rate, from Late Collections or any
other recovery
on or in respect of such Mortgage Loan or REO Loan; provided,
however, that the
Special Servicer may, at its option, in consultation with the
Directing
Certificateholder, make a determination in accordance with the
Servicing
Standards, that any P&I Advance previously made or proposed to
be made is a
Nonrecoverable P&I Advance and shall deliver to the Master
Servicer or the
Trustee notice of such determination. Any such determination shall
be conclusive
and binding on the Master Servicer and the Trustee, provided,
however, the
Special Servicer shall have no such option to make an affirmative
determination
that any P&I Advance is or would be recoverable and in the
absence of a
determination by the Special Servicer that such Advance is or will
be a
Non-Recoverable Advance, such decision shall remain with the Master
Servicer or
Trustee, as applicable. In making such recoverability
determination, the Master
Servicer, Special Servicer or Trustee, as applicable, will be
entitled to
consider (among other things) only the obligations of the Mortgagor
under the
terms of the related Mortgage Loan as it may have been modified, to
consider
(among other things) the related Mortgaged Properties in their "as
is" or then
current conditions and occupancies, as modified by such party's
assumptions
(consistent with the Servicing Standards in the case of the Master
Servicer and
the Special Servicer or in its good faith business judgment in the
case of the
Trustee) regarding the possibility and effects of future adverse
change with
respect to such Mortgaged Properties, to estimate and consider
(among other
things) future expenses and to estimate and consider (consistent
with the
Servicing Standards in the case of the Master Servicer and the
Special Servicer
or in its good faith business judgment in the case of the Trustee)
(among other
things) the timing of recoveries. In addition, any Person, in
considering
whether a P&I Advance is a Nonrecoverable Advance, will be
entitled to give due
regard to the existence of any outstanding Nonrecoverable Advance
or Workout
Delayed Reimbursement Amount with respect to other Mortgage Loans
which, at the
time of such consideration, the reimbursement of which is being
deferred or
delayed by the Master Servicer or the Trustee because there is
insufficient
principal available for such reimbursement, in light of the fact
that proceeds
on the related Mortgage Loan are a source of reimbursement not only
for the P&I
Advance under consideration, but also as a potential source of
reimbursement of
such Nonrecoverable Advance or Workout-Delayed Reimbursement
Amounts which are
or may be being deferred or delayed. In addition, any such Person
may update or
change its recoverability determinations at any time (but not
reverse any other
Person's determination that an Advance is a Nonrecoverable Advance)
and,
consistent with the Servicing Standards in the case of the Master
Servicer or in
its good faith business judgment in the case of the Trustee, may
obtain,
promptly upon request, from the Special Servicer any reasonably
required
analysis, Appraisals or market value estimates or other information
in the
Special Servicer's possession for making a recoverability
determination. Absent
bad faith, the Master Servicer's, Special Servicer's or the
Trustee's
determination as to the recoverability of any P&I Advance shall
be conclusive
and binding on the Certificateholders. The determination by the
Master Servicer
or the Special Servicer or the Trustee, as applicable, that it has
made a
Nonrecoverable P&I Advance or that any proposed P&I
Advance, if made, would
constitute a Nonrecoverable P&I Advance, or any updated or
changed
recoverability determination, shall be evidenced by an Officer's
Certificate
delivered by either the Special Servicer or the Master Servicer to
the other and
to the Trustee, the Paying Agent, the Directing Certificateholder,
the
Depositor, or by the Trustee to the Depositor, the Master Servicer,
the Special
Servicer, the Paying Agent and the Directing Certificateholder. The
Officer's
Certificate shall set forth such determination of nonrecoverability
and the
considerations of the Master Servicer, the Special Servicer or the
Trustee, as
applicable, forming the basis of such determination (which shall be
accompanied
by, to the extent available, income and expense statements, rent
rolls,
occupancy status, property inspections and any other information
used by the
Master Servicer, the Special Servicer or the Trustee, as
applicable, to make
such determination and shall include any existing Appraisal of the
related
Mortgage Loan or Mortgaged Property). The Trustee shall be entitled
to
conclusively rely on the Master Servicer's or Special Servicer's
determination
that a P&I Advance is or would be nonrecoverable, and the
Master Servicer shall
be entitled to conclusively rely on the Special Servicer's
determination that a
P&I Advance is or would be nonrecoverable. In the case of a
cross-collateralized
Mortgage Loan, such recoverability determination shall take into
account the
cross-collateralization of the related cross-collateralized
Mortgage Loan.
"Nonrecoverable Servicing Advance": Any Servicing Advance
previously
made or proposed to be made in respect of a Mortgage Loan or REO
Property which,
in the reasonable judgment of the Master Servicer, the Special
Servicer or the
Trustee, as the case may be, will not be ultimately recoverable,
together with
any accrued and unpaid interest thereon, at the Reimbursement Rate,
from Late
Collections or any other recovery on or in respect of such Mortgage
Loan or REO
Property. In making such recoverability determination, such Person
will be
entitled to consider (among other things) only the obligations of
the Mortgagor
under the terms of the related Mortgage Loan as it may have been
modified, to
consider (among other things) the related Mortgaged Properties in
their "as is"
or then current conditions and occupancies, as modified by such
party's
assumptions (consistent with the Servicing Standards in the case of
the Master
Servicer or the Special Servicer or in its good faith business
judgment in the
case of the Trustee) regarding the possibility and effects of
future adverse
change with respect to such Mortgaged Properties, to estimate and
consider
(consistent with the Servicing Standards in the case of the Master
Servicer or
the Special Servicer or in its good faith business judgment in the
case of the
Trustee) (among other things) future expenses and to estimate and
consider
(among other things) the timing of recoveries. In addition, any
Person, in
considering whether a Servicing Advance is a Nonrecoverable
Servicing Advance,
will be entitled to give due regard to the existence of any
Nonrecoverable
Advance or Workout Delayed Reimbursement Amounts with respect to
other Mortgage
Loans which, at the time of such consideration, the recovery of
which are being
deferred or delayed by the Master Servicer, in light of the fact
that proceeds
on the related Mortgage Loan are a source of recovery not only for
the Servicing
Advance under consideration, but also as a potential source of
recovery of such
Nonrecoverable Advance or Workout Delayed Reimbursement Amounts
which are or may
be being deferred or delayed. In addition, any such Person may
update or change
its recoverability determinations at any time (but not reverse any
other
Person's determination that an Advance is a Nonrecoverable Advance)
and,
consistent with the Servicing Standards, in the case of the Master
Servicer, may
obtain, promptly upon request, from the Special Servicer any
reasonably required
analysis, Appraisals or market value estimates or other information
in the
Special Servicer's possession for making a recoverability
determination. The
determination by the Master Servicer, the Special Servicer or the
Trustee, as
the case may be, that it has made a Nonrecoverable Servicing
Advance or that any
proposed Servicing Advance, if made, would constitute a
Nonrecoverable Servicing
Advance, or any updated or changed recoverability determination,
shall be
evidenced by an Officer's Certificate delivered by either of the
Special
Servicer or Master Servicer to the other and to the Trustee, the
Paying Agent,
the Directing Certificateholder, and the Depositor, or by the
Trustee to the
Depositor, the Master Servicer, the Special Servicer, the Paying
Agent and the
Directing Certificateholder; provided, however, that the Special
Servicer may,
at its option, in consultation with the Directing
Certificateholder, make a
determination in accordance with the Servicing Standards, that any
Servicing
Advance previously made or proposed to be made is a Nonrecoverable
Servicing
Advance and shall deliver to the Master Servicer and the Trustee
notice of such
determination. Any such determination shall be conclusive and
binding on the
Master Servicer, the Special Servicer and the Trustee, provided,
however, the
Special Servicer shall have no such option to make an affirmative
determination
that any P&I Advance is or would be recoverable and in the
absence of a
determination by the Special Servicer that such Advance is or will
be a
Non-Recoverable Advance, such decision shall remain with the Master
Servicer or
Trustee, as applicable. The Officer's Certificate shall set forth
such
determination of nonrecoverability and the considerations of the
Master
Servicer, the Special Servicer or the Trustee, as applicable,
forming the basis
of such determination (which shall be accompanied by, to the extent
available,
related income and expense statements, rent rolls, occupancy status
and property
inspections, and shall include any existing Appraisal of the
related Mortgage
Loan or Mortgaged Property). The Special Servicer shall promptly
furnish any
party required to make Servicing Advances hereunder with any
information in its
possession regarding the Specially Serviced Mortgage Loans and REO
Properties as
such party required to make Servicing Advances may reasonably
request for
purposes of making recoverability determinations. The Trustee shall
be entitled
to conclusively rely on the Master Servicer's or Special
Servicer's, as the case
may be, determination that a Servicing Advance is or would be
nonrecoverable,
and the Master Servicer shall be entitled to conclusively rely on
the Special
Servicer's determination that a Servicing Advance is or would be
nonrecoverable.
In the case of a cross collateralized Mortgage Loan, such
recoverability
determination shall take into account the cross collateralization
of the related
cross collateralized Mortgage Loan.
"Notional Amount": In the case of the Class X-1 Certificates,
the
Class X-1 Notional Amount. In the case of the Class X-2
Certificates, the Class
X-2 Notional Amount. In the case of each Component, the amount set
forth in the
applicable definition thereof.
"Offered Certificates": The Class A-1, Class A-2, Class A-2FL,
Class
A-3, Class A-4, Class A-SB, Class A-M, Class A-J, Class X-2, Class
B, Class C
and Class D Certificates.
"Officer's Certificate": A certificate signed by a Servicing
Officer
of the Master Servicer or the Special Servicer or any Additional
Servicer, as
the case may be, or a Responsible Officer of the Trustee or Paying
Agent, as the
case may be.
"Opinion of Counsel": 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
and the Paying
Agent, except that any opinion of counsel relating to (a) the
qualification of
the Upper-Tier REMIC or Lower-Tier REMIC as a REMIC, (b) compliance
with the
REMIC Provisions, (c) qualification of the Grantor Trust as a
grantor trust
under subpart E, Part I of subchapter J of the Code for federal
income tax
purposes or (d) the resignation of the Master Servicer, the Special
Servicer or
the Depositor pursuant to Section 6.04, must be an opinion of
counsel who is in
fact Independent of the Depositor, the Master Servicer or the
Special Servicer,
as applicable.
"Option Holder": As defined in Section 3.18(a).
"Option Price": As defined in Section 3.18(a).
"Original Certificate Balance": With respect to any Class of
Certificates (other than the Class S, the Class X and the Residual
Certificates)
and the Class A-2FL Regular Interest, the initial aggregate
principal amount
thereof as of the Closing Date, in each case as specified in the
Preliminary
Statement.
"Original Lower-Tier Principal Amount": With respect to any Class
of
Uncertificated Lower-Tier Interest, the initial principal amount
thereof as of
the Closing Date, in each case as specified in the Preliminary
Statement.
"Original Notional Amount": With respect to the Class X-1
Notional
Amount and Class X-2 Notional Amount, the respective initial
Notional Amount
thereof as of the Closing Date, as specified in the Preliminary
Statement.
"OTS": The Office of Thrift Supervision or any successor
thereto.
"Other Securitization": As defined in Section [_].
"Ownership Interest": As to any Certificate, any ownership or
security interest in such Certificate as the Holder thereof and any
other
interest therein, whether direct or indirect, legal or beneficial,
as owner or
as pledgee.
"P&I Advance": As to any Mortgage Loan or REO Loan, any advance
made
by the Master Servicer or the Trustee, as applicable, pursuant to
Section 4.03
or Section 7.05.
"P&I Advance Date": The Business Day immediately prior to
each
Distribution Date.
"P&I Advance Determination Date": With respect to any
Distribution
Date, the Business Day prior to the P&I Advance Date.
"Pass-Through Rate": Any of the Class A-1 Pass-Through Rate,
the
Class A-2 Pass-Through Rate, the Class A-2FL Pass-Through Rate, the
Class A-2FL
Regular Interest Pass-Through Rate, the Class A-3 Pass-Through
Rate, the Class
A-4 Pass-Through Rate, the Class A-SB Pass-Through Rate, the Class
A-1A
Pass-Through Rate, the Class A-M Pass-Through Rate, the Class A-J
Pass-Through
Rate, the Class B Pass-Through Rate, the Class C Pass-Through Rate,
the Class D
Pass-Through Rate, the Class E Pass-Through Rate, the Class F
Pass-Through Rate,
the Class G Pass-Through Rate, the Class H Pass-Through Rate, the
Class J
Pass-Through Rate, the Class K Pass-Through Rate, the Class L
Pass-Through Rate,
the Class M Pass-Through Rate, the Class N Pass-Through Rate, the
Class P
Pass-Through Rate, the Class NR Pass-Through Rate, the Class X-1
Pass-Through
Rate or the Class X-2 Pass-Through Rate.
"Paying Agent": [________], a national banking association, or
any
successor appointed thereto pursuant to Section 5.07 or any
successor Paying
Agent appointed hereunder.
"PCAOB": The Public Company Accounting Oversight Board.
"Penalty Charges": With respect to any Mortgage Loan (or
successor
REO Loan) or Companion Loan (or successor REO Loan), any amounts
actually
collected thereon (or, in the case of a Mortgage Loan or Companion
Loan (or
successor REO Loan thereto) that is part of a Loan Pair, actually
collected on
such Loan Pair and allocated and paid on such Mortgage Loan or
Companion Loan
(or successor REO Loan) in accordance with the related
Intercreditor Agreement)
that represent late payment charges or Default Interest, other than
a Yield
Maintenance Charge, and other than any Excess Interest.
"Percentage Interest": As to any Certificate, the percentage
interest evidenced thereby in distributions required to be made
with respect to
the related Class. With respect to any Regular Certificate, the
percentage
interest is equal to the Denomination of such Certificate divided
by the
Original Certificate Balance or Original Notional Amount, as
applicable, of such
Class of Certificates as of the Closing Date. With respect to a
Class S
Certificate or a Residual Certificate, the percentage interest is
set forth on
the face thereof.
"Performance Certification": As defined in Section 11.08.
"Permitted Investments": Any one or more of the following
obligations or securities (including obligations or securities of
the Paying
Agent, if otherwise qualifying hereunder), regardless whether
issued by the
Depositor, the Master Servicer, the Special Servicer, the Trustee
or any of
their respective Affiliates and having the required ratings, if
any, provided
for in this definition and which shall not be subject to
liquidation prior to
maturity:
(i) direct obligations of, and obligations fully guaranteed as
to timely payment of principal and interest by, the United States
of
America, Fannie Mae, Freddie Mac or any agency or instrumentality
of
the United States of America, the obligations of which are backed
by
the full faith and credit of the United States of America that
mature in one (1) year or less from the date of acquisition;
provided that any obligation of, or guarantee by, Fannie Mae or
Freddie Mac, other than an unsecured senior debt obligation of
Fannie Mae or Freddie Mac, shall be a Permitted Investment only
if
such investment would not result in the downgrading, withdrawal
or
qualification of the then-current rating assigned by each
Rating
Agency to any Certificate as evidenced in writing;
(ii) time deposits, unsecured certificates of deposit, or
bankers' acceptances that mature in one (1) year or less after
the
date of issuance and are issued or held by any depository
institution or trust company (including the Trustee) incorporated
or
organized under the laws of the United States of America or any
State thereof and subject to supervision and examination by
federal
or state banking authorities, so long as the commercial paper
or
other short- term debt obligations of such depository institution
or
trust company are rated in the highest rating categories of
each
Rating Agency or such other rating as would not result in the
downgrading, withdrawal or qualification of the then current
rating
assigned by each Rating Agency to any Class of Certificates as
evidenced in writing;
(iii) repurchase agreements or obligations with respect to any
security described in clause (i) above where such security has
a
remaining maturity of one year or less and where such
repurchase
obligation has been entered into with a depository institution
or
trust company (acting as principal) described in clause (ii)
above;
(iv) debt obligations bearing interest or sold at a discount
issued by any corporation incorporated under the laws of the
United
States of America or any state thereof which mature in one (1)
year
or
less from the date of acquisition, which debt obligations are
rated in the highest rating categories of each Rating Agency or
such
other rating as would not result in the downgrading, withdrawal
or
qualification of the then current rating assigned by each
Rating
Agency to any Class of Certificates as evidenced in writing;
provided, however, that securities issued by any particular
corporation will not be Permitted Investments to the extent
that
investment therein will cause the then outstanding principal
amount
of securities issued by such corporation and held in the
accounts
established hereunder to exceed 10% of the sum of the aggregate
principal balance and the aggregate principal amount of all
Permitted Investments in such accounts;
(v) commercial paper (including both non interest bearing
discount obligations and interest bearing obligations) of any
corporation or other entity organized under the laws of the
United
States or any state thereof payable on demand or on a specified
date
maturing in one (1) year or less from the date of acquisition
thereof
and which is rated in the highest rating category of each
Rating Agency (or such lower rating as will not result in
qualification, downgrading or withdrawal of the ratings then
assigned by each Rating Agency to any Class of Certificates as
evidenced in writing);
(vi) money market funds, rated in the highest rating
categories of each Rating Agency; and
(vii) any other demand, money market or time deposit,
obligation, security or investment, (a) with respect to which
each
Rating Agency shall have confirmed in writing that such
investment
will not result in a downgrade, qualification or withdrawal of
the
then current rating assigned by such Rating Agency to any Class
of
Certificates as evidenced in writing and (b) which qualifies as
a
"cash flow investment" pursuant to Section 860G(a)(6) of the
Code;
provided, however, that no such instrument shall be a Permitted
Investment (a)
if such instrument evidences principal and interest payments
derived from
obligations underlying such instrument and the interest payments
with respect to
such instrument provide a yield to maturity at the time of
acquisition of
greater than 120% of the yield to maturity at par of such
underlying obligations
or (b) if such instrument may be redeemed at a price below the
purchase price;
and provided, further, however, that no amount beneficially owned
by the
Upper-Tier REMIC or the Lower-Tier REMIC (even if not yet deposited
in the
Trust) may be invested in investments (other than money market
funds) treated as
equity interests for federal income tax purposes, unless the Master
Servicer
receives an Opinion of Counsel, at its own expense, to the effect
that such
investment will not adversely affect the status of the Upper-Tier
REMIC or the
Lower-Tier REMIC. Permitted Investments that are subject to
prepayment or call
may not be purchased at a price in excess of par.
"Permitted Transferee": Any Person who is a Qualified
Institutional
Buyer.
"Person": Any individual, corporation, partnership, limited
liability company, joint venture, association, joint-stock company,
trust,
unincorporated organization or government or any agency or
political subdivision
thereof.
"Plan": As defined in Section 5.02(c).
"Prepayment Assumption": A "constant prepayment rate" of 0% used
for
determining the accrual of original issue discount and market
discount, if any,
and the amortization premium, if any, on the Certificates for
federal income tax
purposes; provided it is assumed that each Mortgage Loan with an
Anticipated
Repayment Date prepays on such date.
"Prepayment Interest Excess": For any Distribution Date and
with
respect to any Mortgage Loan that was subject to a Principal
Prepayment in full
or in part during the related Due Period, which Principal
Prepayment was applied
to such Mortgage Loan after the related Due Date and prior to the
following
Determination Date, the amount of interest (net of the related
Servicing Fees
and any Excess Interest), to the extent collected from the related
Mortgagor
(without regard to any prepayment premium or Yield Maintenance
Charge actually
collected), that would have accrued at a rate per annum equal to
the sum of (x)
the related Net Mortgage Rate for such Mortgage Loan and (y) the
Trustee Fee
Rate, on the amount of such prepayment from and after such Due Date
and ending
on the date of such prepayment.
"Prepayment Interest Shortfall": For any Distribution Date and
with
respect to any Mortgage Loan that was subject to a Principal
Prepayment in full
or in part during the related Due Period, which Principal
Prepayment was applied
to such Mortgage Loan after the related Determination Date (or,
with respect to
each Mortgage Loan with a Due Date occurring after the related
Determination
Date, the related Due Date) and prior to the following Due Date,
the amount of
interest, to the extent not collected from the related Mortgagor
(without regard
to any prepayment premium or Yield Maintenance Charge actually
collected), that
would have accrued at a rate per annum equal to the sum of (x) the
related Net
Mortgage Rate for such Mortgage Loan and (y) the Trustee Fee Rate,
on the amount
of such Principal Prepayment during the period commencing on the
date as of
which such Principal Prepayment was applied to such Mortgage Loan
and ending on
such Due Date.
"Primary Collateral": With respect to any Crossed Loan, that
portion
of the Mortgaged Property designated as directly securing such
Crossed Loan and
excluding any Mortgaged Property as to which the related lien may
only be
foreclosed upon by exercise of the cross-collateralization
provisions of such
Crossed Loan.
"Primary Servicing Fee": The monthly fee payable by the Master
Servicer from the Servicing Fee to each Initial Sub-Servicer, which
monthly fee
accrues at the rate per annum specified as such in the
Sub-Servicing Agreement
with such Initial Sub-Servicer.
"Prime Rate": The "Prime Rate" as published in the "Money
Rates"
section of the New York City edition of The Wall Street Journal
(or, if such
section or publication is no longer available, such other
comparable publication
as determined by the Paying Agent in its reasonable discretion) as
may be in
effect from time to time, or, if the "Prime Rate" no longer exists,
such other
comparable rate (as determined by the Paying Agent in its
reasonable discretion)
as may be in effect from time to time.
"Principal Distribution Amount": With respect to any
Distribution
Date and any Class of Regular Certificates and the Class A-2FL
Regular Interest,
an amount equal to the sum of (a) the Principal Shortfall for such
Distribution
Date, (b) the Scheduled Principal Distribution Amount for such
Distribution Date
and (c) the Unscheduled Principal Distribution Amount for such
Distribution
Date; provided, that the Principal Distribution Amount for any
Distribution Date
shall be reduced by the amount of any reimbursements of (i)
Nonrecoverable
Advances plus interest on such Nonrecoverable Advances that are
paid or
reimbursed from principal collections on the Mortgage Loans in a
period during
which such principal collections would have otherwise been included
in the
Principal Distribution Amount for such Distribution Date and
(ii)
Workout-Delayed Reimbursement Amounts that were paid or reimbursed
from
principal collections on the Mortgage Loans in a period during
which such
principal collections would have otherwise been included in the
Principal
Distribution Amount for such Distribution Date (provided, that, in
the case of
clause (i) and (ii) above, if any of the amounts that were
reimbursed from
principal collections on the Mortgage Loans are subsequently
recovered on the
related Mortgage Loan, such recovery will increase the Principal
Distribution
Amount for the Distribution Date related to the period in which
such recovery
occurs).
"Principal Prepayment": Any payment of principal made by the
Mortgagor on a Mortgage Loan which is received in advance of its
scheduled Due
Date and which is not accompanied by an amount of interest
representing
scheduled interest due on any date or dates in any month or months
subsequent to
the month of prepayment.
"Principal Shortfall": For any Distribution Date after the
initial
Distribution Date with respect to the Mortgage Loans, the amount,
if any, by
which (a) the related Principal Distribution Amount for the
preceding
Distribution Date, exceeds (b) the aggregate amount distributed in
respect of
principal on the Class A (other than the Class A-2FL Certificates),
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 and Class NR
Certificates and the
Class A-2FL Regular Interest for such preceding Distribution Date
pursuant to
Section 4.01(a) on such preceding Distribution Date. The Principal
Shortfall for
the initial Distribution Date will be zero.
"Privileged Person": Each Rating Agency, any of the Holders of
each
Class of Certificates, each Underwriter, the Initial Purchaser,
each Mortgage
Loan Seller and certain financial market publishers (which
initially shall be
Bloomberg, L.P., Trepp, LLC and Intex Solutions LLC), any Companion
Holder, each
party to this Agreement, the Swap Counterparty, the Directing
Certificateholder,
any designee of the Depositor and any other Person who shall have
provided the
Paying Agent with a certificate, using the form attached hereto as
Exhibit U,
which form is available from the Paying Agent, certifying that such
Person is a
Certificateholder, a beneficial owner or a prospective purchaser of
a
Certificate.
"Prospectus": The Prospectus dated [________], 20[__], as
supplemented by the Prospectus Supplement dated [________], 20[__],
relating to
the offering of the Offered Certificates.
"Purchase Option": As defined in Section 3.18(a)(ii).
"Purchase Option Notice": As defined in Section 3.18 (a)(iii).
"Purchase Price": With respect to any Mortgage Loan (or REO
Loan)
or, if applicable, Loan Pair to be purchased by a Mortgage Loan
Seller pursuant
to Section 6 of the related Mortgage Loan Purchase Agreement, by
the Majority
Controlling Class Certificateholder, the Special Servicer or the
Master Servicer
pursuant to Section 3.18(b), by the Master Servicer, the Special
Servicer, the
Holders of the Controlling Class or the Holders of the Class LR
Certificates
pursuant to Section 9.01 or to be otherwise sold pursuant to
Section 3.18(d), a
price equal to:
(i) the outstanding principal balance of such Mortgage Loan
(or related REO Loan) as of the date of purchase; plus
(ii) all accrued and unpaid interest on such Mortgage Loan (or
the related REO Loan) at the related Mortgage Rate in effect
from
time to time (exclusive of Excess Interest) to but not including
the
Due Date
immediately preceding the Determination Date for the
related Distribution Date in which such Purchase Price is
included
in the Available Distribution Amount; plus
(iii) all related Servicing Advances that are unreimbursed out
of collections from the Mortgage Loan and accrued and unpaid
interest on related Advances at the Reimbursement Rate, and any
Special Servicing Fees whether paid or then owing allocable to
such
Mortgage Loan and all additional Trust Fund expenses in respect
of
such Mortgage Loan; plus
(iv) if such Mortgage Loan (or REO Loan) is being purchased by
a Mortgage Loan Seller pursuant to Section 3 of the applicable
Mortgage Loan Purchase Agreement, to the extent not otherwise
included pursuant to clause (iii), all reasonable out-of-pocket
expenses reasonably incurred or to be incurred by the Master
Servicer, the Special Servicer, the Depositor and the Trustee
in
respect of the Breach or Defect giving rise to the repurchase
obligation, including any expenses arising out of the enforcement
of
the repurchase obligation, including, without limitation, all
legal
fees and expenses and any expenses of the Trust Fund relating
to
such Mortgage Loan (or REO Loan); plus
(v) Liquidation Fees payable with respect to such Mortgage
Loan.
With respect to any REO Property to be sold pursuant to Section
3.18(c),
"Purchase Price" shall mean the amount calculated in accordance
with the
preceding sentence in respect of the related REO Loan. With respect
to any REO
Property to be purchased or sold pursuant to Section 3.18(b) that
relates to a
Loan Pair, the term "REO Loan" shall mean the REO Loan with respect
to both the
related Mortgage Loan and the related Companion Loans.
"Qualified Bidder": As defined in Section 7.01(c).
"Qualified Institutional Buyer": A "qualified institutional
buyer"
as defined in Rule 144A under the Act.
"Qualified Insurer": (i) With respect to any Mortgage Loan, REO
Loan
or REO Property, an insurance company or security or bonding
company qualified
to write the related Insurance Policy in the relevant jurisdiction
with a
minimum claims paying ability rating of at least "A2" by Moody's
and "A- " by
Fitch and (ii) with respect to the fidelity bond and errors and
omissions
Insurance Policy required to be maintained pursuant to Section
3.07(c), except
as set forth in Section 3.07(c), an insurance company that has a
claims paying
ability (or the obligations which are guaranteed or backed by a
company having
such claims paying ability) rated no lower than two ratings below
the rating
assigned to the then highest rated outstanding Certificate, but in
no event
lower than "A2" by Moody's and "A- " by Fitch (or, if not rated by
one of such
Rating Agencies, then at least "A" by two other nationally
recognized
statistical rating organizations (which may include the other
Rating Agencies))
or, in the case of clauses (i) and (ii), such other rating as each
Rating Agency
shall have confirmed in writing will not cause such Rating Agency
to downgrade,
qualify or withdraw the then current rating assigned by such Rating
Agency to
any Class of Certificates as evidenced in writing.
"Qualified Substitute Mortgage Loan": A mortgage loan which must,
on
the date of substitution: (i) have an outstanding principal
balance, after
application of all scheduled payments of principal and interest due
during or
prior to the month of substitution, not in excess of the Stated
Principal
Balance of the deleted Mortgage Loan as of the Due Date in the
calendar month
during which the substitution occurs; (ii) have a Mortgage Rate not
less than
the Mortgage Rate of the deleted Mortgage Loan; (iii) have the same
Due Date as
and grace period no longer than that of the deleted Mortgage Loan;
(iv) accrue
interest on the same basis as the deleted Mortgage Loan (for
example, on the
basis of a 360-day year consisting of twelve 30-day months); (v)
have a
remaining term to stated maturity not greater than, and not more
than two years
less than, the remaining term to stated maturity of the deleted
Mortgage Loan;
(vi) have a then current loan-to-value ratio not higher than that
of the deleted
Mortgage Loan as of the Closing Date and a current loan-to-value
ratio not
higher than the then current loan-to-value ratio of the deleted
Mortgage Loan,
in each case using the "value" as determined using an MAI
appraisal; (vii)
comply (except in a manner that would not be adverse to the
interests of the
Certificateholders) as of the date of substitution with all of
the
representations and warranties set forth in the applicable Mortgage
Loan
Purchase Agreement; (viii) have an environmental report that
indicates no
material adverse environmental conditions with respect to the
related Mortgaged
Property and which will be delivered as a part of the related
Mortgage File;
(ix) have a then current debt service coverage ratio of not less
than the
original debt service coverage ratio of the deleted Mortgage Loan
as of the
Closing Date and a current debt service coverage ratio of not less
than the
current debt service coverage ratio of the deleted Mortgage Loan;
(x) constitute
a "qualified replacement mortgage" within the meaning of Section
860G(a)(4) of
the Code as evidenced by an Opinion of Counsel (provided at the
applicable
Mortgage Loan Seller's expense); (xi) not have a maturity date or
an
amortization schedule after the date two years prior to the Rated
Final
Distribution Date; (xii) have comparable prepayment restrictions;
(xiii) not be
substituted for a deleted Mortgage Loan unless the Trustee has
received prior
confirmation in writing by each Rating Agency that such
substitution will not
result in the withdrawal, downgrade, or qualification of the rating
assigned by
the Rating Agency to any Class of Certificates then rated by the
Rating Agency
(the cost, if any, of obtaining such confirmation to be paid by the
applicable
Mortgage Loan Seller); (xiv) have been approved by the
Directing
Certificateholder; (xv) prohibit defeasance within two years of the
Closing
Date; (xvi) not be substituted for a deleted Mortgage Loan if it
would result in
the termination of the REMIC status of either of the REMICs
established under
this Agreement or the imposition of tax on either of such REMICs
other than a
tax on income expressly permitted or contemplated to be received by
the terms of
this Agreement, as determined by an Opinion of Counsel; and (xvii)
have an
engineering report with respect to the related Mortgaged Property
that will be
delivered as a part of the related Servicing File. In the event
that more than
one mortgage loan is substituted for a deleted Mortgage Loan, then
the amounts
described in clause (i) shall be determined on the basis of
aggregate Stated
Principal Balances and each such proposed Qualified Substitute
Mortgage Loan
shall individually satisfy each of the requirements specified in
(i) through
(xvi) and the rates described in clause (ii) above and the
remaining term to
stated maturity referred to in clause (v) above shall be determined
on a
weighted average basis, provided that no individual Mortgage Rate
(net of the
Servicing Fee Rate and the Trustee Fee Rate) shall be lower than
the highest
fixed Pass-Through Rate (and not subject to a cap equal to the
Weighted Average
Net Mortgage Rate) of any class of Regular Certificates (other than
the Class
A-2FL Certificates) or the Class A-2FL Regular Interest having a
principal
balance then outstanding. When a Qualified Substitute Mortgage Loan
is
substituted for a deleted Mortgage Loan, (i) the applicable
Mortgage Loan Seller
shall certify that the Mortgage Loan meets all of the requirements
of the above
definition and shall send such certification to the Trustee and the
Directing
Certificateholders and (ii) such Qualified Substitute Mortgage Loan
shall become
part of the same Loan Group as the deleted Mortgage Loan.
"Rated Final Distribution Date": As to each Class of
Certificates,
[__________].
"Rating Agency": Each of Moody's and S&P or their successors
in
interest. If neither such rating agency nor any successor remains
in existence,
"Rating Agency" shall be deemed to refer to such nationally
recognized
statistical rating agency or other comparable Person designated by
the
Depositor, notice of which designation shall be given to the
Trustee, the Paying
Agent, the Special Servicer and the Master Servicer, and specific
ratings of
Moody's and Fitch herein referenced shall be deemed to refer to the
equivalent
ratings of the party so designated.
"Rating Agency Trigger Event": The reduction of the Swap
Counterparty's long-term ratings below "A3" or "A-" by Moody's or
S&P,
respectively.
"Record Date": With respect to any Distribution Date, the last
Business Day of the month immediately preceding the month in which
such
Distribution Date occurs.
"Registrar Office": As defined in Section 5.02(a).
"Regular Certificate": Any of the Class A, 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 NR, Class X-1 and Class
X-2
Certificates.
"Regulation AB": Subpart 229.1100 - Asset Backed Securities
(Regulation AB), 17 C.F.R. ss.ss.229.1100-229.1123, as such may be
amended from
time to time, and subject to such clarification and interpretation
as have been
provided by the Commission in the adopting release (Asset-Backed
Securities,
Securities Act Release No. 33-8518, 70 Red. Reg. 1,506, 1,531 (Jan.
7, 2005)) or
by the staff of the Commission, or as may be provided by the
Commission or its
staff from time to time.
"Regulation D": Regulation D under the Act.
"Regulation S": Regulation S under the Act.
"Regulation S Book-Entry Certificates": The Regular
Certificates
sold in offshore transactions in reliance on Regulation S and
represented by one
or more Book-Entry Certificates deposited with the Paying Agent as
custodian for
the Depository.
"Regulation S Investor": With respect to a transferee of a
Regulation S Book-Entry Certificate, a transferee that acquires
such Certificate
pursuant to Regulation S.
"Regulation S Transfer Certificate": A certificate substantially
in
the form of Exhibit I-1 or Exhibit I-2 hereto, as applicable.
"Reimbursement Rate": The rate per annum applicable to the
accrual
of interest on Servicing Advances in accordance with Section
3.03(d) and P&I
Advances in accordance with Section 4.03(d), which rate per annum
shall equal
the Prime Rate.
"Related Certificates," "Related Uncertificated Lower-Tier
Interests" and "Related Components of Class X Certificates": For
each of the
following Classes of Certificates or the Class A-2FL Regular
Interest, as
applicable, the related Class of Uncertificated Lower-Tier
Interests and the
related Components of Class X Certificates; for the following
Components of the
Class X Certificates, the related Class of Uncertificated
Lower-Tier Interests
and the related Class of Certificates or the Class A-2FL Regular
Interest, as
applicable, set forth below; and for the following Classes of
Uncertificated
Lower-Tier Interests, the related Components of the Class X
Certificates and the
related Class of Certificates or the Class A-2FL Regular Interest,
as
applicable, set forth below:
<TABLE>
<CAPTION>
Related Uncertificated
Related Components of Class X
Related Certificate
Lower-Tier Interest
Certificates
----------------------------
--------------------------------------
-----------------------------
<S>
<C>
<C>
Class A-1 Certificate
Class LA-1-1 Uncertificated Interest
XA-1-1
Class LA-1-2 Uncertificated Interest
XA-1-2
Class LA-1-3 Uncertificated Interest
XA-1-3
Class LA-1-4 Uncertificated Interest
XA-1-4
Class A-1A Certificate
Class LA-1A-1 Uncertificated Interest
XA-1A-1
Class LA-1A-2 Uncertificated Interest
XA-1A-2
Class LA-1A-3 Uncertificated Interest
XA-1A-3
Class LA-1A-4 Uncertificated Interest
XA-1A-4
Class LA-1A-5 Uncertificated Interest
XA-1A-5
Class LA-1A-6 Uncertificated Interest
XA-1A-6
Class LA-1A-7 Uncertificated Interest
XA-1A-7
Class LA-1A-8 Uncertificated Interest
XA-1A-8
Class LA-1A-9 Uncertificated Interest
XA-1A-9
Class LA-1A-10 Uncertificated Interest
XA-1A-10
Class LA-1A-11 Uncertificated Interest
XA-1A-11
Class LA-1A-12 Uncertificated Interest
XA-1A-12
Class LA-1A-13 Uncertificated Interest
XA-1A-13
Class LA-1A-14 Uncertificated Interest
XA-1A-14
Class LA-1A-15 Uncertificated Interest
XA-1A-15
Class A-2 Certificate
Class LA-2-1 Uncertificated Interest
XA-2-1
Class LA-2-2 Uncertificated Interest
XA-2-2
Class LA-2-3 Uncertificated Interest
XA-2-3
Class LA-2-4 Uncertificated Interest
XA-2-4
Class LA-2-5 Uncertificated Interest
XA-2-5
Class LA-2-6 Uncertificated Interest
XA-2-6
Class A-2FL Regular Interest Class LA-2FL-1
Uncertificated Interest
XA-2FL-1
Class LA-2FL-2 Uncertificated Interest
XA-2FL-2
Class LA-2FL-3 Uncertificated Interest
XA-2FL-3
Class LA-2FL-4 Uncertificated Interest
XA-2FL-4
Class LA-2FL-5 Uncertificated Interest
XA-2FL-5
Class LA-2FL-6 Uncertificated Interest
XA-2FL-6
Class A-3 Certificate
Class LA-3-1 Uncertificated Interest
XA-3-1
Class LA-3-2 Uncertificated Interest
XA-3-2
Class A-4 Certificate
Class LA-4-1 Uncertificated Interest
XA-4-1
Class LA-4-2 Uncertificated Interest
XA-4-2
Class LA-4-3 Uncertificated Interest
XA-4-3
Class LA-4-4 Uncertificated Interest
XA-4-4
Class LA-4-5 Uncertificated Interest
XA-4-5
Class LA-4-6 Uncertificated Interest
XA-4-6
Class A-SB Certificate
Class LA-SB-1 Uncertificated Interest
XA-SB-1
Class LA-SB-2 Uncertificated Interest
XA-SB-2
Class LA-SB-3 Uncertificated Interest
XA-SB-3
Class LA-SB-4 Uncertificated Interest
XA-SB-4
Class LA-SB-5 Uncertificated Interest
XA-SB-5
Class LA-SB-6 Uncertificated Interest
XA-SB-6
Class A-M Certificate
Class LA-M Uncertificated Interest
XA-M
Class A-J Certificate
Class LA-J Uncertificated Interest
XA-J
Class B Certificate
Class LB Uncertificated Interest
XB
Class C Certificate
Class LC Uncertificated Interest
XC
Class D Certificate
Class LD-1 Uncertificated Interest
XD-1
Class LD-2 Uncertificated Interest
XD-2
Class LD-3 Uncertificated Interest
XD-3
Class E Certificate
Class LE-1 Uncertificated Interest
XE-1
Class LE-2 Uncertificated Interest
XE-2
Class LE-3 Uncertificated Interest
XE-3
Class F Certificate
Class LF-1 Uncertificated Interest
XF-1
Class LF-2 Uncertificated Interest
XF-2
Class LF-3 Uncertificated Interest
XF-3
Class G Certificate
Class LG-1 Uncertificated Interest
XG-1
Class LG-2 Uncertificated Interest &n
